Directors Report of UNO Minda Ltd.

Mar 31, 2025

The Board of Directors is pleased to submit its 33^rdÂ Report along with the Audited Financial Statements of the Company for the
financial year ended on 31 March 2025. The standalone and consolidated performance of the Company is summarised below:

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
Â	FY 2024-25	FY 2023-24¹	FY 2024-25	FY 2023-24¹
Revenue from Operations	12,455.66	10,498.11	16,774.61	14,030.89
Other Income	227.83	137.54	29.29	33.76
Total Expenses	1 1,725.71	9,826.15	15,686.12	13,084.87
Profit before Share of profit of associates & Joint Venture, exceptional items and tax	957.78	809.50	1,117.78	979.78
Add: Exceptional item	-	29.61	8.54	26.62
Add: Share of net profit in associates and joint ventures	-	-	180.28	185.43
Less: Tax Expense	161.52	173.70	286.03	267.12
Net profit for the period after taxes	796.26	665.41	1,020.57	924.71
Less: Non-controlling interest	-	-	77.62	49.29
Profit for the year attributable to the Owners of the Company	796.26	665.41	942.95	875.42
Add: Other Comprehensive income for the year attributable to the Owners of the Company	(88.51)	(47.87)	(87.36)	(38.30)
Total Comprehensive income for the year attributable to the Owners of the Company	707.75	617.54	855.59	837.12
Earnings per share (EPS):	Â	Â	Â	Â
Basic (inÂ ')	13.86	11.60	16.42	15.26
Diluted (inÂ ')	13.83	11.59	16.37	15.24
Other Equity attributable to the Owners of the Company	4691.01	4,085.11	5,612.37	4,837.62

Company's Performance
Standalone

The standalone revenue from Operations for FY 2024-25
increased by approximately 18.65 % over previous year and
stood atÂ 'Â 12,455.66 Crores as againstÂ 'Â 10,498.11 Crores in
previous year. The profit after tax for the FY 2024-25 increased
by approximately 19.66 % over previous year and stood at
'Â 796.26 Crores as againstÂ 'Â 665.41 Crores in the previous
year. Total comprehensive income for the FY 2024-25 is
'Â 707.75 Crores as againstÂ 'Â 617.54 Crores in the previous year.

Consolidated

The consolidated revenue from Operations for the FY 2024-25
increased by approximately 19.55% over previous year and
stood atÂ 'Â 16,774.61 Crores as againstÂ 'Â 14,030.89 Crores
in previous year. The profit after tax attributed to the Owners

for the FY 2024-25 increased by approximately 10.37 % over
previous year and stood atÂ 'Â 1,020.57 Crores, as against
'Â 924.71 Crores in the previous year. Total comprehensive
income attributed to the Owners of the Company for the
FY 2024-25 isÂ 'Â 855.59 Crores as againstÂ 'Â 837.12 Crores in
the previous year.

A detailed analysis of the performance, consolidated as well
as standalone, is included in the Management Discussion and
Analysis Report, which forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, (the
"Act") the consolidated financial statements of the Company
and its subsidiaries, associates and joint ventures, prepared
in accordance with the relevant Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, forms part of the Annual
Report.

PERFORMANCE AND OUTLOOK

Globally, 2024 has been an eventful year. The year witnessed
unprecedented electoral activity on the political front, with
more than half of the global population voting in major
elections across countries.

Geopolitical tensions, have reshaped global trade. Geopolitical
risks and policy uncertainty, especially around trade policies,
have also contributed to increased volatility in global financial
markets.

Europe faces both political and economic uncertainties.
Europe's biggest economic engine, Germany, experienced
economic contraction for two successive years. The US
unleashed a major upheaval of global trade through an
imposition of enhanced tariffs across all countries with whom
international trade with the US occurs. The US initiatives are
changing by the day and uncertainty prevails because the
new tariff structure is not stable yet. Countries are responding
in different ways to these US tariff initiatives. Some are
responding with reciprocal tariffs and others are looking at
working out trade deals with the US. India has to examine this
matter that serves its own interests best.

Despite the above global conditions, global growth over the
next five years is expected to average around 3.2%, which
is modest by historical standards. While the overall global
outlook remains steady, growth varies across different regions.
The IMF has projected global growth at 2.8% in 2025.

This is the global backdrop for India as it seeks to steady
and sustain the growth momentum that the economy has
experienced post-Covid. In April 2025 release of the World
Economic Outlook, the IMF has projected India's FY 2025Â¬
26 growth at 6.2% despite considerable global uncertainty,
further, a growth of 6.3% in FY 2026-27. In the medium term,
India is projected to grow at 6.5%. In any case, India's real
GDP growth is likely to be driven largely by domestic growth
drivers. The RBI, in its monetary policy review, held on 09 April
2025, reduced the repo rate for the second successive time by
25 basis points, bringing it to a level of 6%. The RBI's stance
has also been changed from neutral to accommodative.
With CPI inflation having fallen to 3.3% in March 2025, a
67-month low, CPI inflation is expected to remain at 4% or
less in FY 2025-26.

The projections for India from the lens of the World Economic
Outlook (WEO) of the International Monetary Fund (referred to
as IMF) as recently as October of FY 2024-25 are sanguine. The
IMF WEO projects India to become a USD 5 trillion economy
by FY 2027-28 and reach a size of USD 6.307 trillion by FY
2029-30. Viksit Bharat @2047 envisions India as a developed
nation by 2 047, the centenary of our independence. This
vision and road map alone opens up lots of prospects for all
sectors.

The pursuit of India's vision to decarbonise road transportation
has been accompanied by impressive strides in the promotion
of domestic manufacturing facilitated by schemes such as
FAME India, the Production Linked Incentive (PLI) Scheme
for OEMs and Auto Components, and the Scheme for
Promotion of Manufacturing of Electric Passenger Cars in
India (SPMEPCI), PM E-Drive Scheme among others. These
schemes demonstrate the Government of India's awareness
of the need to build domestic supply chains. These are good
foundations. Future policies will have to broaden their scope
of coverage in a manner that adapts to the growing needs of
the EV industry.

In fiscal year 2024-25 (FY2024-25), India's automobile industry
exhibited a mixed performance across various segments.
Passenger vehicle (PV) production reached an all-time high of
5.0 Million units, marking a 3% year-over-year increase. This
growth was primarily driven by the robust demand for utility
vehicles (UVs), which accounted for 62% of total PV sales,
up from approximately 57% in the previous fiscal year. The
surge in UV sales was fueled by new model launches featuring
advanced designs and features that resonated with consumer
aspirations, along with attractive discounts and promotional
offers that sustained sales momentum.

The two-wheeler segment also demonstrated strong recovery,
with production increasing by 11% to 23.8 Million units. This
growth was attributed to improved rural demand, resurgence
in consumer confidence, and the introduction of newer
scooter models with enhanced features. Notably, electric
two-wheelers gained traction, with their share in overall twoÂ¬
wheeler sales crossing 6% in FY 2024-25.

Conversely, the commercial vehicle (CV) segment experienced
a slight decline, with a 3% decrease in production compared
to the previous year. The overall truck segment faced
challenges, but the demand for higher gross vehicle weight
(GVW) vehicles and expanding highway networks contributed
to the segment's resilience.

It is expected that momentum in domestic volumes will
continue to grow. However, export volumes may face some
challenges in terms of global factors such as tariff, war and
other instability factors.

During the year under review, the Company delivered a robust
performance by achieving about 20% growth in consolidated
revenue and 18% increase in consolidated EBITDA. This
significant growth reflects the Company's strong operational
capabilities, customer-centric approach, and strategic focus
on future-ready mobility solutions. The wide-ranging product
portfolio of the Company spanning 2 wheeler, 3 wheeler, 4
wheeler and electric vehicle range enabled the Company to
effectively cater to evolving market demands and outperform
overall industry growth. Switch, Lighting and Casting businesses

continued to be key contributors, collectively accounting for
approximately 67% of total consolidated revenues. To support
its long-term growth strategy, the Company is undertaking
expansion projects with a total investment of approximately
'Â 3,000 Crores across multiple product categories including
for 4 Wheeler Alloy wheel, 2 Wheeler Alloy wheel, 4 Wheeler
lighting, 2 wheeler lighting, 4 wheeler switches, sunroof,
airbags, casting, EV powertrain solutions. These projects are
currently at various stages of implementation and are expected
to be completed in a phased manner over the next three years.
Once operational, these projects will further strengthen and
significantly boost the Company's manufacturing capabilities
and operational efficiency, thereby driving sustained growth
in both topline and bottom-line performance, in alignment
with the strong demand outlook in the domestic automotive
sector.

During the year, the Company made significant progress in
enhancing its manufacturing footprint. A new 4 Wheeler alloy
wheel facility with a capacity of 30,000 wheels per month was
commissioned at Bawal, while a dedicated 4-Wheeler lighting
plant commenced operations at Khed, Pune. At the Hosur
facility, casting capacity is being expanded from 11,000 MT
to 15,000 MT per annum. The 2-Wheeler alloy wheel plant at
Supa was augmented with an additional capacity of 2 Million
wheels per annum, and a further capacity addition of 1.5
Million wheels per annum is currently underway at the Bawal
facility.

In the EV space, the Company has initiated a greenfield
project under Uno Minda Auto Innovations Pvt. Ltd. for the
manufacturing of high-voltage EV powertrain components,
in partnership with Inovance Automotive (China). Further,
as part of its strategic consolidation efforts, the Company is
relocating its 2 wheeler lighting operations from Bahadurgarh
and Sonipat to a single integrated facility at Kharkhoda,
Haryana.

In line with its long-term sustainability objectives, the Company
has also invested in captive open access solar power through
dedicated Solar Power SPVs, reaffirming its commitment to
clean and green energy. Backed by sustained demand from
domestic OEMs and a growing focus on premium and EV
components, these initiatives are expected to support steady
volume growth, margin resilience, and long-term stakeholder
value creation.

DIVIDENDS

The Board at its meeting held on 6 February 2025, declared
an interim dividend ofÂ 'Â 0.75 per equity share i.e. 37.50% to
the equity shareholders of the Company. Further, the Board
at its Meeting held on 21 May 2025 has recommended
a final dividend ofÂ 'Â 1.50 per equity share i.e. 75.00% for
the financial year ended on 31 March 2025, subject to the

approval of shareholders at the ensuing 33^rdÂ Annual General
Meeting of the Company. The total dividend for the financial
year ended on 31 March 2025 aggregates toÂ 'Â 2.25 per equity
share ofÂ 'Â 2 each i.e. 112.50 %.

The Company has complied with the dividend distribution
policy of the Company, the copy of which is available on the
website of the Company atÂ https://www.unominda.com/
uploads/investor/policies/Dividend-Policv.pdf

TRANSFER TO RESERVE

During the financial year under review, no amount was
transferred to the General Reserve.

SHARE CAPITAL

1) Â Â Â Authorised Share Capital

The Authorised share capital of the Company as on
31 March 2025 isÂ 'Â 1 148,15,33,980 (Rupees One
Thousand One Hundred Forty-Eight Crores Fifteen
Lakhs Thirty-Three Thousand Nine Hundred Eighty)
comprising of 391,85,19,740 (Three Hundred Ninety
One Crore Eighty Five Lakhs Nineteen Thousand Seven
Hundred Forty) No. of equity shares ofÂ 'Â 2 (Rupee
Two Only) each and 2,75,00,000 (Two Crores Seventy
Five Lakhs) No. of 8% Non-Cumulative Redeemable
Preference Shares ofÂ 'Â 10 (Rupee Ten Only) each and
3,36,94,945 (Three Crores Thirty Six Lakhs Ninety Four
Thousand Nine Hundred Forty Five) No. of 0.01% NonÂ¬
Cumulative Redeemable Preference Shares ofÂ 'Â 100
(Rupee Hundred Only) each.

During the year, pursuant to the composite Scheme
of Arrangement of Kosei Minda Aluminum Company
Private Limited ("Transferor Company 1â), Kosei Minda
Mould Private Limited ("Transferor Company 2â), Minda
Kosei Aluminum Wheel Private Limited ("Transferor
Company 3â) and Uno Minda Limited and their
respective shareholders and creditors approved by the
Hon'ble National Company Law Tribunal (NCLT), New
Delhi, vide its order dated 18 December, 2024, the
Authorised Capital was enhanced fromÂ 'Â 722,75,33,980
(Seven Hundred Twenty Two Crores Seventy Five
Lakhs Thirty Three Thousand Nine Hundred Eighty) to
'Â 1148,15,33,980 (Rupees One Thousand One Hundred
Forty-Eight Crores Fifteen Lakhs Thirty-Three Thousand
Nine Hundred Eighty).

2) Â Â Â Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up equity share
capital of the Company as on 31 March 2024, was
'Â 1 14,81,89,150 (One Hundred Fourteen Crores
Eighty-One Lakhs Eighty-Nine Thousand One Hundred
Fifty) comprising of 57,40,94,575 (Fifty-Seven Crores

Forty Lakhs Ninety-Four Thousand Five Hundred
Seventy-Five) No. of equity shares ofÂ 'Â 2 (Rupee Two
only) each. The Subscribed and Paid-up Equity Share
capital of the Company as on 31 March 2025 stood at
'Â 1 14,83,27,690 (One Hundred Fourteen Crores Eighty-
Three Lakhs Twenty-Seven Thousand Six Hundred
Ninety) comprising of 57,41,63,845 (Fifty-Seven Crores
Forty-One Lakhs Sixty-Three Thousand Eight Hundred
Forty-Five) No. of equity shares ofÂ 'Â 2 (Rupee Two only)
each.

During the year, pursuant to UNOMINDA Employee
Stock Option Scheme, 2019 and in accordance with
the relevant provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, Section 62(1 )(b) of
the Companies Act, 2013 and the relevant Rules made
thereunder, the Company has issued and allotted 69,270
(Sixty Nine Thousand Two Hundred Seventy) Equity
Shares ofÂ 'Â 2 (Rupee Two only) each to the Employees
of the Company, its subsidiaries, associates and Joint
ventures, who had exercised the ESOPs.

ISSUANCE OF COMMERCIAL PAPER

The Company has issued the Unlisted Commercial Papers in
8 (eight) tranches amounting toÂ 'Â 625.00 Crores during
FY 2024-25, details of the same are hereunder:

Allotment Date	Maturity Date	ISIN	Amount (' in Crores)
12-Apr-24	26-Jun-24	INE405E14141	100.00
27-Jun-24	23-Sep-24	INE405E14158	100.00
27-Sep-24	18-Dec-24	INE405E14166	100.00
22-Nov-24	18-Feb-25	INE405E14174	50.00
13-Dec-24	13-Mar-25	INE405E14182	50.00
24-Dec-24	24-Mar-25	INE405E14190	75.00
04-Mar-25	28-Mar-25	INE405E14208	75.00
28-Mar-25	17-Apr-25	INE405E14216	75.00

As on 31 March 2025, the outstanding amount of Commercial
Papers isÂ 'Â 75.00 Crores which are maturing in the FY 2025Â¬
26. After the year under review, the aforesaid outstanding
amount ofÂ 'Â 75.00 Crores got redeemed.

After the year under review, the Company has also issued
listed Commercial Papers amounting toÂ 'Â 200.00 Crores.

ISSUANCE OF NON-CONVERTIBLE LISTED DEBENTURES

During FY 2024-25, your Company raisedÂ 'Â 400 Crores through issuance of unsecured listed Non-Convertible Debentures ("NCDs")
with a face value ofÂ 'Â 1,00,000 each on private placement basis as per the following details:

Security Description	Scrip Code	Date of Allotment	No. of NCDs	Total Amount (inÂ 'Â Crore)	Maturity Date
7.85% Uno Minda Limited NCD 2027	975627	29 April 2024	10,000	100.00	29 April 2027
7.85 % Uno Minda 2027 Series I	975889	06 August 2024	5,000	50.00	26 February 2027
7.88% Uno Minda 2027 Series II	975888	06 August 2024	10,000	100.00	06 August 2027
7.75 % Uno Minda 2026 Series I	976312	03 January 2025	10,000	100.00	24 December 2026
7.75% Uno Minda 2027 Series II	976313	03 January 2025	5,000	50.00	04 January 2027

All the aforementioned unsecured NCDs were listed on the Wholesale Debt Market segment of BSE Limited as of 31 March 2025.

The funds raised through these issuances were utilised in accordance with the objectives stated in the Information Memorandum
of the respective issuances. The Company has been regular in making coupon payments on the aforesaid NCDs.

MAJOR EVENTS AND KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

I. Acquisition of stake in Minda Westport Technologies Limited, a Joint Venture Company of Uno Minda Limited
and Westport Fuel Systems Italia S.R.L

Minda Westport Technologies Limited ("MWTL") was a 50:50 Joint Venture Company between Uno Minda Limited and
Westport Fuel Systems Italia S.R.L ("WFS") in which the Company and WFS each, held 50% Equity stake.

The Company vide approval of Board dated 28 September 2023 has acquired 26% (Twenty-Six Percent) equitry stake held by
WFS in MWTL for a consideration ofÂ 'Â 14.81 Crores. Post such acquisition, the Company's equity stake in MWTL has increased
to 76% (Seventy-Six Percent) and MWTL has become subsidiary of Uno Minda Limited w.e.f. 18 April 2024.

Further, below additional agreements were also executed between the Company, WFS and MWTL to give effect to the
aforesaid transaction:

a) Amended and restated Joint Venture Agreement dated 28 September 2023.

b) Share Purchase Agreement dated 28 September
2023.

Further, the Westport group has an entity in India viz.
Rohan BRC Gas Equipment Private Limited ("RBRC")
engaged in similar business as MWTL. It has also been
agreed between the Company and WFS that the entire
CNG Business will be carried through MWTL.

II. Â Â Â Further Investment in Equity Shares of Toyoda
Gosei Uno Minda India Private Limited, Associate
of the Company

The Board of Directors in its meeting held on 23
May 2024 approved to make further acquisition of
1,07,10,000 (i.e. 1.97%) Equity shares of Toyoda Gosei
Uno Minda India Private Limited (Formerly known as
Toyoda Gosei Minda India Private Limited) for a total
consideration of approximatelyÂ 'Â 16.98 Crores, an
associate of the Company from Minda Investments
Limited, a promoter group entity. Post-acquisition, the
resultant equity shareholding of the Company in the said
Associate company is 49.90%. This acquisition has been
completed on 13 February 2025.

III. Â Â Â Expansion of Alloy Wheel Two-Wheel (AW2W)
plant located at Supa, Ahmednagar, Maharashtra

The Board of Directors at its meeting held on 23 May
2024 approved the expansion of its AW2W plant located
at Supa, Ahmednagar, Maharashtra for additional
production capacity of 2 Million wheel per annum with
an investment ofÂ 'Â 298 Crores. Through this expansion,
the production capacity will increase to 8 Million
per annum. The commercial production for the said
expansion project has commenced from Q1 2025-26.

This expansion would enable the Company to meet the
increasing demand of OEMs for the 2W Alloy wheel
product of the Company.

IV. Â Â Â Technical License Agreement with Aisin
Corporation, Japan ("AISIN") and approval of
Detailed Project Report

The Company has entered into a Technical License
Agreement ("TLA") with AISIN, a global market player
in sunroof product segment, on 01 August 2024
for entering into sunroof segment for four-wheeler
vehicles. Under the TLA, AISIN has provided rights to
the Company to use the Licensed Technology along
with the Intellectual Property Rights associated thereto
for manufacturing and sale of sunroofs to Aisin Group
Companies in India for onward sale to OEMs.

Further, the Board of Directors at its meeting held on 07
August 2024 has approved the Detailed Project Report

for the manufacturing of sunroofs by setting of its plant
at Bawal, Haryana with an investment ofÂ 'Â 62.69 Crores.
The production is expected to commence in FY 2026-27.

V. Â Â Â Investment in Equity Shares of Minda Nabtesco
Automotive Private Limited, Joint Venture
Company

Minda Nabtesco Automotive Private Limited ("MNAPLâ)
was a Joint Venture Company between Nabtesco
Automotive Corporation ("NAMâ) and promoter group
entities M/s Minda Finance Ltd. and Minda Investments
Ltd. MNAPL is engaged in the business of designing,
developing, manufacturing of all classes and types of
automotive parts, including but not limited to, Air Brake
System, Clutch Actuation System & allied components
for passenger and commercial vehicles and other
applications for sale to both the original equipment and
aftermarket in India and abroad.

The Board of Directors in its meeting held on 23 May
2024 in-principally approved to make acquisition
of 2,47,69,500 (i.e. 49%) Equity shares of MNAPL
from NAM, the JV Partner and delegated its power to
Investment and Acquisition Committee, constituted
for approving the said acquisition. The Investment and
Acquisition Committee approved the said acquisition
in its meeting held on 2 September 2024. The said
acquisition completed on 26 September, 2024 for a total
consideration ofÂ 'Â 1.30 Crore. Post-acquisition, MNAPL
became the Associate of the Company and the Joint
Venture Agreement stands terminated.

VI. Â Â Â Formation of a Wholly owned step-down
Subsidiary in Czech Republic, Europe

The Board of Directors at its meeting held on 07 August
2024 accorded its approval for the formation of its
Wholly owned step-down Subsidiary in Czech Republic,
Europe. It shall be a subsidiary of CREAT GmbH, which is
a Wholly owned step-down Subsidiary of the Company.

The said wholly owned step-down subsidiary has been
incorporated on 09 September 2024 in the name and
style of CREAT Czech s.r.o. With the opening of this step-
down subsidiary, the Company aims for further growth
by expanding its engineering support services in the
areas of lighting, Hardware and Software development,
Head Up Display and Automation technology in Europe.

VII. Â Â Â Further Investment in equity shares of Minda
Onkyo India Private Limited, Subsidiary of the
Company

Minda Onkyo India Private Limited ("MOIPLâ) was a
50:50 Joint Venture Company between the Company
and Onkyo Sound Corporation engaged in the business

uNoroni

Integrated Annual Report 2024-25

Board's Report (Contd.)

of design, development, manufacture, market and sale
of speakers and speaker system. The said Joint Venture
got terminated on 13 May 2022 due to initiation
of bankruptcy proceedings against Onkyo Sound
Corporation.

The Board of Directors of Company, at its meeting held
on 07 August 2024, approved the further acquisition
of 3,90,46,171 (i.e. 49%) Equity shares of MOIPL from
Onkyo Sound Corporation in phase wise manner at a
consideration ofÂ 'Â 2.53 Crores. Upon such approval,
the Company completed its first phase of acquisition of
2,39,05,819 Equity Shares on 24 September, 2024 for a
total consideration ofÂ 'Â 1.53 Crore. Post such acquisition,
MOIPL has become the Subsidiary of the Company with
its equity holding at 80%.

VIII. Â Â Â Approval of Detailed Project Report ("DPR") of
PT Minda Asean Automotive, Indonesia (PTMA),
Wholly Owned Subsidiary of the Company

The Board of Directors of the Company at its meeting
held on 19 September 2024 has approved the setting
up of a new Manufacturing Plant by PT Minda Asean
Automotive, Indonesia ("PTMA"), Wholly Owned
Subsidiary of the Company which is engaged in the
business of manufacturing and trading in automotive
parts (electrical switches, powers sockets, lever holder
assemblies, horns & lighting solutions) in Indonesia.

With this expansion, PTMA will manufacture automotive
parts such as Tail Lamp, Back Up lamp & HMSL which
will mark a significant diversification into the passenger
car segment. Once the new plant is commissioned,
the existing plant will be relocated to the new site to
consolidate operations and achieve economies of scale.
The total capital expenditure for the new Plant and
the relocation is estimated atÂ 'Â 210 Crores. The plant
is expected to commission its operation upto Q4 FY
2025-26.

IX. Â Â Â Approval of Detailed Project Report ("DPR") of
Toyoda Gosei South India Private Limited ("TGSIN"}.
Subsidiary of Toyoda Gosei Uno Minda India Pvt.
Ltd. ("TG Minda"), Associate of the Company

The Board of Directors of the Company at its meeting
held on 19 September 2024 has approved setting up
of Harohalli, Karnataka Plant of TGSIN, Subsidiary of TG
Minda, an Associate of the Company, which is engaged
in the business of manufacturing and sale of automobile
Components (lnterior & Exterior, weatherstrips, Safety
System Parts & Functional Parts).

With this setting up of new plant, TGSIN will increase its
present capacity by addition of approximately 61 Lakhs
unit per annum to 216 Lakhs unit per annum in order
to meet the future demand and to cater the increased
demand of key customers. Through this new facility,
TGSIN will manufacture safety systems (airbags, steering
wheels, etc.) and interior and exterior products (console
boxes, etc.) The total capital expenditure for this new
facility in Harohalli is estimated atÂ 'Â 283 Crores, with
operations expected to commence in Q1 FY 2026-27.

X. Â Â Â Shifting of Manufacturing plant of Uno Mindarika
Pvt. Ltd. ("UMRPL"), a material Subsidiary of the
Company at Farrukh Nagar, Haryana

The Board of Directors of the Company had earlier
approved for setting up of manufacturing plant at
Farrukh Nagar, Haryana by UMRPL in Phase-I with an
investment ofÂ 'Â 110 Crores.

Now, during the year under review, the Board of
Directors of the Company at its meeting held on 19
September 2024 has approved the shifting of existing
manufacturing plant of UMRPL from Manesar, Nawada
Fatehpur, Haryana to Farrukh Nagar, Haryana in Phase-II
with an Investment ofÂ 'Â 120 Crores approx. The same
will be funded through debt & internal accrual. The new
Plant is expected to commence its operations w.e.f. Q3
FY 2026-27.

The new infrastructure is being set up to cater future
sales growth and to meet product specific requirement
for the advance technology switches.

XI. Â Â Â Technology License Agreement with Hyundai
Mobis Co. Ltd., Korea ("Mobis")

Minda Onkyo India Pvt Ltd. Subsidiary of the Company
has entered into a Technical License Agreement ("TLAâ)
with Mobis on 25 September 2024 for the design,
development and manufacturing of different kinds of
speakers in India.

XII. Â Â Â Opening of Branch Office of the Company in Czech
Republic, Europe.

Upon the approval of Board of Directors in its meeting
held on 12 November 2024, the Company has opened
its Branch office in Czech Republic, Europe w.e.f. 20
December 2 02 4 i n the name and styl e of "U no M i nda
Limited odstepny zavodâ. The said Branch Office is
opened for providing incubation and engineering
services in various areas of lighting technology.

XIII. Â Â Â Further Investment in Shares of Uno Minda Auto
Spare Parts and Components Trading L.L.C., Dubai,
a Wholly owned step-down subsidiary

The Board of Directors of the Company at its meeting held
on 12 November, 2024 had approved further Investment

of uptoÂ 'Â 5 (Five) Crores in the shares of Uno Minda
Auto Spare Parts and Component Trading L.L.C., Dubai
to be made by Sam Global Pte Ltd, Singapore, Wholly
Owned Subsidiary of the Company. The said investment
is proposed to be made in one or more tranches within a
period of next 3 years to facilitate business operations of
the said Dubai entity.

XIV. Scheme of Amalgamation of Kosei Minda
Aluminum Company Private Limited, Kosei Minda
Mould Private Limited and Minda Kosei Aluminum
Wheel Private Limited (collectively referred to as
"Transferor Companies") with Uno Minda Limited
("Company")

The Board of Directors of the Company at its meeting held
on 20 March 2023 approved a Scheme of Amalgamation
for merger of Transferor Companies with the Company
and their respective shareholders and creditors under
Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013.

The Members may further note that the Stock Exchanges
(NSE and BSE) had also granted their No Objection letter
in compliance to the Master Circular No. SEBI/HO/CFD/
POD-2/P/CIR/2023/93 dated 20 June 2023, issued by
SEBI, as amended from time to time, to the said Scheme
of Amalgamation, vide their letter dated 17 October
2023 (NSE), and 18 October 2023(BSE), respectively.

Further, as per direction received, pursuant to orders
of the Hon'ble National Company Law Tribunal (NCLT)
New Delhi dated 26 February 2024, having jurisdiction
on the Companies involved in the Scheme, the meeting
of the equity shareholders and unsecured creditors of
the Company and meetings of unsecured creditors of
the Transferor Companies have been duly convened and
held on 20 April 2024 wherein the approval has been
granted to the scheme of amalgamation with requisite
majority.

Post approval of the Shareholders and respective
unsecured creditors, the Company and the Transferor
Companies also filed second motion petition before
the Hon'ble NCLT on 15 May 2024 for approval of the
said Scheme. The said scheme got the sanction of the
Hon'ble NCLT vide its order dated 18 December 2024.
The said Scheme became effective w.e.f., 29 January
2025.

The copy of the Scheme of amalgamation and the copy
of the Hon'ble NCLT Order is available on the website of
the Company atÂ https://www.unominda.com/investor/
composite-scheme-of-amalgamation

XV. Â Â Â Approval of Detailed Project Report ("DPR") for
capacity expansion of Hosur plant of Casting
Division, LPS Domain

The Board of Directors of the Company at its meeting
held on 06 February 2025 has considered and approved
the expansion of existing Casting Division plant of the
Company located at Hosur, Tamil Nadu by increase in
overall capacity from 1 1,000 MT per annum to 15,000
MT per annum, along with the construction of a new
shed for a new paint shop. The total capital expenditure
for this new facility is estimated at approximately
'Â 66 Crores (excl. 6.50 Crores sustainable Capex)
and the same is expected to start its operations upto
Q2 FY 2025-26.

XVI. Â Â Â Acquisition of further Equity stake in UnoMinda EV
Systems Private Limited and Intellectual Property
Rights, the know-how and R&D Team relating to
the e-Drives Business technologies

UnoMinda EV Systems Private Limited ("UMEVSâ),
subsidiary of the Company is a Joint Venture among
FRIWO Geratebau GmbH, Germany, Friemann & Wolf
India Private Limited, FRIWO AG, Germany (hereinafter
collectively referred to as "FRIWO Group or FRIWOâ) and
Uno Minda Limited ("the Companyâ). UMEVS is engaged
in the business of manufacturing chargers for electric
2W and 3W vehicles.

The Board of Directors at its meeting held on 14 February
2025 has approved to increase its Equity stake in UMEVS
from 50.10% to 100% by acquiring additional equity
stake from its Joint Venture Partner FRIWO Geratebau
GmbH.

Additionally, the Company through its subsidiaries
namely UMEVS and Minda Industries Vietnam Company
Limited will also acquire the Intellectual Property Rights,
the know-how and R&D Team relating to the e-Drives
Business technologies including the required control
hardware and service software, from FRIWO Group
Entities located in Germany and Vietnam. The e-drive
technologies comprise of electric powertrain solutions
for application in electric automotive two and threeÂ¬
wheeler vehicles. The purchase consideration for 49.9%
additional Equity stake in UMEVS, the e-drive technologies
and assets as mentioned above is approximatelyÂ 'Â 195
Crores. The acquisition is expected to be completed by
Q1 2025.

Upon the completion of the aforesaid acquisition, the
Joint Venture Agreement between the parties shall be
automatically terminated.

XVII. Formation of Joint Venture with Suzhou Inovance
Automotive Company Limited ("Inovance
Automotive"), execution of Technical License
Agreement ("TLA") with Inovance Automotive and
approval of Detailed Project Report ("DPR") for
4W-EV Project

The Board of Directors at its meeting held on 05 June

2024 Â Â Â provided its approval to enter into a Technical
License Agreement with Inovance Automotive for
development, manufacture and supply of EV Powertrain
products in the territory of India. The TLA got executed
on 05 June 2024. Further, the Board also gave its inÂ¬
principle approval to explore options of entering into
Joint Venture with Inovance Automotive (including any
of its subsidiary(ies) or affiliates) subject to necessary
approvals from the regulators.

The Board of Directors in its meeting held on 06 February

2025 Â Â Â reviewed and provided its in-principal approval
to the broad terms of Joint Venture with Inovance
Automotive and delegated its power to Mergers and
Acquisitions Committee to accord its final approval
on the formation of said Joint Venture. Thereafter, the
Mergers and Acquisitions Committee at its meeting held
on 17 February 2025 approved the formation of Joint
Venture with Inovance Automotive (including any of its
subsidiary(ies) or affiliates). The Joint Venture Agreement
has been executed on 17 February 2025.

lnovance Automotive, through its wholly-owned
subsidiary namely Inovance Automotive (HK) Investment
Co. Ltd., Hong Kong shall make an investment of 30%
Equity Shares of an already incorporated and existing
wholly owned subsidiary company of Uno Minda
Limited in India under the name and style "Uno Minda
Auto Innovations Private Limited", which shall upon
investment (subject to necessary regulatory approvals in
respective geographies) will be treated as Joint Venture
Company ("JV Company"). The Company shall hold 70%
Equity stake in the JV Company. It is intended to develop
and manufacture High Voltage Category of 4W PV & CV
EV Powertrain Products like Combined Charging Units, E
Axle, Inverter, Motors etc. through JV Company in India.

The Board of Directors at its meeting held on 30 April
2025 approved the overall investment ofÂ 'Â 114 Crores
approx. in the Equity Capital of the JV Company which is
equivalent to 70% of the Equity Stake in the JV Company.
The said amount is to be invested over a period of next
3 years. The Company shall initially invest 100% in the
Equity capital of the JV Company till the time lnovance
Automotive (HK) Investment Co. Ltd. obtains the PN3
and other required approvals from the regulators. Post
getting approvals from the regulators, the JV Partner will
acquire 30% equity stake in the JV Company.

Further, in the aforesaid Board Meeting held on 30 April
2025, the DPR for 4W-EV project has been approved
with an overall project cost ofÂ 'Â 423 Crores which will be
funded through a combination of Equity and Debt. The
Capital expenditure will be phased over the next three
years, with Phase 1 expected to be commissioned by Q2
FY 2026-27.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments occurred
between the end of the financial year as on 31 March 2025
and the date of this report which may affect financial position
of the Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented UNOMINDA Employee
Stock Option Scheme 2019 or UNOMINDA ESOS 2019
(hereinafter referred to as the "Schemeâ or "Scheme 2019â).
The maximum number of options to be granted under the
ESOS 2019 shall not exceed 78,66,500 options (pre-bonus),
convertible into equity shares of the Company, which is
approximate 3% of the paid-up share capital of the Company
as on the date of approval of the scheme i.e. 25 March 2019.
The Nomination and Remuneration Committee of the Board
("NRCâ) is empowered to administer this scheme including
to determine the eligible employees, the vesting period and
exercise price of the options.

Initially, upon exercise, one option entitled the eligible
employee to one equity share. Thereafter, on 29 June 2022,
shareholders of the Company approved the issue of bonus
shares in the ratio of 1:1 Equity Shares held by the Shareholders.
Accordingly, the shareholders also authorised the Board (or its
committee) to make appropriate adjustments with respect to
the exercise price and the number of stock options and to
decide on the allotment of such number of additional stock
options as bonus options to the employees who have been
granted stock options in the same proportion as the bonus
equity shares issued. Accordingly, under Tranche-I, 1 (one)
option granted to an employee under the Scheme shall entitle
him/her to get one additional Bonus option and thereby
getting 2(two) equity shares of the Company upon payment
of exercise price for 1 (One) option.

Pursuant to the aforesaid scheme, 12,62,924 stock
options were granted to eligible employees in Tranche-I and
36,83,132 stock options were granted to eligible employees
in Tranche-II. The details of the Tranche-I and Tranche-II
options are hereunder:

Tranche-I

Balance options outstanding as on	34,635
31 March 2024	Â
Options exercised during FY 2024-25	34,635
Balance options outstanding as on	NIL
31 March 2025	Â

Tranche-II

Balance options outstanding as on	31,05,254
31 March 2024	Â
Options granted on 23 May 2024	2,04,300
ESOP Options lapsed during FY 2024-25	2,62,167
Balance options outstanding as on	30,47,387
31 March 2025	Â

Further, the Board of Directors at its meeting held on 30 March
2025 approved Uno Minda Employee Stock Option Scheme
2025 ("Stock Option Scheme 2025â or "ESOS 2025â) which
enables the Company to grant Options to Eligible Employees of
the Company and its Group Company(ies) including subsidiary
company(ies), joint venture(s) and associate Company(ies).
The Nomination and Remuneration Committee of the Board
("NRCâ) is empowered to administer this scheme including to
determine the eligible employees, vesting condition, vesting
period and exercise price of the options.

The said Scheme has been approved by the Shareholders of
the Company through Postal Ballot on 09 May 2025.

The maximum number of Options that could be granted
under ESOS 2025, which will be convertible into Equity Shares
and wherein each Option is equivalent to one Equity Share,
shall not cumulatively exceed 2,87,08,192 (Two Crores Eighty
Seven Lakhs Eight Thousand One Hundred & Ninety Two)
number of equity shares, equivalent to the 5% (Five Percent)
of paid-up equity share capital of the Company as on 30
March 2025.

The Scheme is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as
amended from time to time, (the 'SEBI ESOP Regulations
2021'). The details of Scheme 2019 pursuant to SEBI
ESOP Regulations, 2021 is uploaded on the website of the
Company atÂ https://www.unominda.com/uploads/investor/
policies/UML_esos-scheme-2019.pdfÂ along with disclosures
with respect to the Scheme of the Company, which is also
uploaded atÂ https://www.unominda.com/investor/annual-
report-fy-24-25

In terms of Regulation 13 of SEBI ESOP Regulations 2021,
the Certificate from Chandrasekaran Associates, Company
Secretaries, Secretarial Auditors, would be placed before the
shareholders at the ensuing 33^rdÂ Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a responsible corporate citizen, Uno Minda is committed to
creating a positive impact on society through well-structured
initiatives and community development programs. Our CSR
initiatives are guided by clearly defined sustainability goals
that align with stakeholder interests and support sustainable
business growth.

These initiatives are implemented through theÂ Suman
Nirmal Minda Foundation (SNMF)âthe dedicated CSR
and philanthropic arm of the Uno Minda Groupâvia its
flagship projects:Â Samarth-JyotiÂ andÂ The Suman Nirmal
Minda Schools, operating in various parts of India. Our
efforts focuses on critical areas including education, skill
development, preventive and curative healthcare, and
community development and well-being.

Key Highlights of FY 2024-25:

â¢ Â Â Â The CSR expenditure was allocated towards education,
skill enhancement, healthcare, community development
and well-being.

â¢ Â Â Â Key programs were organised such as Cutting and
Tailoring, Beauty Culture, IT Literacy Courses, Remedial
Classes, and Community Schools significantly benefited
women, youth, children, and marginalised groups. New
beauty courses were introduced at existing centres based
on community needs.

â¢ Â Â Â Self-Help Groups were supported and encouraged
by Project Samarth-Jyoti to enhance livelihood
opportunities. This initiative also promoted the circular
economy by optimising waste usage and converting it
into usable goods.

â¢ Â Â Â Community awareness, sensitisation, and health checkÂ¬
up camps were organised at various locations across
India.

â¢ Â Â Â The Suman Nirmal Minda School was inaugurated in
Hosur, in addition to the existing CBSE-affiliated Senior
Secondary School operating in Ahmedabad, Gujarat.
Along with 18 Samarth-Jyoti Centres across multiple
states, these initiatives impacted 6,901 individuals
directly and 41,510 indirectly.

â¢ Â Â Â Partnered with HP India WOW to support 100 students
through digital literacy initiatives.

â¢ Â Â Â Launched the HP India CLAP programme in Chennai and
the NCR region, benefiting 2,219 individuals.

â¢ Â Â Â Initiated need-based community projects at various
locations to support overall community development.

â¢ Â Â Â Conducted multiple employee volunteering initiatives,
encouraging staff to support social causes, create
ground-level impact, and enhance their sense of
belonging.

â¢ Â Â Â Received several awards and accolades for effective CSR
project implementation.

â¢ Â Â Â Actively participated in and represented the organisation
at various CSR platforms.

Our initiatives aim to empower underserved youth and women
by equipping them with essential skills that enable dignified
and self-sufficient lives. At theÂ Samarth-Jyoti Centres, we
adopt modern pedagogical approaches to provide holistic
education to underprivileged children, ensuring they receive
quality support tailored to their needs. We also focus on
strengthening remedial programs in government schools to
bridge educational gaps and foster critical thinking.

Since inception, our CSR initiatives have impactedÂ over
300,000 livesÂ (directly and indirectly) across more than
seven states in India. Our work continues across identified
thematic areas to support theÂ overall development of
communities.

A detailed summary of ourÂ CSR Policy, as approved by
the Board, along with disclosures of activities for the year
under review, is available inÂ Annexure-AÂ of this report, in
compliance with the Companies (CSR Policy) Rules, 2014.
For more information on the CSR Committee,Â please refer to
the Corporate Governance Report enclosed with this Board's
Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014, is enclosed asÂ Annexure-BÂ to the Board's Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance
requirements as specified in SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, the report on the same as stipulated
in Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is enclosed asÂ Annexure-CÂ to the Board's Report.

The Certificate issued by M/s. Chandrasekaran Associates,
Company Secretaries in practice confirming the Compliance
of conditions of Corporate Governance as stipulated in
Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is enclosed asÂ Annexure-DÂ to the Board's Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has constituted a Risk
Management Committee to frame, implement and monitor

the risk management plan and its effectiveness for the
Company.

The Risk Management Policy of the Company is made available
on the website of the which can be accessed atÂ https://
www.unominda.com/uploads/investor/policies/risk%20
manaaement%20policv.pdf

The Company has also laid down the procedures to inform
Board members about risk assessment and minimisation.

During the year under review, the Committee re-assessed
its enterprise level risks and related mitigation plan. Risk
management is an ongoing activity considering the dynamic
business environment in which Company operates. Continuous
re-assessment of risks and mitigation plan has helped the
Company to mitigate new evolving risks and minimise adverse
effect of such risk in the interest and for the benefit of all the
stakeholders.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for
governance of orderly and efficient conduct of its business
including adherence to Company's policies, safeguarding of
its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records and
the timely preparation of reliable financial information and its
disclosures. The Company has well documented policies and
SOPs covering all financial and operating functions.

The Company's internal control systems are commensurate
with the nature of its business, the size and complexity of its
operations.

To further strengthen the internal control system, the Company
has well established internal audit. The internal audit is carried
out by external independent auditor. The Internal auditors for
the FY 2024-25 were Grant Thornton Bharat LLP. The Internal
Auditors periodically review compliance of operations, in line
with the documented policies and procedures and assess the
effectiveness as well as the efficacy of the same in terms of
effective internal control. The Company also uses internal
audit tracking tool to monitor the status of management
actions emanating from previous internal audit finding. The
significant audit findings are reviewed on quarterly basis in
the meeting of the Audit Committee.

The internal control and governance process are duly reviewed
for the adequacy and effectiveness through regular testing
of key controls by management and independent internal
auditor.

The Statutory Auditors of the Company have audited the
financial statements included in the Annual Report and have
issued an attestation report on the Company's internal control
over financial reporting (as defined in Section 143 of the
Companies Act, 2013).

HUMAN RESOURCE MANAGEMENT

At Uno Minda, we are wholeheartedly committed to fostering
a positive and inclusive workplace where every individual feel
valued and empowered. We celebrate the unique contributions
of each employee, acknowledging that their diverse talents
and perspectives are essential to our collective success. By
providing equal opportunities for professional growth, we
ensure that every team member has the chance to develop
their skills and advance in their career. Our achievements as an
organisation are inextricably linked to the personal successes
of our employees. We strive to cultivate strong, supportive
relationships that recognise and honor the vital role each
individual plays in our overarching mission. Together, we are
building a thriving community that champions collaboration,
innovation, and mutual respect.

A. Â Â Â Recruitment and Selection:

Our organisation actively partners with hiring managers
to gain a deep understanding of the specific skills and
qualifications required for each role. We utilise a blend of
traditional recruitment methods, such as job postings and
networking, along with modern approaches, like social
media outreach and digital marketing campaigns, to
attract a wide variety of candidates. Our comprehensive
selection process meticulously evaluates each applicant,
ensuring that we not only identify but also appoint only
the most exceptional and well-suited individuals for the
positions available. This approach allows us to build a
talented and diverse workforce that meets the unique
needs of our organisation.

B. Â Â Â Employee Onboarding:

We firmly believe that an effective onboarding process is
vital for helping new employees successfully acclimatise
to their roles and integrate into our organisation. Our
Paathshaala programme is at the forefront of this
initiative, providing a series of detailed orientation
sessions tailored to immerse new hires in our corporate
culture and core values. These sessions offer an in-depth
exploration of our established policies and procedures,
enabling new employees to navigate their responsibilities
with confidence. In addition, we prioritise introducing
new team members to key colleagues, fostering
meaningful connections that promote collaboration and
teamwork. This comprehensive approach ensures that
every newcomer feels welcomed and supported as they
embark on their journey with us.

C. Â Â Â Employee Relations:

At Uno Minda, we place a strong emphasis on fostering
open and transparent communication throughout our
organisation. As a united and collaborative team, we act
as a vital link between our employees and management,
ensuring that concerns or grievances are addressed swiftly
and fairly. Our commitment goes beyond mere words;
we strive to create a nurturing work environment where
every employee feels heard, appreciated, and integral to
our collective success. By cultivating a culture of support
and respect, we aim to empower our workforce to thrive
and contribute their best.

D. Â Â Â Performance Management:

At Uno Minda, we have established a robust performance
management system designed to ensure that individual
objectives are closely aligned with our organisational
goals. This alignment not only enhances productivity
but also creates a sense of purpose within our team. In
addition, we actively cultivate a workplace culture that
prioritises the recognition and reward of high achievers.
We firmly believe that celebrating success is vital for
motivating our employees and retaining top talent, as it
fosters an environment where excellence is acknowledged
and encouraged. Through these practices, we aim to
inspire our workforce to reach their full potential while
contributing to the overall success of the organisation.

E. Â Â Â Learning and Development:

Uno Minda is deeply dedicated to nurturing a culture of
continuous learning and development, which empowers
its employees to achieve exceptional performance goals.
This commitment is reflected in a variety of initiatives,
including standout programs such as "Ascent,â
"Transform,â and "MLeap.â Each of these initiatives is
designed to address the unique growth needs of our
workforce.

In the realm of leadership development, we are excited
to announce a strategic partnership with a highly
regarded consulting firm known for its expertise in
cultivating exceptional leaders. This collaboration
enables us to carry out in-depth assessments of our
leaders, providing insightful feedback and personalised
guidance tailored to their unique developmental
needs. By fostering a supportive environment, we are
committed to preparing our leaders for future roles that
demand greater responsibilities and strategic vision. We
wholeheartedly encourage our employees to embrace
these invaluable opportunities, as they are designed not
only to enhance professional skills but also to accelerate
career growth and open doors to new possibilities within
our organisation.

F. Â Â Â Employee Benefits and Well-being:

At Uno Minda, we strongly recognise the critical
importance of employee well-being and the need for a
harmonious balance between professional responsibilities
and personal life. To support our team members, we offer
an extensive benefits package that features robust health
insurance options and a variety of wellness programs
designed to enhance both physical and mental health. In
addition to these offerings, we actively promote wellness
initiatives and organise engaging employee activities
that foster a vibrant and supportive workplace culture,
ultimately striving to create an environment where all
employees feel valued, healthy, and motivated.

G. Â Â Â Compliance and Ethics:

Uno Minda is unwavering in its commitment to uphold
the highest ethical standards while strictly adhering to all
relevant laws and regulations. This commitment serves
as a crucial cornerstone of our operations, ensuring
that every employee can thrive in a secure and reliable
environment. This safe workplace fosters a culture of
trust and safety, allowing our workforce to concentrate
on their responsibilities with peace of mind.

We are dedicated to attracting, nurturing, and retaining
a diverse and talented workforce. Our goal is to cultivate
an inclusive work environment where every employee
feels valued, supported, and empowered to realise their
fullest potential. Over the years, Uno Minda has built a
reputation as an exemplary workplace, characterised by
excellence in five key dimensions that define a high-trust,
high-performance culture: Credibility, Respect, Fairness,
Pride, and Camaraderie. In this environment, employees
are encouraged to collaborate, share ideas, and grow
together, reinforcing our commitment to individual and
collective success.

H. Â Â Â HR Digital Transformation:

Uno Minda is deeply dedicated to fostering a culture of
high performance through the innovative integration of
advanced technologies. To achieve this goal, we have
meticulously crafted an HR Technology Roadmap, which
we are actively implementing to transform and elevate
our human resource processes.

Our strategic approach is focused on optimising
operations while significantly enhancing the overall
employee experience. Among our key initiatives is the
deployment of a comprehensive and fully automated
Human Resource Management System (HRMS) powered
by Darwinbox. This sophisticated system seamlessly
manages the entire employee lifecycle, ensuring that all
HR functions are interconnected and efficient.

In addition, we have introduced a Tableau-based
HR digital dashboard that serves as a vital tool for
improving our strategic decision-making capabilities.
This dashboard enables us to visualise and analyze data
effectively, allowing for informed insights that drive our
HR initiatives and organisational success.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median
of employees' remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed asÂ Annexure-E.

In accordance with the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees
are available with the Company. In terms of provisions of
Section 136(1) of the Act, any member intends to obtain a
copy of the said details may write to the Company Secretary
and Compliance Officer of the Company.

In accordance with the provisions of Section 197(14) of the
Companies Act, 2013, except Mr. Nirmal K. Minda, other
Executive Directors of your Company didn't receive any
remuneration or commission from any of its subsidiaries. Mr.
Nirmal K. Minda received remuneration ofÂ 'Â 1.73 Crores from
Uno Mindarika Private Limited, a material Subsidiary of the
Company where also he occupies the position of Managing
Director.

VIGIL MECHANISM

Your Company is deeply committed to highest standards of
ethical, moral and legal business conduct. It ensures that it
provide a respectful work environment, not only for all our
employees, but for all our external partners too. Accordingly,
the Board of Directors have formulated Whistle Blower Policy
which is in compliance with the provisions of Section 177(10)
of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.

The Company has an Ethics Helpline for the employees (both
permanent and contractual), directors, vendors, suppliers and
other stakeholders, collectively known as the "Reportersâ of
Uno Minda Limited. The helpline will serve as an avenue for the
Reporters to 'blow the whistle' in case they come across any
unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater
emphasis on whistle blower activities where initiatives such
as campaigns, posters at prominent locations, awareness
sessions etc. were taken to encourage the employees to speak-
up about any wrong doing activities and bring the same to the
notice of the Management through whistle blower activities.

The complaints of whistle blower are processed by professionals to assure collection of accurate information and protection of
the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access
to the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2025, there were Eight (8) Directors on the Board of your Company, consisting of five (5) Independent Directors
and three (3) Executive Directors. The Executive Directors consisted of the Chairman and Managing Director (CMD), the Deputy
Managing Director (Dy. MD) and Whole-time Director.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^stÂ March 2025 are:

S. No.	Name of the Directors/KMPs	Designation
1	Mr. Nirmal K. Minda	Chairman and Managing Director*
2	Mr. Ravi Mehra	Whole-time Director (designated as Deputy Managing Director) #
3	Mr. Vivek Jindal	Whole-time Director
4	Mr. Sunil Bohra	Chief Financial Officer
5	Mr. Tarun Kumar Srivastava	Company Secretary & Compliance Officer

*Appointed and re-designated as Executive Chairman (Executive Director) w.e.f, 01 April 2025
#Appointed and re-designated as Managing Director w.e.f., 01 April 2025

During the year under review, following changes have taken

place in the Board of Directors and Key Managerial Personnel

of the Company:

- Â Â Â Mr. Ravi Mehra (DIN: 01651911) was re-appointed as
a Whole-time Director designated as Deputy Managing
Director with effect from 01 April 2024.

- Â Â Â Mr. Anand Kumar Minda (DIN: 00007964) has stepped
down from the position of Directorship of the Company
with effect from 25 March 2025, due to his personal
reasons.

- Â Â Â Mr. Vivek Jindal (DIN:01074542) has been appointed
as Whole-time Director of the Company for a term of
3 (Three) years with effect from 01 April 2024 and the
same got the approval of the Members of the Company
through Postal Ballot on 08 June 2024.

- Â Â Â Mr. Rakesh Batra (DIN: 06511494), Non-Executive
Independent Director on the Board of the Company
completed his tenure and ceased to be a Director on the
Board with effect from 19 July 2024.

- Â Â Â Mr. Rajiv Batra (DIN: 00082866) has been reappointed
as an Independent Director of the Company, for second
term of 3 (Three) years with effect from 01 April 2024 till
31 March 2027 with the approval of the Members of the
Company through Postal Ballot on 23 March 2024.

- Â Â Â Dr. Sandhya Shekhar (DIN:06986369) has been
appointed as an Additional Director in the category of
Non-Executive Independent Director of the Company
with effect from 01 September 2024 and approved by

the Members of the Company through Postal Ballot on
18 October 2024 for a period of 2 (Two) Years.

After the closure of FY 2024-25, following are the changes in

the Board of Directors and KMPs of the Company:

- Â Â Â Mr. Nirmal K Minda (DIN: 00014942) has been reÂ¬
designated and appointed as Executive Chairman
(Executive Director) of the Company with effect from
01 April 2025 till the expiry of his current tenure i.e. till
31 March 2027. The same got the approval from the
Members of the Company through Postal Ballot on 09
May 2025.

- Â Â Â Mr. Ravi Mehra (DIN: 01651911) has been re-designated
and appointed as Managing Director of the Company
with effect from 01 April 2025 till the expiry of his
current tenure i.e. till 31 March 2027. The same got the
approval from the Members of the Company through
Postal Ballot on 09 May 2025.

- Â Â Â Mr. Abhay Damle (DIN: 06845673) has been appointed
as an Additional Director in the category of Non-Executive
Independent Director of the Company for a period of 2
(two) consecutive years with effect from 01 April 2025
and approved by the Members of the Company through
Postal Ballot on 09 May 2025.

- Â Â Â Mr. Shekar Viswanathan (DIN: 01202587) has been
appointed as an Additional Director in the category of
Non-Executive Independent Director of the Company for
a period of 2 (two) consecutive years with effect from
01 April 2025 and approved by the Members of the
Company through Postal Ballot on 09 May 2025.

- Â Â Â Ms. Pallak Minda (DIN: 07991658) has been appointed as
an Additional Director in the category of Non-Executive
Non-Independent Director with effect from 01 April
2025 and approved by the Members of the Company
through Postal Ballot on 09 May 2025 as a director liable
to retire by rotation.

- Â Â Â Ms. Paridhi Minda (DIN: 00227250) has been appointed
as an Additional Director in the category of NonÂ¬
Executive Non-Independent Director with effect from
01 April 2025 and approved by the Members of the
Company through Postal Ballot on 09 May 2025 as a
director liable to retire by rotation.

- Â Â Â Mr. Satish Balkrishna Borwankar (DIN: 01793948),
Non-Executive Independent Director on the Board of
the Company completed his tenure and ceased to be a
Director on the Board with effect from 12 April 2025.

DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act,
2013 read with SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the Independent Directors
of the Company have submitted the declaration(s) that each of
them meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 read with sub-rule (2)
of Rule 5 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and Regulation 16(1 )(b) of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 and there has been no change in the
circumstances which may affect their status as independent
director during the year.

In the Board's opinion, all the Independent Directors including
those appointed during the year are persons of high repute,
integrity and possess the relevant proficiency, expertise and
experience in their respective fields.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,
2013 and in terms of Articles of Association of the Company,
Mr. Vivek Jindal (DIN:01074542) is liable to retire by rotation
and being eligible, offered himself for re- appointment at the
ensuing 33^rdÂ Annual General Meeting (AGM) of the Company.

The details of Mr. Vivek Jindal, being recommended by the
Board for re-appointment, is included in the notice of the
ensuing 33^rdÂ AGM of the Company.

BOARD EVALUATION

the directors for their feedback on Board, Board Committees,
Chairperson of the Board and director evaluation. A meeting
of the independent directors was held on 20 May 2025,
where they reviewed and discussed the feedback on the
functioning of the Board, Board Committees, Chairperson and
other directors including Executive Directors. The Nomination
and Remuneration Committee at its meeting held on 21 May
2025, also reviewed the feedback on the evaluation of the
functioning of the Board, Board Committees, Chairperson
and other directors. The Board at its meeting held on 21 May
2025, reviewed and discussed the feedback of the evaluations.
The area of improvements as highlighted by the evaluation
exercise shall be implemented to further strengthen the
corporate governance of the organisation.

FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

The Company has in place a structured induction and
Familiarisation Programme for all its Directors including the
Independent Directors. They are regularly updated on all
business-related issues and new initiatives. They are facilitated
to visit the various plants of the Company to familiarise them
with the manufacturing facilities, processes, products, etc. of
the Company and the CSR initiatives taken by the Company
towards Social well-being.

They are also informed of the important policies of the
Company including the 'Code of Conduct for Directors and
Senior Management Personnel'(available on the Company's
website atÂ https://www.unominda.com/uploads/Investor/
Pdf/Code%20of_Conduct.pdf) and the 'Code of Conduct for
Prevention of Insider Trading' (available on the Company's
website atÂ https://www.unominda.com/uploads/investor/
policies/Insider%20Trading%20Code%20of%20Conduct.pdf)

The details of Familiarisation Programs imparted to Independent
Directors during the financial year 2024-25 are available on
the website of the Company atÂ https://www.unominda.
com/uploads/Investor/Familiraization%20Programs%20
Imparted%20to%20Directors.pdf.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Policy of the Company
on directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required

under sub-section (3) of Section 178 of the Companies Act,
2013, are available on the Company's website atÂ https://www.
unominda.com/uploads/investor/policies/Nomination%20
and%20Remuneration-Policy.pdf

MEETINGS OF THE BOARD

During the year under review, ten (10) Board Meetings
were convened and held, the details of which are given in
the Corporate Governance Report enclosed with this Board
report. The intervening gap between two consecutive Board
meetings was not exceeding the period prescribed under the
Companies Act, 2013.

The Company Secretary and Compliance Officer prepares the
agenda and the explanatory notes, in consultation with the
Managing Director & CFO and circulates the same in advance
to the Directors. Every Director is free to suggest inclusion
of items on the agenda. The Company has a process to take
inputs from all the Directors on points of discussion/agenda
to be covered in the meeting of Board/Board Committees. The
Board meets at least once every quarter, inter alia, to review
the quarterly results. Additional meetings are held, whenever
necessary.

In the Board meetings, presentations are made on different
businesses by the respective Domain CEOs and Business Heads.
Inputs provided in the Board meetings are implemented
and update on the same is also provided in the subsequent
meetings.

The Board proactively also asks for various detailed analysis,
benchmarking, review presentations, status updates etc.
Based on updates and presentations made, the Board then
provides their suggestions to improve the business.

The Minutes of the proceedings of the Meetings of the
Board of Directors are approved and the draft minutes are
circulated amongst the Members of the Board for their
perusal. Comments, if any, received from the Directors are
also incorporated in the Minutes, in consultation with the
Chairperson. The minutes are approved, entered and signed
as per the manner and timelines as prescribed.

MEETINGS OF THE BOARD COMMITTEES

The Company has the following Board committees, which
have been established as a part of the corporate governance
practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes:

Statutory Committees:

â¢ Â Â Â Audit Committee

â¢ Â Â Â Nomination and Remuneration Committee

â¢ Â Â Â Stakeholders Relationship Committee

â¢ Â Â Â Corporate Social Responsibility Committee

â¢ Â Â Â Risk Management Committee

Other Committees:

â¢ Â Â Â NCD Committee

â¢ Â Â Â Executive Committee

â¢ Â Â Â Mergers and Acquisitions Committee

The details with respect to the compositions, powers, roles,
terms of reference and number of meetings held during the
year of relevant committees are given in detail in the Corporate
Governance Report of the Company, which is enclosed with
this Board report.

The Minutes of the proceedings of the Meetings of the
Committees are approved and the draft minutes are circulated
amongst the Members of the Committees for their perusal.
Comments, if any, received from the Committee members
are also incorporated in the Minutes, in consultation with the
Chairperson. The minutes are approved, entered and signed
as per the manner and timelines as prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the
Board of Directors to the best of their knowledge and ability,
confirm:

a. Â Â Â that in the preparation of the annual accounts, the
applicable accounting standards have been followed and
there are no material departures;

b. Â Â Â that they have selected such accounting policies and
applied them consistently and made judgment and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at 31 March 2025 and of the profit of the Company
for the year ended on that date;

c. Â Â Â that they have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. Â Â Â that they have prepared the annual accounts on a 'going
concern basis';

e. Â Â Â that they have laid down proper internal financial
controls and such internal financial controls are adequate
and operating effectively; and

f. Â Â Â that they have devised proper systems to ensure
compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

committees, including the audit committee, the Board is of the
opinion that the Company's internal financial controls were
adequate and effective during FY 2024-25.

RELATED PARTY TRANSACTIONS

None of the transactions with related parties fall under the
scope of Section 188(1) of the Companies Act, 2013. The
Related Party Transactions (RPTs) during the financial year
were held in the ordinary course of business and on arm's
length and hence a disclosure in Form AOC-2 in terms of
clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014 is not required.

All RPTs are subjected to independent review by the Internal
Auditors to establish compliance with the requirements
of arm length testing. The details of the transactions with
related parties during the year under review are provided in
the accompanying financial statements.

Prior omnibus approval of the Audit Committee was obtained
for the RPTs, which were of a foreseen and repetitive
nature. The RPTs with requisite details are placed before the
Audit Committee, the composition of which comprises of
Independent Directors only. During the year under review,
there were no material Related Party Transactions in terms
of Regulation 23 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The Company has also
adopted the Policy on Related Party Transactions and the same
is available on the website of the Company atÂ https://www.
unominda.com/uploads/investor/policies/RPT%20policv.pdf

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 (the
'SEBI PIT Regulations') on prevention of insider trading, your

Company has a Code of Conduct for regulating, monitoring
and reporting of trading by Designated Persons and their
immediate relatives. The said Code lays down guidelines,
which guide Designated Persons on the procedures to be
followed in dealing with the shares of the Company. The
said code is available on the website of the Company at
https://www.unominda.com/uploads/investor/policies/
Insider%20Trading%20Code%20of%20Conduct.pdf

Your Company also has a Code of practices and procedures
of fair disclosures of unpublished price sensitive information
including a policy for determination of legitimate purposes
along with the Institutional Mechanism for prevention of
insider trading and Policy and procedures for inquiry in
case of leak of unpublished price sensitive information or
suspected leak of unpublished price sensitive information.
The said code is available on the website of the Company at
https://www.unominda.com/uploads/investor/policies/
Code%20of%20Practices%20&%20Procedures%20for%20
Fair%20Disclosure%20of%20UPSI.pdf

Further, your Company has put in place adequate and effective
system of internal controls and standard processes have been
set to ensure compliance with the requirements given in these
regulations to prevent insider trading.

To increase awareness on the prevention of insider trading
in the organisation and to help the Designated Persons to
identify and fulfil their obligations, the Company imparted
training to all Designated Persons. The Company also sent
email and text messages for closure of trading window and
submission of periodic disclosures, etc.

The Company has also maintained the Structure Digital
Database of persons with whom the UPSI was shared in
compliance to SEBI PIT Regulation.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has 17 direct Subsidiaries, 13 step down Subsidiaries, 9 Associates/Joint Ventures as on 31 March 2025 as defined
under the Companies Act, 2013. Besides this, the Company has control over 5 partnership firms as on 31 March 2025.

During the year and till the date of report, the Company has formed/liquidated following subsidiary company/Joint Ventures/
Associates:

S. No.	Name of the entities	Nature of relationship	Remarks	Date of Change
(i)	Minda Westport Technologies Limited	Subsidiary Company	Became a Subsidiary from Joint Venture	18 April 2024
(ii)	CREAT Czech s.r.o.	Step Down Wholly Owned Subsidiary	Incorporated during the year	09 September 2024
(iii)	Minda Onkyo India Pvt. Ltd.	Subsidiary Company	Became a Subsidiary from Associate	24 September 2024
(iv)	Minda Nabtesco Automotive Pvt. Ltd.	Associate Company	Became an Associate	26 September 2024

During the year under review, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to the provisions of
Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries, Joint
Ventures and Associates in Form AOC-1 is attached to the financial statements of the Company. The statement also provides
details of performance and financial position of each of the Subsidiaries and their contribution to the overall performance of the
Company.

Further, pursuant to the provisions of Section 136 of the Act,
the Standalone and Consolidated financial statements of
the Company, along with relevant documents and separate
audited financial statements in respect of subsidiaries, are
available on the website of the Company atÂ https://www.
unominda.com/investor/subsidiaries-annual-accounts

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public
under Section 73 of the Companies Act, 2013 during the year
under review and as such no amount of principal or interest
was outstanding as on 31 March 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013 forms part of the
Notes to the Standalone Financial Statements provided in this
Annual Report.

STATUTORY AUDITORS REPORT

At the 29^thÂ Annual General Meeting (AGM) held on 12 August
2021, the Members approved appointment of M/s. S. R.
Batliboi & Co., LLP, Chartered Accountants (ICAI Registration
no. 301003E/ E300005) as Statutory Auditors of the Company
to hold office for a period of Five (5) years commencing from
the conclusion of that AGM till the conclusion of the 34^thAGM of the Company to be held in the year 2026.

The Statutory Auditors' Report for FY 2024-25, does not
contain any qualification, reservation or adverse remark or
disclaimer, the same forms part of the Annual Report.

The Statutory Auditors of the Company have not reported any
matter under Section 143(12) of the Companies Act, 2013.

COST ACCOUNTS AND COST AUDITORS

The cost accounts and records as required to be maintained
under Section 148 (1) of the Companies Act, 2013 are duly
made and maintained by the Company.

M/s. Jitender Navneet & Co., Cost Accountants (Firm
Registration No. 000119) were the Cost Auditors of the
Company for FY 2024-25 & FY 2023-24. The cost audit report
for FY 2023-24 submitted by the said Cost Auditors during the
FY 2024-25 does not contain any qualification, reservation or
adverse remark. Further, the Cost Auditors of the Company
have not reported any matter under Section 143(12) of the
Companies Act, 2013 in their report for FY 2023-24.

The Board of Directors upon recommendation of the Audit
Committee has appointed M/s. Jitender Navneet & Co., Cost
Accountants (Firm Registration No. 000119), as the Cost
Auditors for FY 2025-26.

A resolution seeking approval of the members for ratifying the
remuneration payable to the Cost Auditors for FY 2025- 26
is provided in the Notice to the ensuing 33^rdÂ Annual General
Meeting.

SECRETARIAL AUDITORS

The Board of Directors of the Company had re-appointed
M/s Chandrasekaran Associates, Company Secretaries
(ICSI FRN: P1988DE002500), as Secretarial Auditors of the
Company to conduct the Secretarial Audit of the Company
FY 2024-25.

The Secretarial Audit Report for the financial year ended 31
March 2025 is enclosed asÂ Annexure-F. Further, there has
been no qualification made by the Secretarial Auditors in their
report for the financial year ended 31 March 2025.

Further, as per the requirement of Regulation 24A of
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Secretarial Audit report of the material
subsidiaries namely Uno Mindarika Private Limited (Formerly
known as Mindarika Private Limited) is also attached as
Annexure-G.

Further, the Secretarial Auditors of the Company have not
reported any matter under Section 143(12) of the Companies
Act, 2013 in their report for FY 2024-25.

Further, Securities and Exchange Board of India (SEBI) had
amended Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI (LODR)
Regulations, 2015') on 12 December 2024. The said amended
Regulation provides specific guidelines for appointing and reÂ¬
appointing Secretarial Auditors w.e.f., 01 April 2025. As per
the amendment, a listed entity shall appoint or re-appoint an
individual as Secretarial Auditor for not more than one term of
five consecutive years; or a Secretarial Audit firm as Secretarial
Auditor for not more than two terms of five consecutive years,
with the approval of its shareholders in its Annual General
Meeting.

Accordingly, based on the recommendations of the Audit
Committee, the Board of Directors at its meeting held
on 21 May 2025, recommended to the shareholders the
appointment of M/s. DPV and Associates LLP, Company
Secretaries (FRN: L2021HR009500), as Secretarial Auditors
of the Company for a period of 5 consecutive years from FY
2025-26 to FY 2029-30 pursuant to provisions of Section
204 of the Companies Act read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or reÂ¬
enactment thereof for the time being in force) and Regulation
24A of SEBI (LODR) Regulations, 2015.

For further details on the proposed appointment of Secretarial
Auditors, please refer to the Notice of the 33rd AGM of the
Company.

EQUAL EMPLOYMENT OPPORTUNITY

The Company strives to ensure that all employees are treated
with dignity and respect. The Company is committed towards
making efforts to maintain a workplace with physical and
mental comfort, free of prejudice and bias based on sex,
gender, race, caste, culture, nationality etc.

The Company is an Equal Employment Opportunity Company
(EEOC) and is committed to create a healthy working
environment that enables employees to work without fear or
prejudice, gender bias and a harassment free workplace to
all employees without regard to race, caste, religion, colour,
ancestry, marital status, gender, sexual orientation, age,
nationality, ethnic origin or disability.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a robust policy and framework for
prevention of sexual harassment at workplace. The policy is
formulated for the purpose of prevention, prohibition and
redressal mechanisms of any wrongs with "sexual intentâ
defined under sexual harassment at the workplace and
Principle of Natural Justice.

The Company has complied with provisions relating to
the constitution of Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, which is responsible for redressal
of complaints related to sexual harassment and follows the
guidelines provided in the said policy. At the beginning of
the financial year, one complaint was pending for resolution.
During the year, one additional complaint was received.
During the year, the Internal Complaints Committee
conducted inquiries into both cases and took appropriate
action in accordance with the prescribed policy. As a result,
there were no pending complaints under the said policy at the
end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators
or Courts or Tribunals which will impact the going concern
status and Company's operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return of the Company is available on the
Company's website onÂ https://www.unominda.com/investor/
annual-return

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion &
Analysis is enclosed asÂ Annexure-H.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from
trading in any of the stock exchanges.

FINANCIAL YEAR

The Company follows the financial year which commences
from 01 April and ends on 31 March of subsequent year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is adhering to the Business Responsibility
and sustainability Reporting (BRSR) Requirements. The BRSR
indicates the Company's performance against the principles
of the 'National Guidelines on Responsible Business Conduct'.
This would enable the Members to have an insight into
Environmental, Social and Governance initiatives of the
Company. We are reporting on BRSR Core and have undergone
reasonable assurance for the report from M/s BDO India LLP.

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 along with Independent Assurance
Statement from M/s BDO India LLP is enclosed herewith
asÂ Annexure-IÂ and is also available on the website of the
Company atÂ https://www.unominda.com/investor/annual-
report-fy-24-25

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND AND
SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND AND NODAL OFFICER

Details of the transfer to the IEPF made during the year are
as under:

S. No.	Particulars
1.	Amount of unclaimed/ unpaid dividend SÂ Unclaimed dividend ofÂ 'Â 2,43,224.00 relating to final dividend of FY 2016-17 declared by Uno Minda Limited. SÂ Unclaimed dividend ofÂ 'Â 2,62,234.80 relating to Interim dividend of FY 2017-18 declared by Uno Minda Limited. SÂ Unclaimed dividend ofÂ 'Â 4,03,977.00 relating to 2^ndÂ Interim dividend of FY 2016-17 declared by erstwhile Harita Seating Systems Limited. SÂ Unclaimed dividend ofÂ 'Â 2,83,440.00 relating to 1^stÂ interim dividend of FY 2017-18 declared by erstwhile Harita Seating Systems Limited. SÂ Unclaimed dividend ofÂ 'Â 5,39,712.00 relating to 2^ndÂ interim dividend of FY 2017-18 declared by erstwhile Harita Seating Systems Limited.
2.	Underlying shares transferred to IEPF SÂ 361 Nos. of underlying equity shares relating to unclaimed final dividend of FY 2016-17 of Uno Minda Limited. SÂ 14030 Nos. of underlying equity shares relating to unclaimed interim dividend of FY 2016-17 of Uno Minda Limited. SÂ 7038 Nos. of underlying equity shares relating to unclaimed 2^ndÂ interim dividend of FY 2016-17 of erstwhile Harita Seating Systems Limited, which has been merged with Uno Minda Limited. SÂ 5000 Nos. of underlying equity shares relating to unclaimed 1^stÂ interim dividend of FY 2017-18 of erstwhile Harita Seating Systems Limited, which has been merged with Uno Minda Limited. SÂ 1005 Nos. of underlying equity shares relating to unclaimed 2^ndÂ interim dividend of FY 2017-18 of erstwhile Harita Seating Systems Limited, which has been merged with Uno Minda Limited.
3.	Other amount transferred to IEPF viz. matured deposit, matured debentures, application money for securities, sale proceeds of fractional shares arising out of amalgamation NIL

Name of Nodal Officer: Mr. Tarun Kumar Srivastava, Company
Secretary and Compliance Officer. Details of Nodal Officer
and Dy. Nodal Officer are mentioned on the website of the
Company atÂ https://www.unominda.com/investor/investor-
desk

OTHER STATUTORY DISCLOSURES

Your Directors state that there being no transactions/event/
occasion with respect to following items during the year
under review, hence, no disclosure or reporting is required in
respect of the same:

1) Â Â Â Issue of equity shares with differential rights as to
dividend, voting or otherwise;

2) Â Â Â Issue of shares (including sweat equity shares) to
employees of your Company under any scheme, save
and except ESOS referred to in this report;

3) Â Â Â Buy-back of shares or under Section 67(3);

4) Â Â Â Settlements done with banks or financial institutions;

5) Â Â Â Details of revision of financial statement or the Report;

6) Â Â Â Issue of warrants;

7) Â Â Â Failure to implement any corporate action;

8) Â Â Â Amounts received from Director or relative of the
director;

9) Â Â Â Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) and their status; and

10) Â Â Â Details of difference between amount of the Valuation
done at the time of One Time Settlement and the
Valuation done while taking loans from the Banks or
Financial Institution along with the reasons thereof.

AWARDS AND RECOGNITION

It is pleased to inform that your Company, its Subsidiaries/
Joint Venture(s) and Associate(s) has received the
following recognitions/awards during the Financial Year
2024-25:

1. CII INDUSTRIAL INTELLECTUAL AWARD 2024

Uno Minda has been honoured with Special Recognition
for the Best Ratio of Patents Granted to R&D Expenses
(2019-2024) at the CII Industrial Intellectual Property
Awards 2024 in the Large - Manufacturing Patents
category.

This prestigious award is a testament to our unwavering
commitment to innovation, sustainability and excellence
in research and development.

2. Â Â Â INNOVATION IN THE AUTOMOBILE SECTOR AWARD FROM INDO-AMERICAN CHAMBER OF COMMERCE

Uno Minda has been awarded the prestigious Innovation in the Automobile Sector award by the Indo-American Chamber of
Commerce, India. This recognition was presented to Mr. Vivek Jindal, Whole Time Director. We are constantly pushing the
boundaries of innovation, and this award is a testament to the hard work and dedication of our entire team.

3. Â Â Â CSR TIMES AWARD 2024

The CSR wing of Uno Minda Group has been awarded the prestigious "CSR TIMES, AWARD 2024" in the "Women
Empowerment" category for our flagship initiative, "Samarth-Jyoti".

This recognition is a testament to our robust commitment for creating positive social impact, and we are immensely proud
of the work being done through Samarth-Jyoti to uplift and empower women.

4. Â Â Â GREAT PLACE TO WORK CERTIFIED

Uno Minda Limited has been honoured with the "Great Place to Work " Award for third consecutive year. This milestone
underscores our diligent efforts, determination and the constructive influence that we foster within our work environment.

5. Â Â Â BUSINESS AWARDS:

Uno Minda Limited
S. No.	Business	Award Category		Awarded by
1	Seating	â¢	Outstanding Efforts Towards Co-Creating World Class New Products in FY 24	Royal Enfield
Â	Â	â¢ Â Â Â Superlative Performance in Agility - Silver Award â¢ Â Â Â Supplier Samrat FY 25 - Winner Award â¢ Â Â Â Platinum Award: Certificate of Appreciation for Consistent Quality Performance		Ashok Leyland
Â	Â	â¢ Best Supplier Award for Quality		ADIENT
Â	Â	â¢ Best Quality & Delivery Performance for Outstanding Contributions		LEAR
Â	Â	â¢ Premium Supplier Award in Term of Quality for Achieving Zero Ppm With 100% Quality Rating		Kobelco
Â	Â	â¢ Best Problem Solver (Winner Award) - In Recognition of Best-inÂ¬ Class Performance in Quality, Delivery & Development		JBM
Â	Â	â¢ Best Quality Performance Award		SBD
Â	Â	â¢ Certificate of Appreciation Supplier Performance Rating A+		GABRIEL
Â	Â	â¢ The First & Preferred Supplier Worldwide - Partner Award		John Deere
Â	Â	â¢ Â Â Â Certificate of Appreciation Quality & Delivery Performance Rating 100% â¢ Â Â Â Green Energy Sustainability Award		TGSIN
Â	Â	â¢ M/S Greaves Electric Mobility Award		Ampere
2	Lighting 2W	â¢ Â Â Â Super Platinum Quality Award â¢ Â Â Â Best Kaizen Award		Bajaj
Â	Â	â¢ Â Â Â Supplier Safety Excellence Award â¢ Â Â Â Supplier Sustainability Excellence Award		TVSM
Â	Â	â¢ Development Award - Project Milestone Achiever		Ampere
Â	Â	â¢ Best Quality Award		Suzuki 2W
3	Switch 2W	â¢ Quality Award -Platinum		Bajaj
Â	Â	â¢ Outstanding Supplier Product Innovation Award for NGPD Switch Development		John Deere
4	Controller	â¢ On Time Delivery Award		Mahindra & Mahindra
Â	Â	â¢ Â Â Â Quality Award â¢ Â Â Â Overall Performance		Mahindra Last Mile Mobility

S. No.	Business	Award Category		Awarded by
5	AW2W	â¢ Â Â Â Bal TPM Award (SQPCDM) â¢ Â Â Â Bal Q Award (Quality)		Bajaj
6	Lighting 4W	â¢ Innovation Award-Bev		Mahindra
		â¢ Quality Month 2024, "Appreciation Awardâ		TKML
7	AW4W	â¢ Proactive Quality Improvement through Digital Initiatives		Suzuki PV
8	Uno Minda Limited	â¢ Overall Performance		Suzuki PV
Subsidiaries/ Joint Venture(s) and Associate(s)
S. No.	Name of the Subsidiaries/ Joint Venture(s) and Associate(s)		Award Category		Awarded by
1	Minda Nabtesco Automotive Private Limited		â¢ Achieving 100% Delivery		Daimler India Commercial Vehicles
2	Minda Westport Technologies Limited		â¢ Â Â Â Financial Prudence â¢ Â Â Â Overall Performance		Suzuki PV
3	Uno Minda D-Ten India Pvt Ltd		â¢ Best Environment Promotion - Delhi Region		TKML
4	Roki Uno Minda Co. Private Limited		â¢ Consistently High-Quality Performance in the Year 2024-25		Suzuki PV
			â¢ Exceptional Performance in Kaizen Contest		Yamaha
			â¢ Best Supplier for Sustainability Initiative		Honda 2W
			â¢ Bronze Award for Outstanding Performance In "Delivery, Quality & Costâ 2024-25		Honda PV
			â¢ Outstanding Performance In "Delivery, Quality & Costâ Parameters For 4-Wheeler Parts		Honda (Spare Division)-4W
			â¢ Appreciation for Target Accomplishment in Delivery and Quality of Spare Parts For 2-Wheeler Parts		Honda (Spare Division)-2W
5	Toyoda Gosei Uno Minda India Pvt Ltd		â¢ Â Â Â Overall Performance Award â¢ Â Â Â Localization of Design & Development Capability		Suzuki PV
6	Uno Minda Kyoraku Limited		â¢ Best Kaizen in Cost		Honda PV
			â¢ Business Continuity Winner		Suzuki PV
7	Uno Mindarika Private Limited		â¢ Special Engineering Support		Suzuki PV

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help
and co-operation extended by them. Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders,
customers, dealers, vendors, banks and other business partners for the unwavering support received from them during the year.
The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.

For and on behalf of the Board of Directors
ForÂ Uno Minda Limited

Nirmal K Minda

Date: 21 May 2025 Â Â Â Executive Chairman

Place: Manesar, Gurugram Â Â Â DIN: 0001494

Previous Year Values have been restated or regrouped to give the effect of Scheme of Amalgamation as approved during
the year.

Mar 31, 2024

The Board of Directors hereby submit its 32^nd report along with the audited financial statements of the Company for the financial year ended on 31 March 2024. The standalone and consolidated performance of the Company is summarised below:

FINANCIAL RESULTS

(Amount '' in Crores, unless otherwise stated)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23¹	FY 2023-24	FY 2022-23
Revenue from Operations	8,983.30	7,187.13	14,030.89	11,236.49
Other Income	135.88	115.11	33.76	48.89
Total Expenses	8,388.86	6,732.98	13,084.87	10,493.96
Profit before Share of profit of associates & Joint Venture, exceptional items and tax	730.32	569.26	979.78	791.42
Add: Exceptional item	0	(4.63)	26.62	-
Add: Share of net profit in associates and joint ventures	-	-	185.43	99.93
Less: Tax Expense	144.49	101.88	267.12	191.12
Net profit for the period after taxes	585.83	462.75	924.71	700.23
Less: Non-controlling interest	-	-	44.40	46.68
Profit for the year attributable to the Owners of the Company	585.83	462.75	880.31	653.55
Add: Other Comprehensive income for the year attributable to the Owners of the Company	(47.82)	51.17	(38.30)	78.14
Total Comprehensive income for the year attributable to the Owners of the Company	538.01	513.92	842.01	731.69
Earnings per share (EPS):
Basic (in '')	10.22	8.09	15.36	11.42
Diluted (in '')	10.21	8.08	15.34	11.37
Other Equity attributable to the Owners of the Company	3,690.67	3,173.38	4,827.95#	4,041.26#

Company''s Performance Standalone

The standalone revenue from Operations for FY 2023-24 increased by 25% over previous year and stood at '' 8,983.30 Crores as against '' 7,187.13 Crores in previous year. The profit after tax for the FY 2023-24 increased by 26.60% over previous year and stand at '' 585.83 Crores as against '' 462.75 Crores in the previous year. Total comprehensive income for the FY 2023-24 was '' 538.01 Crores as against '' 513.92 Crores in the previous year.

Consolidated

The consolidated revenue from Operations for the FY 202324 increased by 24.87% over previous year and stood at '' 14,030.89 Crores as against '' 11,236.49 Crores in previous year. The profit after tax attributed to the Owners for the FY 2023-24 increased by 34.70% over previous year and stood at '' 880.31 Crores, as against '' 653.55 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2023-24 was '' 842.01 Crores as against '' 731.69 Crores in the previous year.

A detailed analysis of the performance, consolidated as well as standalone, is included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, (the "Act") the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

PERFORMANCE AND OUTLOOK

India has emerged as an economic powerhouse, consistently showcasing its prowess on the global stage. With an expected GDP growth of 7.8% growth for FY 2023-24, India would remain one of the world''s fastest-growing major economy for the third year running. Strong domestic demand driven by private consumption and investment, government

reforms and initiatives implemented over the past decade. Investments in both physical and digital infrastructure, along with measures to boost manufacturing, have bolstered the supply side, provided a significant boost to economic activity in the country.

Mirroring the Indian economy''s growth trend, the auto industry and its component sector have also experienced impressive growth. India auto industry grew by 13% during FY 2023-24 to 28.4 Million units in comparison to 25.9 Million units last year. Led by the utility vehicles, passenger vehicles segment achieved yet another year of record performance reaching all time high of 4.9 Million annual production. Twowheeler segment also witnessed good recovery with over 21.4 Million units. The impressive growth is characterised by a clear preference for enhanced features and improved comfort.

The Company, supported by industry volumes and its strategic investment, has demonstrated excellent performance with 24.87% growth in annual consolidated revenues to 14,031 Crores in FY 2023-24 as against '' 1 1,236 Crores in FY 202223. The growth was evident across all product lines, with particularly strong performances from EV Products, Lighting, Switch, Sensor, Controllers and Alloy Wheel business. Some of the businesses/Initiatives which played significant role in the substantial growth are

â¢ One - Capacity expansion and ramp up in 4W Alloy wheel, 2W Alloy wheel, 4W Lighting Gujarat plant and 4W Switch Chennai plant

â¢ Two - Increase in revenues from EV Specific products under Uno Minda Friwo and Controller Division

â¢ Three - Market Share gains in 4W Lighting business

â¢ Four - Increase in kit value with higher sales of SUVs in passenger vehicles and premium model in 2W

â¢ And Five - Increase in exports for Seating and 2W Switch business

We would like to highlight that industry volume growth for FY 2023-24 was 10% as against which we have grown by 2.5x significantly higher than our long-term guidance 1.5x. The EBIDTA for the period grew by 28% at '' 1,585 Crores registering EBIDTA margins of 11.3%. The consolidated profit after tax which is Uno Minda''s share for the period was at '' 880 Crores as against '' 654 Crores in corresponding period last year reporting growth of 35%.

Moving ahead, the growing demand for enhanced features, safer and greener mobility, and localisation opens a new chapter with immense potential. The Company is strategically positioned for the future, investing in a robust product portfolio and emerging technologies that aligns with these key trends. Our diversified product portfolio including

unparallel EV products portfolio and continuous capacity and capabilities expansion solidify our confidence in outperforming the industry over next decade as well.

DIVIDENDS

The Board at its meeting held on 7 February 2024, declared an interim dividend of '' 0.65 per equity share i.e. 32.50% to the equity shareholders of the Company. Further, the Board at its Meeting held on 23 May 2024 has recommended a final dividend of '' 1.35 per equity share i.e. 67.50 % for the financial year ended on 31 March 2024, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total dividend for the financial year ended on 31 March 2024 aggregates to '' 2 per equity shares of '' 2 each i.e. 100%.

The Company has complied with the dividend distribution policy of the Company, the copy of which is available on the website of the Company at https://www.unominda.com/ uploads/investor/policies/Dividend-Policv.pdf

TRANSFER TO RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

SHARE CAPITAL

1) Authorised Share Capital

The Authorised share capital of the Company as on 31 March 2024 is '' 7,22,75,33,980, comprising of 179,15,19,740 No. of equity shares of '' 2 each and 2,75,00,000 No. of 8% Non-Cumulative Redeemable Preference Shares of '' 10 each and 3,36,94,945 No. of 0.01% Non-Cumulative Redeemable Preference Shares of '' 100 each.

During the year, the changes in the authorised share capital of the Company is mentioned herein below:

A. Pursuant to an order passed by Hon''ble NCLT, New Delhi Bench dated 13 July 2023 in the matters of composite scheme of arrangement between Harita Fehrer Limited, Minda Storage Batteries Private Limited and their respective shareholders and creditors with Uno Minda Limited, the Authorised Share Capital of the Company was enhanced from '' 5,1 1,69,20,500 to '' 7,14,75,33,980.

B. Pursuant to an order passed by Hon''ble NCLT, New Delhi Bench dated 12 December 2023, in the matters of Scheme of Amalgamation of Minda I Connect Private Limited with Uno Minda Limited, and their respective shareholders and creditors the Authorised Share Capital of the Company was enhanced from '' 7,14,75,33,980 to '' 7,22,75,33,980.

2) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2023 was '' 114,60,27,428 comprising of 57,30,13,714 No. of equity shares of '' 2 each. The Subscribed and Paid-up Equity Share capital of the Company as on 31 March 2024 stands at '' 114,81,89,150 comprising of 57,40,94,575 No. of equity shares of '' 2 each. The details of change in Paid-up Equity Share Capital during the year, is mentioned herein below:

A. Issue of equity shares pursuant to ESOP Scheme

During the year, pursuant to UNOMINDA Employee Stock Option Scheme, 2019 and in accordance with the relevant provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Section 62(1)(b) of the Companies Act, 2013 and the relevant Rules made thereunder, the Company has issued and allotted 2,60,990 Equity Shares of '' 2 each to the Employees of the Company, its subsidiaries, associates and Joint ventures, who had exercised the ESOP Options.

B. Scheme of Amalgamation of Minda I Connect Private Limited with Uno Minda Limited

The Company upon approval of Board of Directors in their meeting held on 19 January 2024 has allotted 8,19,871 equity shares of '' 2 each of the Company to the eligible shareholders of Minda I Connect Private Limited, pursuant to the scheme of Amalgamation of Minda I Connect Private Limited (Transferor Company) with Uno Minda Limited (formerly known as Minda Industries Limited) (Transferee Company) and their respective Shareholders and Creditors, as approved by Hon''ble National Company Law Tribunal (NCLT), New Delhi Bench vide its Order dated 12 December 2023.

ISSUANCE OF UNLISTED COMMERCIAL PAPER

The Company has issued the Unlisted Commercial Paper for an amount of ''100 Crores which was allotted on 12 April 2024. The said Commercial Paper are due for maturity on 26 June 2024.

ISSUANCE OF NON-CONVERTIBLE LISTED DEBENTURES

The Board of Directors in their meeting held on 09 August 2023 granted its in-principal approval for issuance of Listed, Non-Convertible Debentures upto ''400 Crores, in one or more tranches and accordingly the Company filed its draft General Information Document ("GID") and Key Information Document ("KID") with BSE Limited, the designated Stock Exchange on 07 November 2023. BSE Limited has granted its in-principal approval on 22 November 2023.

Further, upon approval of members of NCD Committee in its meeting held on 18 April 2024, the Company has approved the issuance of 10,000 (Ten Thousand) Unsecured, Listed, Rated, Redeemable, Non-Convertible, Non-Cumulative, Taxable Debentures ("NCDs"), on a private placement basis, of face value '' 1,00,000/- (Rupees One Lakh) each aggregating to '' 100,00,00,000/- (Rupees One Hundred Crores) in 1st Tranche.

The members may further note that the said NCDs, have been duly allotted to the Successful Identified Investor on EBP Platform i.e. ICICI Bank Limited on 29 April 2024. The NCDs are issued and allotted with Fixed Coupon rate of 7.85 % per annum redeemable on 29 April 2027 i.e., 3 years from the date of allotment. The Company has received the approval of Listing of said NCDs from BSE Limited on 30 April 2024.

The detailed Terms and Condition of the issuance of NCDs have been filed with the Stock Exchanges vide an intimation dated 29 April 2024.

MAJOR EVENTS AND KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

I. Update on scheme of arrangement between Harita Fehrer Limited, Minda Storage Batteries Private Limited, wholly owned Subsidiaries of Company and Uno Minda Limited

The Hon''ble NCLT, New Delhi vide its order dated 13 July 2023 has sanctioned the Scheme of Arrangement amongst Harita Fehrer Limited ("Transferor Companyâ), Minda Storage Batteries Private Limited ("Demerged Companyâ), both Wholly Owned Subsidiaries of the Company with Uno Minda Limited (formerly known as Minda Industries Limited) ("Transferee Companyâ) (hereinafter collectively referred to as "Companiesâ) and their respective shareholders and creditors with the Appointed Date 01 April 2022.

The aforesaid scheme of Arrangement along with the copy of NCLT Order sanctioning the Scheme is available on the website of the Company https://www. unominda.com/uploads/investor/merger-acquistions/ hfrlZ355758518_order-and-scheme.pdf

II. Update on merger of Minda I Connect Private Limited with Uno Minda Limited

The Hon''ble NCLT vide its order dated 12 December 2023 approved the Scheme of Amalgamation of Minda I Connect Private Limited ("Transferor Company") with Uno Minda Limited, formerly known as Minda Industries Ltd. ("Transferee Company") and their respective shareholders and creditors. The said Scheme became effective w.e.f. 10 January 2024 with the Appointed Date 01 April 2023.

The aforesaid copy of NCLT Order sanctioning the Scheme is available on the website of the Company at https://www.unominda.com/uploads/investor/merger-acquistions/mic/NCLT%20Order%20for%20Merger%20 Minda%20I%20Connect.pdf

The scheme of Arrangement is also available on the website of the Company at https://www.unominda.com/ uploads/investor/merger-acquistions/mic/Modified%20 Scheme%20of%20Amalgamation%20of%20Minda%20 i%20Connect%20Pvt%20Ltd%20with%20UNo%20 Minda%20Ltd.pdf

III. Scheme of Amalgamation of Kosei Minda Aluminum Company Private Limited, Kosei Minda Mould Private Limited and Minda Kosei Aluminum Wheel Private Limited ("Transferor Companies") with Uno Minda Limited ("Transferee Company") The Board of Directors of the Company at its meeting held on 20 March 2023 approved a Scheme of Amalgamation for merger of Kosei Minda Aluminum Company Private Limited, Kosei Minda Mould Private Limited and Minda Kosei Aluminum Wheel Private Limited ("Transferor Companies") with Uno Minda Limited ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Members may further note that the Stock Exchanges (NSE and BSE) has also granted their No Objection letter in compliance to the Master Circular No. SEBI/HO/CFD/ POD-2/P/CIR/2023/93 dated 20 June 2023, issued by SEBI, as amended from time to time, to the said Scheme of Amalgamation, vide their letter dated 17 October 2023 (NSE), and 18 October 2023(BSE), respectively.

Further, as per direction received, pursuant to orders of the Hon''ble National Company Law Tribunal (NCLT) New Delhi dated 26 February 2024, having jurisdiction on the Companies involved in the Scheme, convened the meeting of the equity shareholders and unsecured creditors of the Transferee Company and meeting of unsecured creditors have been duly convened on 20 April 2024 wherein the approval has been granted to the scheme of amalgamation with requisite majority.

Post approval of the Shareholders and respective creditors, the Transferor Companies and Transferee Company have also filed second motion petition before the NCLT on May 03, 2024 for approval of the said Scheme. The said petition is pending for sanction before Hon''ble NCLT.

The Scheme of amalgamation is available on the website of the Company at https://www.unominda.com/ uploads/investor/merger-acquistions/kosei/Revised%20

Scheme%20of%20Amalamation%20on%20

direction%20of%20BSE.pdf

IV. Business Strategy Agreement ("BSA") amongst Uno Minda Limited, Kosei Group, Japan, Kosei Minda Aluminum Company Private Limited ("KMA"), Kosei Minda Mould Private Limited ("KMM") and Minda Investment Limited.

The Company along with its affiliate, Minda Investments Ltd. ("MINV") had formed 3 Joint Venture Companies in India with Kosei Group, Japan namely Kosei Minda Aluminum Company Private Limited ("KMAâ), Kosei Minda Mould Private Limited ("KMMâ) and Minda Kosei Aluminum Wheel Private Limited ("MKAâ).

Upon approval of the Board of Directors of the Company at its meeting held on 20 March 2023, the Company had terminated the said three Joint Ventures between the Company and Kosei Group, Japan.

The Company has acquired the entire stake of 22.64% held by Kosei Group, Japan in MKA on 24 March 2023. Further, the Company has acquired entire stake of 0.01%, held by "MINV" in Minda Kosei Aluminum Wheel Private Limited ("MKA"). Accordingly, MKA has become Wholly Owned Subsidiary of the Company w.e.f 29 March 2023.

Further, the Company has entered in to the Business Strategy agreement, with Kosei Group, Japan, Kosei Minda Aluminum Company Private Limited ("KMAâ), Kosei Minda Mould Private Limited ("KMMâ) and Minda Investment Limited on 20 March 2023 as a result of which, Uno Minda Limited is having control on Composition of Board of Directors of KMA and KMM. Accordingly, KMM and KMA have become Subsidiaries of Uno Minda Limited w.e.f. 31 March 2023 by virtue of control as defined under the Companies Act, 2013. Further, the Company has also executed a Technical Assistance Agreement on 20 March 2023 with Kosei Group, Japan. Through this agreement, the Kosei Group, Japan is continuously providing its technical assistance/ support to MKA, KMA and KMM.

V. Investment in Equity Shares of Global Mazinkert S.L, (Overseas Subsidiary of the Company)

The Board of Directors in their meeting held on 18 May 2023 has approved to make further investment upto Euro 1.1 Million in the Equity Shares of Global Mazinkert S.L, (Overseas Wholly Owned Subsidiary of the Company) in order to support it through long term capital.

Global Mazinkert S.L, is holding company of Clarton Horn, Europe which is engaged in the Acoustic business of the Company.

VI. Opening of Branch Office of the Company in Spain, Europe.

The Company has opened its branch office in Spain Europe, which is functional w.e.f. 01 January 2024. The said Branch Office is majorly engaged in Research & Development- 2W Lighting and other Project Developments.

VII. Acquisition of stake in Uno Minda Europe GmbH, Step Down-Subsidiary of the Company

The Board of Directors, at its meeting held on 12 September 2023, has approved the acquisition of remaining 3.81 % stake of Uno Minda Europe Gmbh (Step Down-Subsidiary of the Company) held by other Shareholder 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 has become wholly owned step-down subsidiary of the Company w.e.f. 03 October 2023

Uno Minda Europe Gmbh is engaged in the business of lighting systems and electronic control units (ECUs), offering its customers the development, production and series delivery of innovative systems and components for automobiles and motorcycles. The Company''s primarily focus on the vehicle domains of body and interior as well as central functions (e.g. central control units and gateways). The said subsidiary specialises in areas of exterior and interior lighting.

VIII. Acquisition of stake in Minda Westport Technologies Limited, a Joint Venture Company of Uno Minda Limited and Westport Fuel Systems Italia S.R.L

Minda Westport Technologies Limited ("MWTL") was a 50:50 Joint Venture Company between Uno Minda Limited and Westport Fuel Systems Italia S.R.L("WFS") in which the Company and WFS each, held 50% stake.

The Company vide approval of Board dated 28 September 2023 has acquired 26 % (Twenty-Six Percent) stake held by WFS in MWTL for a consideration of '' 14.81 Crores as per valuation report. Post such acquisition, the Company''s stake in MWTL has increased to 76% (Seventy-Six Percent) and MWTL has become subsidiary of Uno Minda Limited w.e.f. 18 April 2024.

Further, below additional agreements were also executed between the Company, WFS and MWTL to give effect to the aforesaid transaction:

a) Amended and restated Joint Venture Agreement dated 28 September 2023.

b) Share Purchase Agreement dated 28 September 2023.

Further, the Westport group has an entity in India viz. Rohan BRC Gas Equipment Private Limited ("RBRC") engaged in similar business as MWTL. It has also been agreed between Uno Minda and WFS that the entire CNG Business will be carried through MWTL.

IX. Sale of entire stake held in Minda Nexgentech Limited, Associate Company

Minda Nexgentech Limited ("MNGTL") was incorporated in year 2011 with an objective to engage in the business of Energy efficient LED lights, Renewable power energy generation and related services.

Upon approval by the Board of Directors in its meeting held on 08 February 2023, the Company has sold its entire Equity Stake i.e. 26% (31,20,000 equity shares of face value of '' 10 each) in MNGTL to Pioneer Finest Limited at a total consideration of '' 2.08 Crores. Accordingly, w.e.f. 31 May 2023, MNGTL has ceased to be an Associate Company of Uno Minda Limited.

X. Investment in Equity Shares of Toyoda Gosei Minda India Private Limited, pursuant to Sanction of Scheme of Amalgamation

Upon sanction of 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, the Transferee Company, as per its allotment letter dated 03 January 2024, has allotted 1,65,17,135 equity shares to the Company of the face value of '' 10/- each, fully paid up, as per the swap ratio defined in the aforesaid Scheme of amalgamation.

XI. Investment in equity shares of Uno Minda Buehler Motor Private Limited, Subsidiary of the Company

Upon approval of the Board of Directors of Company, at its meeting held on 10 November 2022, the Company further subscribed to 60,42, 060 Equity shares of '' 10/-each at par of Uno Minda Buehler Motor Private Limited ("UMBMâ) offered on right issue basis. Accordingly, post such subscription the total Investment stands at '' 11.87 Crores.

UMBM is a Joint Venture between the Company and Buehler Motor GmbH("Buehlerâ) in which the Company holds 50.10% and Buehler holds 49.90 % of total Equity Stake. UMBM is engaged in the business of manufacturing, production and otherwise dealing with all types of traction motor for battery driven electrified

two wheelers and three wheelers based on electronically commutated DC motors and in machinery, engines, plants and other apparatus, related to the production and sale of the said traction motor.

XII. Investment in equity shares of Uno Minda Tachi-S Seating Private Limited, Subsidiary of the Company

Upon approval of the Board of Directors of Company, at its meeting held on 29 September 2022, the Company further subscribed to 40,34,100 Equity shares of '' 10 Each at par of Uno Minda Tachi-S Seating Private Limited ("UMTS") offered on right issue basis. Accordingly, post such subscription the total Investment stands at '' 8.41 Crores.

UMTS is joint venture between Tachi-S Co. Ltd, Japan ("TACHI-S") and Company in which the Company holds 51.00% of Equity Stake and Tachi-S holds 49.00 % of total Equity Stake. UMTS is engaged in manufacturing and dealing in various products including recliners in first phase with the intention of expanding into other seating mechanisms, seat frames and complete seating assembly.

XIII. Investment in SPV for sourcing energy through Solar Power

The Company is consistently taking steps to enhance the share of renewable energy in its business operations. In this direction, Board of Directors in its meeting held on 01 April 2024 granted its in-principle approval to make (in addition to its existing investment) a further investment of approx '' 2.27 Crores, in one or more tranche(s), by way of subscription of equity shares of M/s Strongsun Renewables Pvt. Ltd., a special purpose vehicle (SPV) of the Company, for sourcing additional solar power under captive open access policy for its Alloy Wheel 2W division situated at Supa, Maharashtra.

XIV. Setting up of New Manufacturing Unit, for Four Wheel- Alloy Wheel at Kharkhoda, Haryana

Upon approval of the Board of Directors of the Company at its meeting held on 07 November 2023, the Company is setting up a new unit for manufacturing of alloy wheels for four wheelers at Kharkhoda, Haryana.

The total Investment for said Manufacturing Unit has been approved for '' 542.00 Crores in two phases, over a period of five years, for Capacity of 60K Flow forming GDC Wheel Per month for each phase.

XV. Technology License Agreement with Starcharge Energy Pte. Ltd ("StarCharge")

The Company has entered into a Technical License Agreement ("TLA") with Starcharge Energy Pte. Ltd ("StarCharge") on 22 March 2024 for manufacturing

and sale of Electric Vehicle Supply Equipments ("EVSE") in India. The EVSE comprises of wall-mounted AC chargers designed for convenient home charging. These chargers are usually sold along with electric vehicles to the customers by the OEMs to provide ease of charging at home. With this partnership Uno Minda further builds up on its EV-specific product portfolio for the passenger car market.

StarCharge is a global leader in electric vehicle charging infrastructure and microgrid solutions, operates in 67 countries & regions with manufacturing facilities in USA, Vietnam, and China. StarCharge has been a strategic partner of 60 well-known OEMs and multiple renowned energy companies globally.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments occurred between the end of the financial year as on 31 March 2024 and the date of this report which affects financial position of the Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019 (hereinafter referred to as the "Schemeâ). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options (pre-bonus), convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme i.e. 25 March 2019. One option shall entitle the eligible employee to one equity share. The Nomination and Remuneration Committee of the Board ("NRCâ) is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

During the financial year 2023-24 the eligible employees, who had been granted Employee Stock Options under Tranche-I of UNOMINDA ESOS, 2019, have exercised 2,60,990 options. As at 31 March 2024, the remaining excisable options under Tranche-I stood at 34,635.

Further, on 09 August 2023 and 07 November 2023 NRC has granted 3,72,400 and 61,600 number of options respectively under Tranche-II of UNOMINDA ESOS, 2019, convertible into equal number of equity shares having face value of '' 2 each, to the eligible employees of the Company at an exercise price of '' 525 per option. Further, out of total issued ESOP Options, 2,85,861 Options have been lapsed during the Financial Year.

Accordingly, total outstanding options as on March 31, 2024 under Tranche II stands at 31,05,254.

The Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, (the ''SEBI ESOP Regulations 2021''). The details of ESOP Schemes pursuant to SEBI ESOP Regulations, 2021 as at March 31, 2024 is uploaded on the website of the Company at https://www.unominda. com/uploads/investor/policies/UML_esos-scheme-2019.pdf along with disclosures with respect to the Scheme of the Company as on March 31, 2024 which are also uploaded at https://www.unominda.com/uploads/investor/annual-reports/ ESOP_Board%20Report%202024.pdf. In terms of Regulation 13 of SEBI ESOP Regulations 2021, the Certificate from Chandrasekaran Associates, Company Secretaries, Secretarial Auditors, would be placed before the shareholders at the ensuing AGM.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a Responsible Industry member and Corporate Citizen, Uno Minda always believes in giving back to the society. At Uno Minda, commitment to enable community engagement and environmental initiatives is achieved through well-outlined goals related to sustainability, against which all results are measured. These objectives encompass a wide framework for consistent business growth, taking into consideration all interest of our stakeholders.

We execute our CSR initiatives through the Suman Nirmal Minda Foundation (SNMF)- the CSR and philanthropic arm of the Uno Minda Group, and our flagship project, Samarth-Jyoti. Through these initiatives, we address community issues such as education, skill development, preventive healthcare, and community wellbeing. The notable developments and impacts are as following:

â¢ In the FY 2023-24, we allocated approximately '' 655 Lakhs towards education, skill development, healthcare, and community wellbeing.

â¢ Key programs such as Cutting and Tailoring; Beauty Culture Courses; IT Literacy; Remedial Classes; and Community Schools have primarily benefited women, children, youth, and marginalised sections of society.

â¢ With initiatives like The Suman Nirmal Minda School in Gujarat and 17 Samarth-Jyoti centres across various states, Uno Minda Group ("The Groupâ) have directly impacted 2,723 individuals and indirectly benefited 27,284 individuals in the last financial year.

â¢ On 12 April 2024 a new school - The Suman Nirmal Minda School has been inaugurated at Hosur, Tamil Nadu.

â¢ The Group have supported 330 students with digital literacy programs in collaboration with HP India.

Our social development programs aim to empower underprivileged youth and women by providing them with essential skills for a dignified and fulfilling life. At the Samarth-Jyoti Centre, we offer innovative learning methods to provide holistic education to underprivileged children. Our educational initiatives are specifically tailored for children from marginalised backgrounds, ensuring they have access to quality education. Additionally, our remedial programs cater to government school children, bridging academic gaps and enhancing their learning skills and critical thinking abilities.

Since its inception, our flagship initiative, Samarth-Jyoti, has positively impacted more than 2.5 Lakhs beneficiaries across India in over seven states. Currently, our foundation focuses on education, skill development, health, women empowerment, and community transformation. Through campaigns and initiatives, we strive to enhance children''s remedial programs cater to government school children, bridging academic gaps and enhancing their learning skills and critical thinking abilities.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on website of the Company https://www.unominda. com/uploads/investor/policies/UML%20CSR%20policv.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is enclosed as Annexure-B to the Board''s Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-C to the Board''s Report.

Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-D to the Board''s Report.

RISK MANAGEMENT POLICY

The Risk Management Committee of the Company in its meeting held on 20 March 2024 has duly reviewed the Risk Management Policy and have made revisions therein including the Risk evaluation process and methodology and risks related to Environmental, Social and Governance factors or such other changes as deemed appropriate.

The Risk Management Policy of the Company is made available on the website of the which can be accessed at https:// www.unominda.com/uploads/investor/policies/risk%20 manaaement%20policv.pdf

The Company has also laid down the procedures to inform Board members about risk assessment and minimisation.

During the year under review, the Committee re-assessed its enterprise level risks and related mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company has well documented policies and SOPs covering all financial and operating functions.

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

To further strengthen the internal control system, the Company has well established internal audit. The internal audit is

carried out by external independent auditors. The present Internal auditors are Grant Thornton Bharat LLP. The Internal Auditors periodically review compliance of operations, in line with the documented policies and procedures and assess the effectiveness as well as the efficacy of the same in terms of effective internal control. The Company also uses internal audit tracking tool to monitor the status of management actions emanating from previous internal audit finding. The significant audit findings are reviewed on quarterly basis in the meeting of the Audit Committee.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

The statutory auditors of the Company have audited the financial statements included in this Annual Report and have issued an attestation report on the Company''s internal control over financial reporting (as defined in Section 143 of the Companies Act, 2013).

HUMAN RESOURCE MANAGEMENT

Uno Minda is committed to fostering a positive and inclusive work environment, where employees are valued, respected, and given equal opportunities to grow and succeed. The Company believes that the success of the organisation and its people, go hand-in-hand.

A. Recruitment and Selection:

We collaborate with hiring managers to identify the skills and qualifications needed for each position. We use a combination of traditional and innovative recruitment methods to attract a diverse pool of candidates. Through a rigorous selection process, we ensure that only the most qualified individuals are hired.

B. Employee Onboarding:

We believe that a smooth onboarding process is essential for new employees to acclimate to their roles and the organisation. We provide comprehensive orientation programs to help new hires understand our company culture, values, policies, and procedures through our Learning & Development Centre "Paathshala". We also facilitate introductions to key team members, ensuring a seamless integration into the organisation.

C. Employee Relations:

Uno Minda values open and transparent communication. We as a team act as a bridge between employees and management, addressing any concerns or grievances in a fair and timely manner. We strive to create a supportive work environment where employees feel heard and valued.

D. Performance Management:

We have implemented a performance management system that aligns individual goals with organisational objectives. We also recognise and reward high achievers to motivate and retain top talent.

E. Learning and Development:

Uno Minda believes in continuous learning and development and make its employees capable to scale high performance notches though multiple avenues with timely interventions like "Ascent, Transform, MLeap. For Leadership development, we collaborated and partnered with one of the best consulting firms to assess Leaders, out them on to development journey for their future roles. We encourage employees to take advantage of these opportunities to further their professional growth within the organisation.

F. Employee Benefits and Well-being:

We understand the importance of employee well-being and work-life balance. Uno Minda offers a comprehensive benefits package, including health insurance, Wellness initiatives. We also organise wellness initiatives and employee engagement activities to promote a healthy and positive work environment.

G. Compliance and Ethics:

Uno Minda is committed to upholding the highest ethical standards and complying with all applicable laws and regulations. We are dedicated to attracting, developing, and retaining a diverse and talented workforce. We strive to create a work environment where employees feel valued, supported, and empowered to reach their full potential. Over the years, Uno Minda has created a great workplace for all its employees by excelling in the 5 dimensions of a high-trust, high-performance culture - Credibility, Respect, Fairness, Pride, and Camaraderie.

H. HR Digital Transformation:

Uno Minda believes in Innovating and adapting new Technologies to create a high-performing organisational culture. We have created an HR Technology Roadmap and are diligently working on it to enable the transformation of our HR Processes. Our approach is to ease operations and create an employee experience. Some examples of Implementations are HRMS powered by Success Factor for Employee life cycle management and tableau-based HR Digital Dashboard for better strategic decisionmaking

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median

of employees'' remuneration as per Section 197(12) of the

Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-E.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary.

VIGIL MECHANISM

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the "Reportersâ of Uno Minda Limited. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2024, there were Nine (9) Directors on the Board of your Company, consisting of five (5) Independent Directors, two (2) Non-Executive Director, two (2) Executive Directors including one (1) Chairman and Manging Director (CMD)

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2024 are:

i. Mr. Nirmal K. Minda, Chairman and Managing Director;

ii. Mr. Ravi Mehra, Whole-time Director (designated as Deputy Managing Director);

iii. Mr. Sunil Bohra, Chief Financial Officer; and

iv. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance Officer of the Company.

During the year under review, following changes have taken

place in the Board of Directors of the Company:

- Ms. Paridhi Minda (DIN: 00227250) has stepped down from the Board of the Company on her own accord with effect from 01 April 2023.

- Mr. Vivek Jindal (DIN: 01074542) has been appointed as an Additional Director in the category of Non-Executive Non-Independent Director on the Board of the Company with effect from 01 April 2023. The members of the Company approved the appointment of Mr. Vivek Jindal as Non-Executive Non-Independent Director by passing a special resolution through Postal Ballot on 25 June 2023.

- Mr. Krishan Kumar Jalan (DIN: 01767702) has completed his tenure as Independent Director and hence, ceases to hold office w.e.f. 16 May 2023.

- Mr. Krishana Kumar Khandelwal (DIN: 09477623) was appointed as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company for a term of two years w.e.f. 15 June 2023 to 14 June 2025.

- The members of the Company approved the appointment of Mr. Krishana Kumar Khandelwal as Non-Executive Independent Directors by passing a special resolution through Postal Ballot on 09 September 2023.

- Mr. Ravi Mehra (DIN: 01651911) was re-appointed as a Whole Time Director (designated as Deputy Managing Director) for further period of three (3) years effective 01 April 2024 to 31 March 2027. Further, Mr. Rajiv Batra (DIN: 00082866) was re-appointed as Non-Executive Independent Director for second term for a period of 3 (Three) years with effect from 01 April 2024 till 31 March 2027.

- The members of the Company approved the re-appointments of Mr. Ravi Mehra (DIN: 01651911) as Whole Time Director (designated as Deputy Managing Director) and Mr. Rajiv Batra (DIN: 00082866) as NonExecutive Independent Director by passing the requisite resolutions through Postal Ballot on 23 March 2024.

After the closure of financial year 2023-24, the following

directors have been appointed on the Board / ceased from the

Board of the Company:

- Mr. Vivek Jindal has been appointed as Whole-time Director on the Board of the Company for a period of 3 (Three) years from 01 April 2024 to 31 March 2027,

subject to approval by the shareholders which is being sought by way of Postal Ballot.

DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the Board''s opinion, all the Independent Directors including those appointed during the year are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Anand Kumar Minda and Mr. Vivek Jindal, are liable to retire by rotation and being eligible, offer themselves for reappointment. The details of Mr. Anand Kumar Minda and Mr. Vivek Jindal, being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

BOARD EVALUATION

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees, Chairman of the Board and director evaluation. A meeting of the independent directors was held on 18 May 2024, where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors including executive Directors. The Nomination and Remuneration Committee at its meeting held on 23 May 2024, also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board at its meeting held on 23 May 2024, reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organisation.

FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

The Company has in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. They are updated on all business related issues and new initiatives. They are facilitated to visit the various plants of the Company to familiarise them with the manufacturing facilities, processes, products, etc. of the Company. They are also informed of the important policies of the Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading'' as available on the Company''s website at https://www.unominda.com/uploads/Investor/Pdf/ Code%20of%20Conduct.pdf and https://www.unominda. com/uploads/investor/policies/UML-insider-trading-code.pdf

The details of Familiarisation Programs imparted to Independent Directors during the financial year 202324 are available on the website of the Company at https:// www.unominda.com/uploads/Investor/2022/familiarization-programs-imparted-to-directors.pdf

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company was revised by the Board of Directors on 18 May 2023 to give effect to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The aforesaid policies of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company''s website at https://www.unominda. com/uploads/investor/policies/Nomination%20and%20 Remuneration-Policv.pdf

MEETINGS OF BOARD AND AUDIT COMMITTEE

During the year, Seven (7) Board Meetings and Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

Committees of the Board

The Company has the following Board committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ NCD Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit of the Company for the year ended on that date;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a ''going concern basis'';

e. that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions during the financial year were in the ordinary course of business and on arm''s length basis and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of a foreseen and repetitive nature. The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, there were no material Related Party Transactions in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://www.unominda.com/uploads/investor/ policies/RPT%20policv.pdf

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the SEBI PIT Regulations'') on prevention of insider trading, your Company has a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the PIT Regulations. The said Code lays down guidelines, which guide Designated Persons on the procedures to be followed in dealing with the shares of the Company.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, The Company imparted training to all Designated Persons. The Company also sent email and text messages for closure of trading window and submission of periodic disclosures, etc.

The Company has also maintained the Structure Digital Database of persons with whom the UPSI was shared in compliance to SEBI PIT Regulation.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has 19 direct subsidiaries, 11 step down subsidiaries, 5 joint ventures and 6 associates as on 31 March 2024 as defined under the Companies Act, 2013. Besides this, the Company has control over 5 partnership firms as on 31 March 2024.

During the year and till the date of report, the Company has formed/liquidated following subsidiary company/Joint Ventures/ Associates:

S. No.	Name of the entities	Nature of relationship	Remarks	Date of Change
(i)	Kosei Minda Mould Private Limited	Subsidiary Company	Became a subsidiary from joint venture	31 March 2023
(ii)	Kosei Minda Aluminum Company Pvt. Ltd.	Subsidiary Company	Became a subsidiary from joint venture	31 March 2023
(iii)	Uno Minda Europe GmbH	Wholly Owned Subsidiary	Became a Wholly Owned Subsidiary from Step Down Subsidiary	03 October 2023
(iv)	Minda Westport Technologies Limited	Subsidiary Company	Became a subsidiary from joint venture	18 April 2024

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries, joint ventures and associates in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated financial statements of the Company, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.unominda.com/investor/subsidiaries-annual-accounts

AWARDS AND RECOGNITION

Top 50 Innovative Company - Recognition by CII

Uno Minda Limited has been again secured its place among India''s Top 50 Innovative Companies in Manufacturing and has been recognised as one of the "Top 50 Innovative Company Awardâ2023" by the Confederation of Indian Industry (CII) for its pioneering work in automotive Technologies. The recognition focus on the dedication of the Company to ground breaking solutions and significance of innovation in shaping the future of automotive industry.

Great Place to Work Certificate

Uno Minda Limited has been honoured with the "Great Place to Work " Award for third consecutive year. This milestone underscores our diligent efforts, unwavering commitments, and the constructive influence we foster within our work environment.

Intellectual Property Award 2023 in the "TOP INDIAN COMPANY FOR DESIGN" Category

Uno Minda Limited has been honoured with Intellectual Property Award 2023 in the "Top Indian Company For Designâ category by the office of Controller General of Patent, design, trademark, DPIIT, under the Ministry of Commerce and Industry, Government of India. The award stands as testament to the commitment of the Company to innovation and intellectual Property.

India''s Best In-House Design Studio -2023 Award

Uno Minda Limited for its Deign Studio INITIA has been awarded India''s Best Design Awards being "India''s Best InHouse Design Studio -2023â for its amazing and futuristic designs. Uno Minda''s design studio, INITIA, has been providing solutions to various automotive brands by ideating, co-creating and communicating their vision of futuristic mobility to the world.

Best innovation from the World Auto Forum

Uno Minda Group''s Lighting Division has received the WAF Star Trophy and Certificates for Best innovation from the World Auto Forum for its outstanding excellence, superior performance and accomplishments.

CSR Excellence in Women Empowerment

The CSR wing of Uno Minda Group (Suman Nirmal Minda Foundation) recently won a award in the category of "CSR Excellence in Women Empowermentâ for its project "Samarth Jyotiâ during the India CSR & Sustainability Conclave 2023 for excellent accomplishments of work for women at India Habitant Centre, New Delhi.

Other than that, the Company has also received various recognition through its vendors and also in various fields.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 during the year under review and as such no amount of principal or interest was outstanding as on 31 March 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

STATUTORY AUDITORS REPORT

At the 29^thAnnual General Meeting (AGM) held on 12 August 2021, the Members approved appointment of M/s. S. R. Batliboi & Co., LLP, Chartered Accountants (ICAI Registration no. 301003E/ E300005) as Statutory Auditors of the Company to hold office for a period of Five (5) years commencing from the conclusion of that AGM till the conclusion of the 34^thAGM of the Company to be held in the year 2026.

The Statutory Auditors'' Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

COST ACCOUNTS AND COST AUDITORS

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119) were the Cost Auditors of the Company for the Financial Year 2023-24 & 2022-23. The cost audit report for the financial year 2022-23 submitted by the said Cost Auditors during the FY 2023-24 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

The Board of Directors upon recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost Auditors for FY 2024-25.

A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 202425 is provided in the Notice to the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

The Board of Directors of the Company has re-appointed M/s Chandrasekaran Associates, Company Secretaries

(ICSI FRN: P1988DE002500), as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31 March 2024 is enclosed as Annexure-F. Further, there has been no qualification made by the Secretarial Auditors in their report for the financial year ended 31 March 2024.

Further, as per the requirement of Regulation 24A of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Secretarial Audit report of the material subsidiaries namely Uno Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited are also attached as Annexure-G and Annexure-H.

Also the Secretarial Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2023-24.

EQUAL EMPLOYMENT OPPORTUNITY

The Company strives to ensure that all employees are treated with dignity and respect. The Company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality etc.

The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The Policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intentâ defined under sexual harassment at the workplace and Principle of Natural Justice.

The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving an employee or employees, is a grave offence and is therefore, punishable.

There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. During the year, four complaints were received under the Act and enquiry was conducted by the Internal Complaints Committee and action has been taken. One complaint which is received in March 2024, is pending to be resolved and will acted upon in due time.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company''s operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website on https://www.unominda.com/investor/ annual-return

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure-I.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from trading in any of the stock exchanges.

FINANCIAL YEAR

The Company follows the financial year which commences from 01 April and ends on 31 March of subsequent year.

REPORT ON DEVIATION(S) OR VARIATION(S), IF ANY, IN THE USE OF AMOUNT RAISED FROM PUBLIC

During the year under review, Company has not raised any amount from public. Further, post closure of financial year, the Company has issued 10,000 (Ten Thousand) Unsecured, Listed, Rated, Redeemable, Non-Convertible, Non-Cumulative, Taxable Debentures ("NCDs"), on a private placement basis, of face value '' 100,000/- (Rupees One Lac) each aggregating to '' 100,00,00,000/- (Rupees One Hundred Crores). The amount such raised has been fully utilised for the object as mentioned in the offer document and there has not been any deviation reported against said issuance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company and can be accessed at https://www.unominda.com/uploads/investor/annual-reports/Uno%20Minda_AR_2023-24_BRSR_hyperlinked.pdf

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AND NODAL OFFICER

Details of the transfer to the IEPF made during the year are as under:

S. No.	Particulars	Detail
1.	Amount of unclaimed/ unpaid dividend	Unclaimed dividend of '' 2,00,700 relating to final dividend FY 2015-16 declared by Uno Minda Limited.
		Unclaimed dividend of '' 2,83,276 relating to Interim dividend FY 201617 declared by erstwhile Harita Seating Systems Ltd, which has been merged with Uno Minda Limited.
2.	Redemption amount of preference shares	Nil
3.	Underlying shares transferred to IEPF	- 8,435 Nos. of underlying equity shares relating to unclaimed final dividend FY 2015-16 of Uno Minda Limited.
		- 4,907 Nos. of underlying equity shares relating to unclaimed dividend of erstwhile Harita Seating Systems Ltd., which has been merged with Uno Minda Limited.
4.	Other amount transferred to IEPF viz. matured deposit, matured debentures, application money for securities, sale proceeds of fractional shares arising out of amalgamation	Nil

Name of Nodal Officer: Mr. Tarun Kumar Srivastava, Company Secretary and Compliance Officer

Details of Nodal Officer are mentioned on the website of the Company at https://www.unominda.com/investor/investor-desk

OTHER STATUTORY DISCLOSURES

Your Directors state that there being no transactions/event/ occasion with respect to following items during the year

under review, no disclosure or reporting is required in respect of the same:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise

2) Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report

3) Buy-back of shares or under Section 67(3)

4) Settlements done with banks or financial institutions

5) Details of revision of financial statement or the Report

6) Issue of warrants

7) Failure to implement any corporate action

8) Amounts received from Director or relative of the director

9) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

10) Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

Except Mr. Nirmal K. Minda, other Executive Directors of your Company didn''t receive any remuneration or commission from any of its subsidiaries. Mr. Nirmal K. Minda received remuneration of '' 1.58 Crores from Uno Mindarika Private Limited, a material subsidiary of the Company where also he occupies the position of Managing Director.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them. Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors For Uno Minda Limited (Formerly known as Minda Industries Limited)

Nirmal K Minda

Date: 23 May 2024 Chairman & Managing Director

Place: Nagoya, Japan DIN: 00014942

Previous Year Values have been restated or regrouped to give the effect of Scheme of Amalgamation as approved during the year. #(excluding revaluation reserve shown in balance sheet).

Mar 31, 2023

The Board of Directors hereby submit its 31^st report along with the audited financial statements of the Company for the financial year ended on 31 March 2023. The standalone and consolidated performance of the Company is summarised below:

FINANCIAL RESULTS
		(Amount '' in Crores, unless otherwise stated)
Particulars	Standalone		Consolidated
	FY 2022-23 \|	FY 2021-22	FY 2022-23 \|	FY 2021-22
Revenue from Operations	6,657.96	4,959.73	11,236.49	8,313.00
Other Income	116.44	79.92	48.89	62.94
Total Income	6,774.40	5,039.65	1 1,285.38	8,375.94
Total Expenses	6,254.64	4,752.39	10,493.96	7,881.68
Profit Before Exceptional items & Tax	519.76	287.26	791.42	494.26
Add/(Less): Exceptional item	(4.63)	(24.98)	0	0
Profit Before Tax	515.13	262.28	791.42	494.26
Tax Expense	88.36	66.25	191.12	146.78
Add: Share of net profit in associates and joint ventures (net of tax)	-	-	99.93	65.16
Net Profit for the period after taxes	426.77	196.03	700.23	412.64
Add/(Less): Other comprehensive income (net of tax)	51.53	(0.80)	78.20	22.42
Total comprehensive income for the year	478.30	195.23	778.43	435.06
Less: Non-controlling interest	-	-	46.74	57.07
Total comprehensive income attributable to the Owners of the Company	478.30	195.23	731.69	377.99
Earnings per share (EPS):
Basic (in '')	7.46	3.48	11.42	6.32
Diluted (in '')	7.42	3.47	11.37	6.30
Other Equity attributable to the Owners of the Company	3,002.60	2,598.98	4,041.26	3,381.33

COMPANY''S PERFORMANCE STANDALONE

The standalone revenue from Operations for the FY 2022-23 was ''6,657.96 Crores as against ''4,959.73 Crores in previous year. The profit after tax for the FY 2022-23 was ''426.77 Crores as against ''196.03 Crores in the previous year. Total comprehensive income for the FY 2022-23 was ''478.30 Crores as against ''195.23 Crores in the previous year.

CONSOLIDATED

The consolidated revenue from Operations for the FY 202223 was ''11,236.49 Crores as against ''8,313.00 Crores in previous year. The profit after tax for the FY 2022-23 was ''700.23 Crores as against ''412.64 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2022-23 was ''731.69 Crores as against ''377.99 Crores in the previous year.

A detailed analysis of the performance, consolidated as well as standalone, is included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, ("Actâ) the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

PERFORMANCE AND OUTLOOK

India remains one of the fastest growing economy in the world despite decelerating global demand and tightening of monetary policy to control inflation. India stands tall and steadfast, emerging as a beacon of resilience in the global economy. The overall growth is estimated to be 6.9% for full year with real GDP growing 7.7% year-on-year during the first 3 quarters of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the government''s capex push and buoyant private consumption particularly among high income earners. This fast growth, coupled with rising incomes, boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry.

The Company is largely known, well established and reputed as "UNO MINDAâ in auto components industry across the globe as such adopting the Company name UNO MINDA will entail the following benefits:

â¢ Ensure uniformity and consistency

â¢ Helps in unique and distinctive brand identity

â¢ Don''t have to investment in two brands. Gradually can be implemented across other legal entities

â¢ Increases association amongst internal stakeholder

â¢ The Company has created the UNO MINDA brand for its products for OEMs as well as aftermarket. Unifying product and legal entity brand will further strengthen the brand.

DIVIDENDS

The Board at its meeting held on 8 February 2023, declared an interim dividend of ''0.50 per equity share i.e. 25.00% to the equity shareholders of the Company. Further, the Board at its Meeting held on 18 May 2023 has recommended a final dividend of ''1.00 per equity share i.e 50.00% for the financial year ended on 31 March 2023, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total dividend for the financial year ended on 31 March 2023 aggregates to ''1.50 per equity shares of ''2 each i.e. 75%.

TRANSFER TO RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

SHARE CAPITAL Authorised Share Capital

The Authorised share capital of the Company is ''5,1 1,69,20,500 as on 31 March 2023 comprising of 73,62,13,000 No. of equity shares of ''2 each and 275,00,000 No. of 8% Non-Cumulative Redeemable Preference Shares of ''10 each and 3,36,94,945 No. of 0.01% Non-Cumulative Redeemable Preference Shares of ''100 each.

Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2022 was ''57,22,06,882 comprising of 28,56,20,441 No. of equity shares of ''2 each and 9,660 No. of 0.01% Non-Cumulative Redeemable Preference Shares "NCRPSâ) of Rs. 100 each. The Issued, Subscribed and Paid-up share capital of the Company as on 31 March 2023 stands at ''114,60,27,428 comprising of 57,30,13,714 No. of equity shares of ''2 each.

Speaking about auto industry, the automobile production achieved robust growth of 13% in FY 2022-23 with growth witnessed across all vehicle categories. Passenger car segment achieved highest ever production crossing 4.5 million for the first time. The steep growth was the function of series of new model launches and better product availability due to the easing of supply chain. The demand for high end variants and premium SUVs remained robust. After three consecutive fiscal years of headwinds two-wheeler category also recorded growth of 10%; however, production volumes are still significantly lower than pre-pandemic levels.

India''s auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of India''s GDP and provided direct employment to 1.5 Million people. By 2026, the automobile component sector will contribute 5-7% of India''s GDP. (Source IBEF).

Due to the high development prospects in all vehicle industry segments, the auto component sector is expected to see double-digit growth. The industry is expected to stand at US$ 200 Billion by FY26. (Source IBEF).

On a full year basis the Company has demonstrated excellent performance with 35% growth in annual revenues to ''11,236 Crores in FY 2022-23 as against ''8,313 Crores in FY 2021-22. While industry volumes have grown of 13%, we continued our outperformance by registering growth of 35%. EBITDA for the same period in FY 2022-23 is 1,242 Crores in comparison to ''885 Crores in FY 2021-22.

The long-term prospect for the auto industry remains highly optimistic. India embraced the challenges faced in the past few years and now it is at the cusp of rapid growth over the next decade. Indian consumer approach and behavior is changing considerably towards mobility. Considering the growth prospects some of our customers have also announced large capacity expansion. This augurs well for the entire auto industry. With PACE which is personalization, autonomous, connected and electrification as core of its existing and future product roadmap we are well placed to capture growth opportunities in the sector. We are focused on solidifying and increasing our market share by providing high quality innovative products and securing new business in both ICE and EV segment.

Uno Minda Group is well positioned to capitalise on these developments and offer the best-in-class products to our existing and potential partners for sustained performance.

NAME CHANGE

The Company has changed its name from "Minda Industries Limited" to "Uno Minda Limited" pursuant to the special resolution passed by the shareholders of the Company through Postal Ballot held on 30 June 2022. The change in name was approved by the Registrar of Companies, by issuing a new Certificate of Incorporation dated 14 July 2023.

Issue of equity shares pursuant to ESOP Scheme

During the year, pursuant to a Uno Minda Employee Stock Option Scheme, 2019 and in accordance with the relevant provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Section 62(1)(b) of the Companies Act, 2013 and the relevant Rules made thereunder, the Company issued and allotted 15,16,831 No. of equity shares.

Bonus Issue

During the year, the Company has issued and allotted 28,58,76,442 equity shares of ''2 each as fully paid-up bonus shares representing a ratio of 1 (One) equity share for every 1 (One) equity share outstanding as on the record date i.e. 8 July 2022.

Redemption of NCRPS

As at the beginning of the financial year the Company had

9.660 No. of 0.01% Non-Cumulative Redeemable Preference Shares outstanding, which were due for redemption, on the expiry of the 36 months from the date of allotment i.e. 21 June 2021, with an option to the Company for early redemption of NCRPS any time after expiry of 18 months from the date of allotment. Accordingly, opting for early redemption, the said

9.660 No. of NCRPS were redeemed on 21 December 2022, with the yield and coupon adjusted proportionately.

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

I. Update on the Scheme of arrangement between Harita Fehrer Limited, Minda Storage Batteries Private Limited, wholly owned Subsidiaries of Company and Uno Minda Limited

The Board of Directors of the Company at its Meeting held on 24 May 2022 , accorded its consent for the Scheme of Arrangement amongst Harita Fehrer Limited ("Transferor Companyâ), Minda Storage Batteries Private Limited ("Demerged Companyâ), both Wholly Owned Subsidiaries of the Company with Uno Minda Limited (formerly known as Minda Industries Limited) ("Transferee Companyâ) (hereinafter collectively referred to as "Companiesâ) and their respective shareholders and creditors, subject to necessary approvals of authorities and the Hon''ble National Company Law Tribunal, New Delhi (Hon''ble NCLT).

The Companies have filed a joint first motion application with Hon''ble NCLT on September 28, 2022. The Hon''ble NCLT vide its Order pronounced on January 25, 2023 has allowed the dispensation of the meetings of the shareholders and creditors of the Companies. The Companies have filed a second motion application with Hon''ble NCLT on 07 February 2023.

This matter is pending for approval of the scheme by the Hon''ble NCLT. The aforesaid Scheme of Arrangement is available on the website of the Company at https://www.unominda.com/uploads/investor/merger-acquistions/hfrl/scheme-of-arrangement.pdf

II. Scheme of Amalgamation of Kosei Minda Aluminum Company Private Limited, Kosei Minda Mould Private Limited and Minda Kosei Aluminum Wheel Private Limited ("Transferor Companies") with Uno Minda Limited ("Transferee Company")

The Board of Directors of the Company at its meeting held on 20 March 2023 approved a Scheme of Amalgamation for merger of Kosei Minda Aluminum Company Private Limited ("KMAâ), Kosei Minda Mould Private Limited ("KMMâ) and Minda Kosei Aluminum Wheel Private Limited ("MKAâ) (collectively "Transferor Companiesâ) with Uno Minda Limited ("Transferee Companyâ) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

KMA and MKA are primarily engaged in the business of development, engineering, manufacturing, selling, marketing, and exporting aluminum alloy wheels and/or aluminum general casting parts manufactured for automotive industry using the gravity die-casting technology to meet the requirements of original equipment manufacturing companies and after-market.

KMM is primarily engaged in the business of manufacturer, designer and developers of tools, dies & moulds of shapes, diameters, specifications, capacities & applications for Alloy Wheels.

The aforesaid Amalgamation will be implemented upon receipt of requisite approvals of the Statutory and Regulatory Authorities including the approval of the Jurisdictional National Company Law Tribunal, and respective Shareholders and Creditors. The aforesaid scheme of Arrangement is available on the website of the Company at https://www.unominda.com/ uploads/investor/merger-acquistions/kosei/Revised%20 Scheme%20of%20Amalamation%20on%20 direction%20of%20BSE.pdf

III. Update on merger of Minda I Connect Private Limited ("Transferor Company") with Uno Minda Limited ("Transferee Company")

The Board of Directors of your Company, at its meeting held on 6 February 2020, had approved the merger of Minda I Connect Private Limited ("Transferor Companyâ or "Minda I Connectâ) with Uno Minda Limited ("Transferee Companyâ) (hereinafter collectively referred

to as "Companiesâ) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013.

Members may note that Minda I Connect is inter alia engaged in telematics business and development of related software, hardware, designing, programming in automotive mobility and information technology segment. Transferor Company Brands - I-Connect and Carot have been established as a leading telematics brand in India (Hardware and software).

Pursuant to orders of the Hon''ble National Company Law Tribunal (NCLT) Delhi, having jurisdiction on Minda I Connect Private Limited (Transferor Company) and Uno Minda Limited (Transferee Company) in the Company Application filed before Hon''ble NCLT with respect to the Scheme of Amalgamation of Transferor Company with Transferee Company, the equity shareholders and unsecured creditors of the Transferee Company at their respective Hon''ble NCLT convened meetings held on 16 February 2022 approved the Scheme of Amalgamation of Transferor Company with Transferee Company with requisite majority.

Post approval of the Shareholders and respective creditors, the companies filed second motion application before the NCLT for approval of the said Scheme. During the pendency of the said second motion application, the Transferee Company has made bonus issue of equity shares to its shareholders in the proportion of 1:1 i.e. 1 New Equity Share for every 1 existing Equity Share held by shareholders of Transferee Company. The said bonus issue was recommended by Board of the Directors of the Transferee Company on 24 May 2022 and approved by equity shareholders of the Transferee Company through postal ballot on 29 June 2022.

With the said bonus issue of shares, the number of shares in the Transferee Company were doubled. This necessitated the equivalent adjustment/modification in the exchange ratio mentioned in the scheme. To determine the new exchange ratio, the companies requested the same valuer to determine the modification/ adjustment to be made in the exchange ratio determined by them based on pre-bonus share capital of the

Transferee Company. The said valuer namely M/s SSPA & Co. issued an addendum dated 23 September 2022 determining the fair equity share exchange ratio post the bonus by stating as under:- "Considering the above, the fair equity share exchange ratio (after considering the issue of bonus equity shares by UML) for the proposed amalgamation of MIPL into UML will work out as under: 20 (Twenty) equity shares of Transferee Company of ''2 each fully paid up for every 179 (One Hundred Seventy Nine) equity shares of Transferor Company of ''10 each fully paid up.

The aforesaid necessitated the modifications in the scheme for which the Hon''ble NCLT has directed the Company to place the said modification for consideration and approval of equity shareholders and creditors of the companies.

The equity shareholders, secured creditors and unsecured creditors of the Companies at their respective Hon''ble NCLT convened meetings held on 03 May 2023, approved the modification in the scheme of amalgamation, with requisite majority.

This matter is pending for approval of the scheme by the Hon''ble NCLT. The modified Scheme is available on the website of the Company at https://www.unominda.com/ uploads/investor/merger-acquistions/mic/Modified%20 Scheme%20of%20Amalaamation%20of%20Minda%20 i%20Connect%20Pvt%20Ltd%20with%20UNo%20 Minda%20Ltd.pdf

IV. Acquisition of shares from Kosei International Trade and Investment Company Limited and Minda Investments Limited held in Minda kosei Aluminum Wheel Private Limited

Minda Kosei Aluminum Wheel Private Limited ("MKAâ) was a joint venture company between Uno Minda Group and Kosei International Trade and Investment Company Limited ("KITIâ), in the ratio of 77.36:22.64, respectively. In MKA, Uno Minda Group holds 77.35% through Uno Minda Limited and 0.01% by Minda Investments Limited ("MINVâ).

Upon approval of the Board of Directors of the Company at its meeting held on February 8, 2023, the Company has acquired 22.65% stake of MKA, (22.64% stake from its existing shareholder KITI comprising of 5,65,14,000 equity share of face value ''10 each and 0.01% stake from MINV comprising of 4,900 equity share of face value ''10 each) at a total consideration ''115.52 Crores (Rupees One Hundred fifteen crores and fifty two lacs). Post-acquisition, MKA has become a wholly owned subsidiary of the Company.

V. Termination of Joint Ventures formed by Uno Minda Limited with Kosei Group, Japan and entering into Technical Assistance Agreement

The Company has formed three Joint Venture Companies in India with Kosei Group, Japan, namely Kosei Minda Aluminum Company Private Limited ("KMAâ), Kosei Minda Mould Private Limited ("KMMâ) and Minda Kosei Aluminum Wheel Private Limited ("MKAâ).

Upon approval of the Board of Directors of the Company at its meeting held on 20 March 2023, the Company has executed a Joint Venture termination agreement for the termination of the Joint Ventures between the Company and Kosei Group, Japan with respect to said three Joint Venture Companies i.e. MKA, KMM and KMA.

Further, the Company has also entered into a Technical Assistance Agreement with Kosei Group, Japan. The Kosei Group, Japan will continue to provide its technical assistance/support to MKA, KMA and KMM through the Technical Assistance Agreement. The said Technical Assistance shall be continue to be provided by Kosei Group even post-merger of said entities with the Company for a period of 10 (Ten) years and shall be renewed thereafter for five years and after that for every five years with mutual consent of the parties.

VI. Formation of Joint Venture in India with TACHI-S Co., Limited, Japan, for Seating Mechanism

The Board of Directors of your Company, at its meeting held on 29 September 2022, approved entering into a joint venture agreement with TACHI-S Co. Ltd, Japan ("TACHI-Sâ), a global seating system manufacturing company headquartered in Tokyo, Japan, for manufacturing and marketing of seat recliners for four wheeler passenger vehicle in India.

Accordingly, a Joint Venture Company has been formed in the name of Uno Minda TACHI-S Seating Private Limited ("UMTSâ). The shareholding ratio in UMTS is 51:49 i.e. 51% stake is held by Uno Minda Limited and 49% stake is held by TACHI-S Co., Ltd., Japan.

VII. Formation of Joint Venture with Buehler Motor GmbH, for developing traction motors for 2 & 3 wheeler EV (Electric Vehicle)

The Board of Directors of your Company, at its meeting held on 10 November 2022, approved entering into a joint venture agreement with Buehler Motor GmbH ("Buehlerâ), a leading global supplier of customised mechatronic drive solutions, to develop, manufacture and market traction motors in India and other SAARC nations. The JV will offer traction motors for battery driven electrified 2 wheelers and 3 wheelers. Uno Minda

will hold 50.1% stake in the Joint Venture while the remaining stake will be held by Buhler.

VIII. Incorporation of a wholly owned step-down subsidiary of the Company in Dubai, United Arab Emirates

Upon approval of the Board of Directors of the Company at its meeting held on 25 August 2022, the Company has incorporated a wholly owned step-down subsidiary (WOS) in the name of UNO MINDA AUTO SPARE PARTS AND COMPONENTS TRADING L.L.C. in Mainland Dubai to enhance its market reach in African & Middle East markets. The said WOS is a 100% subsidiary of SAM Global Pte. Ltd., which is a wholly owned subsidiary of the Company situated in Singapore.

IX. Investment in equity shares of Tokai Rika Minda India Private Limited, Joint Venture Company

Upon approval of the Board of Directors of Company, at its meeting held on 24 May 2022, the Company further subscribed to 2,49,00,000 Equity shares of ''10/- each at par of Tokai Rika Minda India Private Limited (TRMN) offered on right issue basis. The total investment was ''24.90 Crores.

TRMN is a Joint Venture between Tokai Rika Co., Ltd, Japan ("TRJâ) and Company in which TRJ holds Seventy percent (70%) equity stake and the Company holds Thirty percent (30%) of equity stake. TRMN is engaged in the manufacturing of safety and security systems and electronic components.

X. Acquisition of equity shares of Uno Minda Kyoraku Limited, Subsidiary Company

Upon approval of the Board of Directors of Company, at its meeting held on 25 August 2022, the Company has acquired 50,000 equity shares of Uno Minda Kyoraku Limited (Formerly known as Minda Kyoraku Limited) ("UMKLâ) from existing shareholders at a consideration of ''17.89 per equity share. UMKL is a subsidiary company of Uno Minda Limited and the Company holds 67.68% equity stake, Kyoraku Co., Ltd. holds 10.32% equity stake, Nagase & Co., Ltd. holds 20.00% equity stake and Chiyoda Manufacturing Corporation holds 1.99% equity stake.

XI. Investment in equity shares of Uno Minda Katolec Electronics Services Private Limited, Subsidiary Company

Upon approval of the Board of Directors of Company, at its meeting held on November 10, 2022, the Company further subscribed to 1,53,00,000 Equity shares of ''10/-each at par of Uno Minda Katolec Electronics Services Private Limited (formerly known as Minda Katolec

Electronics Services Private Limited) ("UMKESPLâ) offered on right issue basis. The total investment was ''15.30 Crores.

UMKESPL is a Joint Venture between Katolec Corporation, Japan ("Katolecâ) and Company in which the Company holds Fifty-One percent (51%) of equity stake and Katolec holds Forty-Nine percent (49%) equity stake. UMKESPL manufactures products which includes high end electronics like Printed Circuit Boards (PCB) and Box Build Assemblies.

XII. Approval for sale of entire stake held in Minda Nexgentech Limited, Associate Company

Minda Nexgentech Limited ("MNGTLâ) was incorporated in year 2011 with an objective to enter into Energy Efficiency LED lights, Renewable power energy generation and related services. The Company holds 26% stake (31,20,000 equity shares of face value of ''1 0 each) in MNGTL. Being investment in non-core sector and lack of business in MNGTL, the Board of Directors of your Company, at its meeting held on 08 February 2023, approved to sale entire stake held in MNGTL to Pioneer Finest Limited at a total consideration of ''2.08 Crores. After completion of above disinvestment, MNGTL shall cease to be an Associate Company of the Company.

XIII. Capacity Expansion of Mindarika Private Limited, Subsidiary Company

Mindarika Private Limited ("MRPLâ) is a material subsidiary of the Company engaged in manufacturing of 4 wheeler automotive switches. MRPL has proposed the expansion of its existing manufacturing plant located in Chennai, due to new customer requirement in southern region of India. The total project cost approved is ''72.89 Crores.

Further, MRPL is having one of its manufacturing plants at Manesar located in the revenue estate of Nawada Fatehpur, Sec-81, District Gurugram. To cater future sales growth, additional space is needed and there is no scope of expansion in the current premises. Accordingly, MRPL has proposed to set up a new manufacturing plant at Farukh Nagar, Haryana, which will manufacture part products under Phase-I. The project cost for setting up manufacturing plant (Phase-I) at Farukh Nagar will be approx. ''110 Crore and the same will be funded through Internal accrual and Term Loan.

XIV. Approval of Detailed Project Report of Minda Industries Vietnam Company Limited, a step-down Subsidiary Company

Minda Industries Vietnam Company Limited (MIVCL) is a wholly owned step down subsidiary of the

Company. MIVCL is engaged in the business of manufacturing of Auto electrical switches / complete gas control cables & trading of Auto electrical switches / Horns / Lamps of 2 wheelers. There was no manufacturing of lighting products in MIVCL. MIVCL was supplying lighting products to its Vietnamese customers as trading item. MIVCL has proposed to start manufacturing of lighting products in its plant situated at Hanoi, Vietnam. The total project cost of this project is ''36.80 Crores.

XV. Expansion of Bawal Plant of Minda Kosei Aluminium Wheel Private Limited and further Equity Infusion

Minda Kosei Aluminum Wheel Private Limited (MKA), a wholly owned subsidiary of the Company is engaged in the development, manufacturing and sales of aluminium alloy wheels for major four wheel OEMs and aftermarket in India. It has two manufacturing plants in India, 1^stPlant is located in Bawal, Haryana and the 2^nd Plant in Dekavada, Gujarat.

Minda Kosei has proposed to increase capacity of its Bawal Plant from 1,80,000 wheel per month to 2,40,000 wheels per month at an estimated investment of ''190 Crores. The expansion project is expected to be commissioned in two phases in Q3 of FY 2023-24 and Q1 of FY 2024-25 respectively.

The proposed expansion will be funded through Equity, Internal accrual and Term Loan. The Board of Directors of the Company at its meeting held on 25 August 2022 accorded its approval for further investment by subscription to the equity shares of MKA upto ''30 Crores.

XVI. Setting up of new manufacturing plant for 4 Wheel Lighting segment of the Company

The Board of Directors of your Company, at its meeting held on 10 November 2022, approved for setting-up of a new 4 Wheel Lighting plant of the Company in India. The total capital expenditure (including sustaining capex) to be incurred over the period of five years in the project would be around ''400 Crore with initial investment of ''230 Crores over next two financial years under its first phase. The commercial production is expected to start from Q4 FY 2023-24.

XVII. Capacity expansion of Neemrana, Rajasthan plant of Toyoda Gosei Minda India Private Limited, joint venture of the Company

Toyoda Gosei Minda India Private Limited (TGMIN) is a joint venture between Uno Minda Limited and Toyoda Gosei Co., Ltd., Japan, which is engaged in the business of manufacturing the Automotive Safety system, fuel cap

and Weather-strip Sealing parts. TGMIN has proposed to expand the capacity of its Neemrana, Rajasthan plant to meet the new requirement of the Customers. The present capacity of Driver Airbags and Passenger Airbags are 18,00,000 units per annum. The proposed expansion is for capacity addition for Passenger Airbags 3,00,000 units per annum and new capacity addition for Curtain Airbags and Side Airbags 9,00,000 units per annum. The total project cost for expansion project is ''175 Crores. The commercial production is expected to start from December 2024.

XVIII. Execution of Technology License Agreement with Asentec Co., Ltd.

Company has entered into a Technology License Agreement ("TLAâ) with Asentec Co., Ltd., Korea ("Licensor/ Asentecâ) to design, develop, manufacture and market wheel speed sensors for Indian market. Asentec, a subsidiary of Sejong Industrial, is specialized in mobility parts centered on sensors and actuators with manufacturing facilities in Korea, Vietnam and China. Asentec is leading suppliers to OEMs in Korea and international market. Pursuant to TLA, Licensor grants to Company an exclusive non-assignable and non-sub licensable (except as specifically provided in the TLA) right to use the Licensed Technology in the Territory, during the term of the Agreement.

XIX. Transfer of business of Minda TTE Daps Private Limited (JV Company) to Uno Minda Limited and voluntary liquidation of the JV Company

The Company and Tung Thih Electronic Co. Limited (TTE), Taiwan, entered into a Joint Venture Agreement in April 2017 to manufacture "Rear Parking Assist Systemâ in India and formed a joint venture Company in the name of Minda TTE DAPS Private Limited ("JV Companyâ). In order to provide cost effective solution to the customers and to remain competitive, it was planned to localize manufacturing of products in India. However, TTE did not see enough volume in India to justify new investments. Therefore, it has been mutually decided by Uno Minda Limited (UML) and TTE to transfer the business of JV Company to UML and consequently cease the joint venture agreement and voluntary liquidation of the JV Company subject to regulatory and other approvals.

Shareholders of the JV Company have approved the voluntary liquidation of the JV Company at their Extra Ordinary General meeting held on 31 March 2023 subject to regulatory and other approvals.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments occurred between the end of the financial year as on 31 March 2023 and the date of this report which affects financial position of the Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented Uno Minda Employee Stock Option Scheme 2019 or Uno Minda ESOS 2019 (hereinafter referred to as the "Schemeâ). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options (pre-bonus), convertible into equity shares of the Company, which was approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme i.e. 25 March 2019. One option shall entitle the eligible employee to one equity share. The Nomination and Remuneration Committee of the Board ("NRCâ) is empowered to administer this scheme, including determining the eligible employees, the vesting period, and the exercise price of the options.

During the FY 2022-23, the eligible employee who had been granted Employee Stock Options under Tranche-I of Uno Minda ESOS, 2019, have exercised 8,86,416 options. As of 31 March 2023, the remaining options to be exercised stood at 1,67,990.

Further, on 08 August 2022, NRC granted 30,44,830 options under Tranche-II of Uno Minda ESOS, 2019, convertible into an equal number of equity shares having a face value of ''2 each, to the eligible employees of the Company at an exercise price of ''470 per option.

Securities and Exchange Board of India ("SEBIâ) vide its notification dated 13 August 2021 amended and merged the SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 into a single regulation viz., SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("Employee Benefits Regulationsâ). As per the amended regulations, the definition of employees has been expanded to include the employees of the group companies including subsidiary or associate company and permanent from the nature of employee. Accordingly, the Company has amended the Uno Minda ESOS, 2019, inter-alia to amend the existing definition of "Employeesâ in the Scheme and other clauses of the Scheme to align it with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The amended scheme was approved by the shareholders by passing of Special Resolution through Postal Ballot on 29 June 2022.

The Scheme is in compliance with the Employee Benefits Regulations. Pursuant to the provisions of the Employee Benefits Regulations, disclosure with respect to the Scheme of the Company as on 31 March 2023 is enclosed as Annexure-AI and A2 to this Report. The amended Uno Minda ESOS, 2019 has also been uploaded on the Company''s website at https://www.unominda.com/uploads/ Investor/2023/UML_esos-scheme-2019.pdf

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Uno Minda Group is committed to Serving society in the best way Possible through various social initiatives/programme to increase positive social impact. For more than two decades, the group has been strategically involved in social initiatives and started various community-centric projects. We implement our CSR initiatives through the Suman Nirmal Minda Foundation (SNMF) a CSR cum philanthropic arm of Uno Minda Group.

Uno Minda Group started its first structured project for CSR in 2001 and scaled various projects as per the requirements of the community. In 2012, it started its flagship program "Samarth-Jyoti - under the broad aegis of Foundation to enable and empower the underprivileged to live life with dignity and happiness. Our social initiatives like education, skill development, preventive & curative healthcare, and community development and well-being help us to provide support in an overall manner to the communities where we operate.

Our Impact lies in the activities we conduct through our tailored community-centric approach. Our key programmes are cutting & tailoring, beauty culture courses, information technology literacy, remedial classes and community school which primarily benefit women, children, youth, adolescent girls & needy sections of society. Currently 17 Samarth-Jyoti Centers are operational covering 7 states at PAN India level. Samarth-Jyoti identifies CSR project needs through mapping community needs by conducting baseline surveys and benchmarking exercises.

We have established the Suman Nirmal Minda School (Senior Secondary, CBSE affiliated School), Gujarat, through which we are providing education to 700 students and our plan is to educate approx. 1500 students in the future. Looking at the current requirement, we are planning to establish more schools in India.

Our projects carry a strategic approach to address the needs of local communities by implementing CSR initiatives in partnership with various stakeholders across various thematic areas aligned with the Sustainable Development Goals (SDGs). Our socio-economic interventions are focused on underprivileged communities around our plant locations and other local areas of operations to support the marginalized

sections of the society to help them have a sustainable income and a better livelihood opportunity. Our CSR interventions follow principles of accountability to provide the long-term results. Our program has made a very positive and lasting impact in the field of social development and will certainly continue with such activities in the future also. Till date, we have impacted the lives of more than 1.5 Lakhs of people (directly and indirectly).

Voluntarily an Impact Assessment study of CSR activities/ programmes was conducted by engaging an external agency namely Grant Thornton Bharat LLP (GT). GT covered Impact assessment of CSR activities carried out in Haryana, Uttarakhand, Maharashtra, Tamilnadu, Rajasthan and Karnataka. The assessment revealed increase in income, increase in employability, improved skill, improvement in primary education. Women participants reported that the training helped them with economic independence and supported them to improve the living conditions of self and their family and also help them to have greater say in decision making in the family. Social Return on Investment (SROI) analysis as a part of impact assessment was also undertaken for vocational training courses viz cutting and tailing and beauty culture. The SROI ratio was 1.24 which indicated the benefits to cost incurred was much larger.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available at https://www.unominda.com/uploads/ Investor/2023/UML%20CSR%20policv.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is enclosed as Annexure-C to the Board''s Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, A report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-D to the Board''s Report.

The Certificate issued by M/s. Chandrasekaran Associates, Practising Company Secretaries confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E to the Board''s Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company''s website https://www.unominda.com/uploads/ investor/policies/risk%2 0manaaement%2 0policv.pdf. The Company has also laid down procedures to inform Board members about risk assessment and recognising procedures.

Regular meetings of the Risk Management Committee are held to review and further improve the risk management systems of the Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement of the organisation''s objectives. During the year under review, the Committee re-assessed its enterprise level risks and related mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous reassessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for the governance of the orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company has well documented policies and SOPs covering all financial and operating functions.

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

To further strengthen the internal control system, the Company has a well established internal audit. The internal audit is carried out by external independent auditors. The present Internal auditors are Grant Thornton Bharat LLP. The Internal Auditors periodically review compliance of operations, inline with the documented policies and procedures and assess the effectiveness as well as the efficacy of the same in terms of effective internal control. The Company also uses internal audit tracking tool to monitor the status of management actions emanating from previous internal audit finding. The significant audit findings are reviewed on a quarterly basis in the meetings of the Audit Committee.

The internal control and governance processes are duly reviewed for adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

HUMAN RESOURCE MANAGEMENT

Being an employee-centric organisation Uno Minda always puts its people at the heart of whatever it does. The Company believes that the success of the organisation and its people, go hand-in-hand.

To further strengthen people practices, the Uno Minda HR Team partnered with one of the best consulting firms to redesign the existing HR Strategy and re-frame the existing HR Roadmap to have a Future Ready People Function, known as HR Roadmap 2.0.

HR Roadmap 2.0 not only ensures our people''s learning & development, career growth, reward & recognition, holistic well-being, but also takes care of them like a family member. Robust Learning & Development architect and best in class HR practices like Management Continuance Initiative (MCI), Developmental Dialogue etc. in place produces future ready talent and leadership pipeline that assures sustainability of our business. Our humble efforts have been corroborated / endorsed by Great Place to Work Institute India by awarding Uno Minda a "Great Place To Workâ consecutively for two years. The Company is proud to state that it has been again certified as "Great Place to Work (2023)â by Great Place to Work Institute India for the second consecutive year. The Company is again featured in the "Wall of Fameâ of the Great Place to Work Institute and significantly moved up from among the top 50 Best Workplaces to the top 25 Best Workplaces among manufacturing companies.

Fair corporate governance supported by robust policy framework around it, makes Uno Minda know for transparency, trust and dependability.

To evaluate the success of the Organisational Business Transformation (OBT), launched in April- 21, exercise and to review the current norms, we have conducted a Pit-Stop where we heard the voice and suggestions of our internal customers and reviewed, redesigned, and updated the norms of OBT accordingly for more smooth functioning of the processes and businesses.

The Company has also built a robust skill development programme that enables overall skill development of the functional employees and ensures the right skills are available based on future competencies. The Company has developed institutionalised coaching and mentoring programme for employees to take up the more significant role and challenges. These initiatives have helped the Company in succession planning for all critical organisational roles. Not only this, but the Company has also introduced special provisions for Upskilling & Reskilling for employees.

Over the years, Uno Minda has created a great workplace for all its employees by excelling in the 5 dimensions of a high-trust, high-performance culture - Credibility, Respect, Fairness, Pride, and Camaraderie.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-F.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary.

VIGIL MECHANISM

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the "Reportersâ of Uno Minda Limited. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has placed a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the attention of the Management through whistle blower activities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2023, there were Nine (9) Directors on the Board of your Company, consisting of five (5) Independent Directors, one (1) Non-Executive Director, two (2) Executive Director and one (1) Chairman & Managing Director (CMD).

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2023 are:

i. Mr. Nirmal K. Minda, Chairman and Managing Director;

ii. Mr. Ravi Mehra, Whole-time Director (designated as Deputy Managing Director);

iii. Ms. Paridhi Minda, Whole-time Director (ceased with effect from 01 April 2023)

iv. Mr. Sunil Bohra, Chief Financial Officer; and

v. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance Officer of the Company.

During the year under review, following changes have taken place in the Board of Directors of the Company:

- Mr. Rajiv Batra (DIN: 00082866) was appointed as a Non-Executive Independent Director on the Board of the Company for a term of two years w.e.f. 01 April 2022 to 31 March 2024.

- Mr. Satish Balkrishna Borwankar (DIN: 01793948) was appointed as Non-Executive Independent Director on the Board of the Company for a term of three years w.e.f. 12 April 2022 to 11 April 2025.

- The members of the Company approved the appointment of Mr. Rajiv Batra and Mr. Satish Balkrishna Borwankar as Non-Executive Independent Directors by passing a special resolution through Postal Ballot on 29 June 2022.

- Ms. Parveen Tripathi has completed 2^nd term of her tenure as Independent Director on the Board of the Company with effect from 06 February 2023.

- Ms. Rashmi Hemant Urdhwareshe (DIN: 08668140) was appointed as Additional Director in the category of Non-Executive Independent Director on the Board of the Company for a term of three years w.e.f. 25 January 2023. The members of the Company approved the appointment of Ms. Rashmi Hemant Urdhwareshe

as Non-Executive Independent Directors by passing a special resolution through Postal Ballot on 27 March 2023.

- Mr. Nirmal Kumar Minda (DIN: 00014942) was reappointed as Chairman and Managing Director of the Company for a further period of four years w.e.f. April 1, 2023. Members of the Company accorded their approval for reappointment by passing a special resolution through Postal Ballot on 27 March 2023.

After the closure of FY 2022-23, the following directors have been appointed on the Board / ceased from the Board of the Company:

- Ms. Paridhi Minda (DIN: 00227250) has stepped down from the Board of the Company on her own accord with effect from 01 April 2023.

- Mr. Vivek Jindal (DIN : 01074542) has been appointed as an Additional Director in the category of Non-Executive Non Independent Director on the Board of the Company with effect from 01 April 2023, subject to approval by the shareholders which is being sought by way of Postal Ballot.

- Mr. Krishan Kumar Jalan (DIN : 01767702) has completed 2nd term of his tenure as Independent Director on the Board of the Company with effect from 16 May 2023.

DECLARATION BY INDEPENDENT DIRECTORS

In compliance with Section 149(7) of the Companies Act, 2013 ("the actâ) read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Nirmal K Minda and Mr. Ravi Mehra, are liable to retire by rotation and being eligible, offer themselves for reappointment. The details of Mr. Nirmal K. Minda and Mr. Ravi Mehra being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

BOARD EVALUATION

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A separate meeting of the independent directors was held on 08 February 2023 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors including executive Directors. The Nomination and Remuneration Committee (NRC) at its meeting held on 08 February 2023 and 18 May, 2023, also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board at its meeting held on 08 February 2023 and 18 May 2023 reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organisation.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The Company has in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. They are updated on all business related issues and new initiatives. They are invited in management level business review meetings so as to step back and assist the executive management. They are facilitated to visit the various plants of the Company to familiarise them with the manufacturing facilities, process, product etc. of the Company. They are also informed of the important policies of the Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading'' as available on the Company''s website https://www.unominda.com/uploads/Investor/2022/ familiarization-programs-imparted-to-directors.pdf

The details of Familiarisation Programs imparted to Independent Directors during the FY 2022-23 are available on the website of the Company at https://www.unominda.com/ uploads/Investor/2022/familiarization-programs-imparted-to-directors.pdf

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

and remaining five are independent directors. The aforesaid policies of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company''s website at https://www.unominda.com/uploads/investor/ policies/Nomination%20and%20Remuneration-Policv.pdf

MEETINGS OF BOARD AND AUDIT COMMITTEE

During the year, nine (9) Board Meetings and eight (8) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

COMMITTEES OF THE BOARD

The Company has the following Board committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and of the profit of the Company for the year ended on that date;

d. that they have prepared the annual accounts on a ''going concern basis'';

e. that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All the related party transactions during the financial year were in the ordinary course of business and on arm''s length basis and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of a foreseen and repetitive nature. All related party transactions that were approved by the Audit Committee were periodically reported to Audit Committee. None of the Contracts, Arrangements and transactions with related parties required approval of the Board/Shareholders under Section 188(1) of the Act and 23(4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, during the year under review, there were no material related party transactions in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://www. unominda.com/uploads/Investor/Pdf/related-partv-policv.pdf

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, your Company has a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed in dealing with the shares of the Company.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company. The Company also sends email and text messages for closure of trading window and submission of periodic disclosures, etc.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has 18 direct subsidiaries, 12 step down subsidiaries, 7 joint ventures and 6 associates as on March 31, 2023 as defined under the Companies Act, 2013. Besides this, the Company has control over 5 partnership firms as on March 31, 2023.

During the year and till the date of report, the Company has formed/liquidated following subsidiary company/Joint Ventures/Associates:

S. No.	Name of the entities	Nature of relationship	Remarks
(i)	Uno Minda Tachi-S Seating Private Limited	Subsidiary Company	New Subsidiary Company
(ii)	Uno Minda Buehler Motor Private Limited	Subsidiary Company	New Subsidiary Company
(iii)	Kosei Minda Mould Private Limited	Subsidiary Company	Became a subsidiary from joint venture
(iv)	Kosei Minda Aluminum Company Private Limited	Subsidiary Company	Became a subsidiary from joint venture

S. No.	Name of the entities	Nature of relationship	Remarks
(v)	Uno Minda Auto	Subsidiary	New Subsidiary
	Technologies Private Limited	Company	Company
(vi)	Uno Minda Auto	Subsidiary	New Subsidiary
	Innovations Private Limited	Company	Company
(vii)	Uno Minda Auto	Step Down	New Step Down
	Spare Parts And	Subsidiary	Subsidiary
	Components Trading L.L.C	Company	Company
(viii)	Clarton Horn, Morocco	Step Down Subsidiary Company	Liquidated

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries, joint ventures and associates in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.unominda.com/investor/ subsidiaries-annual-accounts

AWARDS AND RECOGNITIONTop 50 Innovative Company - Recognition by CII

Uno Minda Limited has been honoured to be recognised as one of the "Top 50 Innovative Company Awardâ2022" by the Confederation of Indian Industry (CII) at their Industrial Innovation Award Ceremony for its contribution towards PACE (Personalisation, Automation, Connected, and Electric) in the auto component industry.

Certificate of Recognition for Excellence in Corporate Governance by ICSI

Uno Minda Limited has been honoured with the "Certificate of Recognition for Excellence in Corporate Governance" in the category of "Listed - Medium Corporates" at the 22^nd ICSI National Awards for Excellence in Corporate Governance, 2022.

Annual Greentech CSR India Awards 2022

Suman Nirmal Minda Foundation (UNO MINDA GROUP) won the "9^th Annual Greentech CSR India Awards 2022" for excellent accomplishments in the category of "Promotion of Education " for its corporate social responsibility initiatives.

This award is presented to organisations that have demonstrated the highest level of commitment in CSR and it acts as a catalyst for recognising the inherent value of CSR in business excellence and sustainability.

CSR Times Award

Suman Nirmal Minda Foundation (Uno Minda Group) won GOLD AWARD for the Project "Samarth-Jyotiâ in the category of "Women Empowermentâ from CSR Times by Km. Pratima Bhoumik, Hon''ble Minister of State for Social Justice and Empowerment, Government of India in the August gathering of Shri Arun Sao and Shri Vijay Bhagel, Member of Parliament and other senior respected dignitaries from Govt. of India, Industry and Development sector in the 9^th National Corporate Social Responsibility (CSR) Summit (Role of CSR in Nation Building) at New Delhi on 8^th December 2022.

Great Place to Work Certificate

Uno Minda Limited has been honoured with the "Great Place to Work Awardâ in the Health & Wellnessâ category.

Apart from the above the Company has received various recognitions and awards from its esteemed customers.

DEPOSITS FROM PUBLIC

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

STATUTORY AUDITORS REPORT

At the 29^th Annual General Meeting (AGM) held on 12 August 2021, the Members approved appointment of M/s. S. R. Batliboi & Co., LLP, Chartered Accountants (ICAI Registration no. 301003E/ E300005) as Statutory Auditors of the Company to hold office for a period of Five (5) years commencing from the conclusion of that AGM till the conclusion of the 34 AGM of the Company to be held in the year 2026.

The Statutory Auditors'' Report for FY 2022-23, does not contain any qualification, reservation or adverse remark or disclaimer and the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

COST ACCOUNTS AND COST AUDITORS

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119) were the Cost Auditors of the Company for the FY 2022-23 & 2021-22. The cost audit report for the FY 2021-22 submitted by the said Cost Auditors during the FY 2022-23 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2021-22.

The Board of Directors upon recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost Auditors for FY 2023-24.

A resolution seeking approval of the members for ratification of the remuneration payable to the Cost Auditors for FY 2023-24 is provided in the Notice to the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

Board approved the appointment of M/s Chandrasekaran Associates, Practicing Company Secretaries (ICSI FRN: P1988DE002500), as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the FY 2022-23 in place of M/s. Sanjay Grover & Associates, Practicing Company Secretaries.

The Secretarial Audit Report for the financial year ended 31 March 2023 is enclosed as Annexure-G. Further, there has been no qualification made by the Secretarial Auditors in their report for the financial year ended 31 March 2023 except that there was some delay in transfer of amount and shares to Investor Education and Protection Fund w.r.t unpaid dividend remained unpaid or unclaimed for a period of seven years. In this regard it is clarified that there was some request received from few shareholders claiming their unpaid dividend amount, the Bank took time to transfer the amount in the respective shareholder''s bank account(s).

Further, until the claimed amount gets transferred to the shareholders, the release/transfer of the final amount to Investor Education and Protection Fund (IEPF) could not be initiated. On receiving the confirmation from the bank for online transfer the unclaimed amount to IEPF, the underlying shares were also subsequently transferred to IEPF. The delay was inadvertent due to some extra time taken in procedural activities and to protect the interest of the shareholder. However, the management would take necessary steps to avoid such recurrence in future.

Further as per the requirement of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit report of the material subsidiaries namely Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited are also attached as Annexure-H and Annexure-I.

Also the Secretarial Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

EQUAL EMPLOYMENT OPPORTUNITY

The Company strives to ensure that all employees are treated with dignity and respect. The Company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality, etc.

The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intentâ defined under sexual harassment at the workplace and Principle of Natural Justice.

There is an Internal Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, two complaints were received under the Act and enquiry was conducted by the Internal Complaint Committee and the appropriate action has been taken.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company''s operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website and can be accessed at https://www.unominda.com/investor/annual-return. In term of Rule 11 and 12 of the Companies (Management and

Administration ) Rules, 2014. The Annual Return will be filed with the Registrar of Companies within prescribed timeliness.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure-J.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from trading in any of the stock exchanges.

FINANCIAL YEAR

The Company follows the financial year which commences from 01 April and ends on 31 March of subsequent year.

REPORT ON DEVIATION(S) OR VARIATION(S), IF ANY, IN THE USE OF AMOUNT RAISED FROM PUBLIC

During the year under review, Company has not raised any amount from public. Further, the Company issued securities on the basis of Qualified Institutional Placement during the FY 2021-22. The Company has utilised the entire proceeds from the issue upto 31 March 2022. There were no deviation or variation in the use of proceeds from the objects stated in the Placement document.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the Listing Regulations is enclosed as Annexure-K.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AND NODAL OFFICER

Details of the transfer to the IEPF made during the year are as under:

S.	Particulars	Detail
No.
(i)	Amount of unclaimed/	- Unclaimed dividend	of
	unpaid dividend	''3,67,149 relating	to
		dividend declared by U Minda Limited.	no
		- Unclaimed dividend	of
		''5,95,282 relating	to
		dividend declared	by
		erstwhile Harita Seating Systems Limited which got merged with Uno Minda
		Limited.

S. No.	Particulars	Detail
(ii)	Redemption amount of preference shares	- ''10,32,094
(iii)	Underlying shares transferred to IEPF	- 79,380 no. of underlying equity shares relating to Unclaimed dividend of Uno Minda Limited.
		- 16,106 no. of underlying equity shares relating to Unclaimed dividend of erstwhile Harita Seating Systems Limited which got merged with Uno Minda Limited.
(iv)	Other amount transferred to IEPF viz. matured deposit, matured debentures, application money for securities, sale proceeds of fractional shares arising out of amalgamation	''14,705.56 transferred to IEPF pursuant to sale proceeds of fractional shares arising out of amalgamation of Harita Seating Systems Limited with Uno Minda Limited.

Name of Nodal Officer: Mr. Tarun Kumar Srivastava, Company Secretary and Compliance Officer

Details of Nodal Officer are mentioned on the website of the Company at https://www.unominda.com/investor/investor-desk

OTHER STATUTORY DISCLOSURES

Your Directors state that there being no transactions/event/ occasion with respect to following items during the year under review and no disclosure or reporting is required in respect of the same:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this report.

3) Buy-back of shares under Section 67(3) of the Act.

4) Settlements done with banks or financial institutions.

5) Details of revision of financial statement or the Report

6) Issue of debentures, bonds or any non-convertible securities

7) Issue of warrants

8) Failure to implement any corporate action

9) Amounts received from director or relative of the director

10) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

11) Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof

Except Mr. Nirmal K. Minda, other Whole-time Directors of your Company didn''t receive any remuneration or commission from any of its subsidiaries. Mr. Nirmal K. Minda Received remuneration of ''1.44 Crore from Mindarika Private Limited, a material subsidiary of the Company where also he occupies the position of Managing Director.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them. Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors Uno Minda Limited (Formerly known as Minda Industries Limited)

Nirmal K Minda

Date: 18 May 2023 Chairman & Managing Director

Place: Gurugram DIN: 00014942

Mar 31, 2022

The Board of Directors hereby submit its 30^th report along with the audited financial statements of the Company for the financial year ended on 31 March 2022. The standalone and consolidated performance of the Company is summarised below:

Financial Results		(Amount '' in Crores, unless otherwise stated)
Particulars	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	4,959.73	3,700.64	8,313.00	6,373.74
Other Income	79.92	54.62	62.94	47.03
Profit Before Tax	287.26	177.44	494.26	323.07
Add: Exceptional item	(24.98)	(10.00)	-	1.73
Less: Tax Expense	66.25	48.46	146.78	100.53
Profit before share of profit in associates and joint ventures	196.03	118.98	347.48	224.27
Add: Share of net profit in associates and joint ventures	-	-	65.16	24.17
Less: Non-controlling interest	-	-	56.84	41.81
Profit for the year attributable to the Owners of the Company	196.03	118.98	355.80	206.63
Add: Other Comprehensive income for the year attributable to the Owners of the Company	(0.80)	2.66	22.19	14.31
Total Comprehensive income for the year attributable to the Owners of the Company	195.23	121.64	377.99	220.94
Earnings per share (EPS):
Basic (in '')	6.97	4.45	12.64	7.73
Diluted (in '')	6.94	4.27	12.59	7.41
Other Equity attributable to the Owners of the Company	2,598.98	1,593.46	3,381.33	2,202.18

Company''s Performance Standalone

The standalone revenue from Operations for the FY 2021- 22 was '' 4,959.73 Crores as against '' 3,700.64 Crores in previous year. The profit after tax for the FY 2021-22 was '' 196.03 Crores as against '' 118.98 Crores in the previous year. Total comprehensive income for the FY 2021-22 was '' 195.23 Crores as against ''121.64 Crores in the previous year. Consolidated

The consolidated revenue from Operations for the FY 2021-22 was '' 8,313.00 Crores as against '' 6,373.74 Crores in previous year. The profit after tax attributed to the Owners for the FY 2021-22 was '' 355.80 Crores, as against '' 206.63 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2021-22 was '' 377.99 Crores as against '' 220.94 Crores in the previous year. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

Performance and Outlook

Your Company has delivered yet another sparkling performance despite the lockdown related restrictions due to 2nd wave of COVID-19 in first quarter, challenges posed by semi-conductor shortages leading to production disruptions and commodity pricing pressures. With the demand remaining buoyant, easing off of the COVID-19 and semi-conductor situation globally, the management of your Company expects that the uptrend in the growth trajectory of the Company will continue. Uno Minda group is well positioned to capitalize on these developments and offer the best-in-class indigenous products to our existing and potential partners for sustained performance.

Dividends

The Board at its meeting held on 7 February 2022, declared an interim dividend of '' 0.50 per equity share i.e. 25.00% on 28,56,20,441 equity shares of '' 2 each. Further, the Board at its Meeting held on 24 May 2022 has recommended a final dividend of '' 1 per equity share for the financial year ended on 31 March 2022 and '' 0.01 dividend on 9,660 numbers of 0.01% Non-Convertible Redeemable Preference Shares of '' 100 each, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total dividend for the financial year ended on 31 March 2022 aggregates to '' 1.50 per equity shares of '' 2 each i.e.75%

Issue of equity shares pursuant to a Qualified Institutional Placement Issue

During the year, pursuant to a Qualified Institutional Placement Issue, in accordance with the relevant provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Section 42 of the Companies Act, 2013 and the relevant Rules made thereunder, the Company issued 97,22,000 equity shares of face value of '' 2/- each at a price of '' 720.00 per Equity Share (including Securities Premium of '' 718.00 per Equity Share) on 05 August 2021.

Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2021 was '' 54,38,57,408/-comprising of 27,19,28,704 equity shares of '' 2 each. During the year, the Company, issued total 1,36,91,737 equity shares of '' 2 each and 1,88,84,662 NCRPS. Further, the Company also redeemed 1,88,75,002 NCRPS. As a result of these, the Issued, Subscribed and Paid-up share capital of the Company as on 31 March 2022 remains '' 57,22,06,882 comprising of 28,56,20,441 equity shares of '' 2 each and 9,660 NCRPS. Utilisation of funds raised through Qualified Institutional Placement

The utilisation of funds raised through Qualified Institutional Placement (QIP) as on 31 March 2022 is as under:

Particulars	'' in Crores
Funds from QIP	699.98
Amount utilised for the object mentioned in the placement document dated 05 August,2021	699.98

and '' 0.01 dividend per 0.01% Non-Covertible Redeemable Preference Shares of '' 100 each.

The Company has complied with the dividend distribution policy of the Company, the copy of which is available on the website of the Company at https://www.unominda. com/images/Corporate_governance/Corporate_Governance_ Policies/Dividend-Policy.pdf Transfer to Reserve

The Company has not proposed any amount to be transferred to the General Reserve.

Share Capital Authorised Share Capital

The Authorised share capital of the Company is '' 5,1 1,69,20,500 as on 31 March 2022 comprising of 73,62,13,000 equity shares of '' 2 each and 275,00,000 8% Non-Cumulative Redeemable Preference Shares of '' 10 each and 3,36,94,945 0.01% Non-Cumulative Redeemable Preference Shares of '' 100 each.

Issue of Non-Convertible Redeemable Preference Shares and Equity Shares pursuant to the scheme of amalgamation of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited with the Company

During the period under review, the Company issued total 1,88,84,662 0.01% Non-Convertible Redeemable Preference Shares of face value of '' 100 each (NCRPS) and 39,69,737 equity shares of face value of '' 2 each to the eligible shareholders of 1) Harita Limited, 2) Harita Venu Private Limited, 3) Harita Cheema Private Limited and 4) Harita Seating Systems Limited in the ratio as mentioned in scheme of amalgamation.

No shares were allotted to the shareholders of Harita Financial Services Private Limited (HFSL) as entire share capital of HFSL was held by Harita Limited.

Redemption of 0.01% Non-Convertible Redeemable Preference Shares (NCRPS)

In terms of Scheme of Amalgamation of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited with the Company, the Company had allotted 1,88,84,662

0.01% Non-Convertible Redeemable Preference Shares of face value of '' 100 each (NCRPS) to the shareholders of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited and Harita Seating Systems Limited with an option to opt an early redemption for NCRPS. No shares were allotted to the shareholders of Harita Financial Services Limited as the entire shares of Harita Financial Services Limited was held by Harita Limited.

Out of total 1,88,84,662 NCRPS, the holder of 1,88,75,002 NCRPS elected the option for early redemption. Accordingly, the Company redeemed 1,88,75,002 NCRPS at a price of '' 112.50 per NCRPS.

Key Business developments during the year under review

I. Update on Merger of Minda I Connect Private Limited

The Board of Directors of your Company had, at its meeting held on 6 February 2020, approved the merger of Minda I Connect Private Limited ("Transferor Companyâ or "Minda I Connectâ) with Minda Industries Limited ("Transferee Companyâ) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013.

hardware, designing, programming in automotive mobility and information technology segment will synergise well with the product groups of the Company. In consideration for amalgamation the shareholders of the Minda I Connect, shall receive 10 (Ten) fully paid up equity shares of the Company of '' 2 each for every 179 (One Hundred Seventy-Nine) fully paid up equity shares of Minda I Connect of '' 10 each.

Pursuant to orders of the Hon''ble National Company Law Tribunal (NCLT) Delhi, having jurisdiction on Minda I Connect Private Limited (Transferor Company) and Minda Industries Limited (Transferee Company) in the Company Application filed before Hon''ble NCLT with respect to the scheme of amalgamation of Transferor Company with Transferee Company, the equity shareholders and unsecured creditors of the Transferee Company at their respective Hon''ble NCLT convened meetings held on 16 February 2022 approved the scheme of amalgamation of Transferor Company with Transferee Company with requisite majority. This matter is pending for approval of the scheme by the Hon''ble NCLT.

The Scheme is available on the website of the Company at https://www.unominda.com/uploads/ Investor/ June_ 2020/scheme-of-amalgamation.pdf

II. Merger of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited, and Harita Seating Systems Limited with the Company

During the period under review, the Company issued total 1,88,84,662 0.01% Non-Convertible Redeemable Preference Shares of face value of '' 100 each (NCRPS) and 39,69,737 equity shares of face value of '' 2 each to the eligible shareholders of 1) Harita Limited, 2) Harita Venu Private Limited, 3) Harita Cheema Private Limited, 4) Harita Financial Services Private Limited and 5) Harita Seating Systems Limited in the ratio as mentioned in scheme of amalgamation.

Out of total 1,88,84,662 NCRPS, 1,88,75,002 NCRPS have been redeemed as NCRPS holders opted for early redemption option in terms of election notice sent to the eligible shareholders in compliance with provisions of the Scheme. As on date total 9,660 NCRPS are outstanding for redemption.

III. Investment in CSE Dakshina Solar Private Limited and Strongsun Renewables Private Limited, the Special Purpose Vehicle (''the SPV'') Companies

In order to avail captive solar power, your Company made investments, in two tranches, in two special purpose vehicles companies namely CSE Dakshina Solar Private Limited (SPV-I) and Strongsun Renewables Private Limited (SPV-2). In SPV-I the Company has made a total investment of '' 1.70 Crores (approx. in two tranches)

and in SPV-II the Company has made a total investment of '' 2.73 Crores (approx. in two tranches). As on 31 March 2022, the Company holds 27.71% equity shares in SPV-I and 28.10% equity shares in SPV-II.

SPV-I and SPV-II shall provide captive solar power to the Company''s units in Tamil Nadu and Maharshtra respectively.

IV. Acquisition of shares of Harita Fehrer Limited

Harita Fehrer Limited (HFRL) was a 51:49 joint venture of erstwhile Harita Seating Systems Limited and F.S. Fehrer Automotive GmbH (Fehrer). Upon merger of Harita Seating Systems Limited into Minda Industries Limited ("the Companyâ) (effective from 01 April 2021), the Company became the shareholder of HFRL (51% stake). Post-merger, Fehrer expressed its intension to exit from joint Venture. Accordingly, the Board of Directors of the Company, at its meeting held on 13 June 2021, approved to acquisition of remaining 49% stake in HFRL by acquiring 98,48,040 equity shares of HFRL from Fehrer. The said acquisition has been completed on 24 March 2022 and now the Company holds 100% stake in HFRL.

V. Corporate restructuring of Europe entities

The Board of Directors of your Company approved the corporate restructuring amongst Minda Delvis GmbH ("Minda Delvisâ), Delvis Solution GmbH ("Delvis Solutionâ), Delvis Products GmbH ("Delvis Productâ) and iSYS RTS GmbH ("iSYSâ), step down subsidiaries in Europe.

Earlier, Minda Industries Limited ("MILâ) was holding 100% shares of Minda Delvis through its SPV namely Sam Global PTE Limited ("SAMâ). SAM is 100% subsidiary of MIL. Delvis Solution and Delvis Products were 100% subsidiaries of Minda Delvis. Further, MIL was holding 80% stake in iSYS and balance 20% stake was held by an individual shareholder Mr. Georg Hutter, Managing Director of iSYS. Delvis Solution was an engineering service Company. iSYS was also has an engineering division.

As a part of corporate restructuring, engineering companies has been brought into one umbrella and product companies in one umbrella for better synergies. Further, Delvis and iSYS merged and then de-merged into two entities for engineering and product supplies. Post-restructuring a holding Company, namely UNO Minda Europe GmbH, in Germany has been created which holds 100% stake of both engineering and product companies, namely UNO Minda Systems GmbH and CREAT GmbH. Now, post corporate restructuring MIL holds directly & indirectly about 96.5% stake in German holding Company and Mr. Georg Hutter holds minority stake about 3.5% in said holding Company.

VI. Transfer of business of Minda TTE Daps Private Limited (Joint Venture Company) to Minda Industries Limited and cessation of Joint Venture

The Company and Tung Thih Electronic Co. Limited (TTE), Taiwan entered into a Joint Venture Agreement in April 2017 to manufacture "Rear Parking Assist Systemâ in India and formed a joint venture Company in the name of Minda TTE DAPS Private Limited ("JV Companyâ).

In order to provide cost effective solution to the customers and to remain competitive, it was planned to localise manufacturing of products in India. However, TTE did not see enough volume in India to justify new investments. Therefore, it has been mutually decided by Minda Industries Limited (MIL) and TTE to transfer the business of JV Company to MIL and consequently cease the joint venture agreement and the JV Company subject to regulatory and other approvals.

VII. Formation of Joint Venture in India with FRIWO Group for EV products

The Board of Directors of your Company, at its meeting held on 10 December 2021, approved to enter into Joint Venture with FRIWO AG, Germany and its affiliates ("FRIWOâ). The Company and FRIWO will through a Joint venture Company to combine their manufacturing process and technical expertise to manufacture and supply various electric vehicle components for two and three wheelers in Indian Subcontinent. Additionally, the Joint Venture entity also plans to enter into a master contract manufacturing agreement with FRIWO to manufacture the agreed products not only for Indian markets, but for ASEAN and European markets as well. The Company will hold a majority stake of 50.1% in the said joint venture entity.

Further, as a part of the transaction, the Board has also approved to invest Euro 15 Million in FRIWO AG via capital increase in order to strengthen the partnership between the two groups. The Company has received the approval of Reserve Bank of India, under Overseas Direct Investment ("ODIâ) guidelines, for the investment in FRIWO AG.

VIII. Expansion of the 2 Wheel-Alloy Wheel plant of the Company situated at Supa Maharashtra

The Company has proposed the expansion of the existing plant of 2 Wheel-Alloy wheel at Supa, Maharashtra by setting up 2 additional lines with liquid line paint shop and tool room facility. The estimated cost of the project is '' 190 Crores. The project is expected to commence in Quarter 4 of 2022-23.

IX. Expansion in Minda Kosei Aluminum Wheel Private Limited, a material subsidiary of the Company

Minda Kosei Aluminum Wheel Private Limited ("Minda Koseiâ) is a material subsidiary of the Company and manufactures aluminum alloy wheels mainly for OEMs. It has two Plants in India, 1st Plant is located in Bawal, Haryana and the 2nd Plant in Dekavada, Gujarat.

Minda Kosei has proposed to increase capacity of its Gujarat Plant from 90,000 wheels per month to 1,20,000 wheels per month at an estimated investment of '' 74 Crores. The expanded production is expected to start from Quarter 1 of 2023-24.

Change in Nature of Business

There is no change in the nature of business of your Company during the year.

Material Changes and Commitments

There were no material changes and commitments occurred between the end of the financial year as on 31 March 2022 and the date of this report which affects financial position of the Company.

Employee Stock Option Scheme

Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019 (hereinafter referred to as the "Schemeâ). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme i.e. 25 March 2019. One option shall entitle the eligible employee to one equity share. The Nomination and Remuneration Committee of the Board ("NRCâ) is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

NRC, on 13 June 2021, has granted 1,62,333 number of options convertible into equal no. of equity shares having face value of '' 2 each to the eligible employees of the Company and its subsidiaries at a price of '' 325 per option.

Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, disclosure with respect to the Scheme of the Company as on 31 March 2022 is enclosed as Annexure-A to this Report. The ESOS 2019 has also been uploaded on the Company''s website at www. unominda.com.

The Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''Employee Benefits Regulations'') and there has been no change in the Scheme during the financial year.

Corporate Social Responsibility Initiatives

At UNO MINDA group, we firmly believe and are committed to our values of inclusive growth of people and collectively continued to work for the welfare of people and communities over two and a half decades. We develop and maintain our business as a responsible corporate citizen and believe in holistically addressing all issues related to People, Planet and Profit for a sustainable business and committed to achieve inclusive growth of the marginalised and disadvantaged sections of the society through our CSR initiatives. Along with this, we fulfil all our social responsibility towards the communities we operate in, which fulfil our responsibility by providing the highest quality of service to our customers, stakeholders, and business partners. Our CSR initiatives are driven by the Suman Nirmal Minda Charitable Trust (SNMCT)-as an implementing partner of UNO MINDA Group, which operates CSR programs at various locations across India and has touched lives of 14,714 people through a flag initiative; Samarth - Jyoti and covered 7 states which includes Haryana, Uttrakhand, Rajasthan, Gujarat, Maharashtra, Karnataka & Tamil Nadu.

Projects carry a strategic approach to addressing the needs of local communities by implementing CSR initiatives in partnership with various stakeholders across various thematic areas aligned with the Sustainable Development Goals (SDGs). Our socio-economic interventions are focused on underprivileged communities around our plant locations and other local areas of operations so that the weaker and marginalised sections of the society have a sustainable higher income and a better standard of living. Our CSR interventions follow principles of accountability to stress the long-term sustainability of results. Samarth-Jyoti identifies CSR projects needs through mapping community needs by conducting baseline surveys and benchmarking exercises.

Our initiatives aim to promote skill development which will lead to making the youth self-reliant by training them with in-demand skills. With the focus on creating an inclusive world and providing a life of dignity and confidence, we are continuously working in the area of education and skill development for children, women, and youth respectively. We are working continuously towards providing the community, especially women and young people, with appropriate options

Issuance of Commercial Paper and its Listing

During the year, Company has issued Commercial Paper (CP) once to meet its short term funds requirement resulting into the savings in finance cost of the Company.

The following CPs were issued during FY 2021-22:-

S.	Date of	Date of	CP Issue	Whether
No.	allotment	maturity	Value	Listed
1	17 June 2021	11 August 2021	'' 50 Crores	Unlisted

for grooming and enhancing their skills in various vocational courses. Also, we are working tirelessly to develop young minds by facilitating and increasing the quality of education for children belonging to less advantaged and backward communities through initiatives such as establishing formal schools and remedial programs.

Our Key projects under Samarth-Jyoti are:

1. Skill Development, wherein we are imparting vocational training for Beauty Culture Learning, Cutting & Tailoring and Computer Basic, Hardware, and Professional courses.

2. Education programs, imparting formal education with establishing and operating CBSE affiliated Senior Secondary School, community school and remedial program for facilitating the children with required educational support.

3. Community Well-Being and Development where we are liaising with local government and stakeholder members to provide required infrastructural development, waste management set-ups, food stall for providing nutritional food, etc.

4. Preventive & Curative Healthcare where we are organising and supporting community members by organising various blood donation and medical/health check-up camps, conducting menstrual health and hygiene management workshops, extending support for various alignment to the deprived and lesser privileged member of the society.

Our CSR perspective is to contribute to the society through our programs which are sustainable, impactful and with a future-generation development-centric approach. So far through our programs, we have made a difference in the life of 51,460 direct and indirect beneficiaries.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.unominda.com/uploads/ Investor/March_2021/mil-new-csr-policy.pdf Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure-C to the Board''s Report.

Corporate Governance

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-D to the Board''s Report.

The Certificate issued by M/s. Sanjay Grover & Associates, Company Secretaries in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E to the Board''s Report.

Risk Management Policy

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company''s website www. unominda.com. The Company has also laid down the procedures to inform Board members about risk assessment and minimisation procedures.

Regular meetings of the Risk Management Committee are held to review and further improve the risk management systems of the Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement of the organisation''s objectives. During the year under review, the Committee re-assessed top 10 risks and its mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

Internal Financial Control and its adequacy The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human Resource Management

The Company as an employee-centric organisation always puts its people at the heart of whatever it does. The Company believes that the success of the organisation and its people go hand-in-hand.

To further strengthen people practices, UNO Minda HR Team partnered with BIG 4 consulting firms to relook at the HR Strategy and Re-frame a HR Roadmap, to design a Future Ready People Function. As part of this HR Roadmap 2.0, HR has planned to roll out renewed initiatives with an intent to positively impact the employee journey at UNO Minda. These initiatives revolve around health and wellness of employees, learning and development, mentoring and coaching, building an appreciation culture, flexible work hours etc. The aim is to rebrand the UNO Minda employee value proposition. Some of these initiatives have already been implemented while others will be rolled out in a phased manner over the course of next 2 years across the entire HR lifecycle.

Employee health and well-being has always remained the top most priority of UNO Minda Group. The Company focuses on building a culture of holistic well-being including physical, emotional, financial, social, career, community. Under the program named UNO Minda Energize, the Company is conducting number of webinars on mindfulness, yoga, emotional intelligence, mental health, eye health, financial planning and more. UNO Minda Energize brings the right dose of everything that can help employees sustain, grow and manage their health and harmony of life. The Company has also partnered with leading online health tech platform to provide host of health and wellness benefits to its employees and their family which include preventive healthcare & wellness services, special privileges on medicine, lab test, doctor online consultation and wellness counselling.

The Company launched spot recognition program UNO Minda Bravo to acknowledge and appreciate an employee''s effort. The program is aimed at not only to offer timely rewards and recognition also to build appreciation as a natural part of Company culture.

From the beginning of the FY 2022-23, we have moved to a re-designed role based organisation from Hierarchical designations as part of overall Organisational Business Transformation (OBT) exercise. Redesigned Organisation structure has brought in more clarity, transparency and better accountability with focused purpose. We will continue to reap benefit of various HR initiatives taken at the beginning of the FY 2022-23 as part of Organisation business transformation.

The Company has also built a robust skill development program that is enabling overall skill development of the functional employees and ensuring the right skills are available based on future competencies. The Company

has developed institutionalised coaching and mentoring program for employees to take up the more significant role and challenges. These initiatives have helped the Company in succession planning for all critical roles in the organisation. Over the years, UNO Minda has created a great place to work for all its employees by excelling on the 5 dimensions of a high-trust, high-performance culture - Credibility, Respect, Fairness, Pride and Camaraderie. The Company is proud to state that it is now certified as "Great Place to Work 2022" by Great Place to Work Institute India. The Company featured in "Wall of fame" of Great Place to Work Institute amongst the top 30 Best Work places in manufacturing companies in India. The Company has also been awarded Economic Times Human Capital award for Excellence in HR Digital Transformation. Particulars of Employees

The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-F.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary. Vigil Mechanism

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the "Reporters" of Minda Industries Limited. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

Directors and Key Managerial Personnel As on 31 March 2022, there were Eight (8) Directors on the Board of your Company, consisting of four (4) Independent Directors, one (1) Non-Executive Director, two (2) Executive Director and one (1) Chairman & Managing Director (CMD). Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2022 are:

i. Mr. Nirmal K. Minda, Chairman and Managing Director;

ii. Mr. Ravi Mehra- Wholetime Director, designated as Deputy Managing Director;

iii. Ms. Paridhi Minda-Wholetime Director;

iv. Mr. Sunil Bohra-Chief Financial Officer; and

v. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance Officer of the Company.

During the year under review, following changes have taken place in the Board of Directors of the Company:

- Mr. Ravi Mehra was appointed as Whole-time director designated as Deputy Managing Director of the Company for a period of three years w.e.f 1 April 2021 to 31 March 2024.

- Mr. Krishan Kumar Jalan, Non-Executive Independent Director of the Company was re-appointed for a Second term of two years w.e.f. 16 May 2021.

- Mr. Rakesh Batra was appointed as Non-Executive Independent Director of the Company for a term of three consecutive years w.e.f. 19 July 2021.

- Dr. Chandan Chowdhury, completed his tenure of two years, in the capacity of Non-Executive Independent Director of the Company and accordingly ceased to be a Director on the Board of the Company w.e.f. 06 August 2021.

- Mr. Satish Sekhri completed his term in the capacity of Non-Executive Independent Director of the Company and he ceased to be a Director on the Board of the Company w.e.f. 01 April 2022.

After the closure of financial year 2021-22, the following directors have been appointed on the Board of the Company:

- Mr. Rajiv Batra (DIN-00082866) as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company for a term of two years w.e.f. 1 April 2022 to 31 March 2024.

- Mr. Satish Balkrishna Borwankar (DIN-01793948) as an Additional Director in the Category of Non-Executive Independent Director on the Board of the Company for a term of three years w.e.f. 12 April 2022 to 11 April 2025.

The appointment of Mr. Rajiv Batra and Mr. Satish Balkrishna Borwankar is subject to approval of the shareholders of the Company, which is being sought through Postal Ballot. Declaration by Independent Directors

In compliance with Section 149(7) of the Companies Act, 2013 ("the actâ) read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the Board''s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Anand Kumar Minda and Ms. Paridhi Minda, are liable to retire by rotation and being eligible, offer themselves for reappointment. The details of Mr. Anand Kumar Minda and Ms. Paridhi Minda being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

Board Evaluation

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on 07 February 2022 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Nomination and Remuneration Committee (NRC) at its meeting held on 07 February 2022 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organisation.

Familiarisation programme for Board Members

management level business review meetings so as to step back and assist the executive management. They are facilitated to visit the various plants of the Company to familaries them with the manufacturing facilities, process, product etc. of the Company. They are also informed of the important policies of the Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading'' as available on the Company''s website https://www.unominda.com/investor/ corporate-governance.

Policy on Directors'' appointment and remuneration

The Board Diversity Policy read with Nomination and Remuneration Policy aims to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2022, the Board consists of eight members, out of which, three are executive directors, one is non-executive director and remaining four are independent directors. The aforesaid policies of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company''s website https://www.unominda.com/images/Corporate_ governance/Corporate_Governance_Policies/Nomination--Remuneration-Policy.pdf

There has been no change in the said policies during the year under review.

Meetings of Board and Audit Committee

During the year, eight (8) Board Meetings and seven (7) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

Committees of the Board

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2022 and of the profit of the Company for the year ended on that date;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a ''going concern basis'';

e. that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Related Party Transactions

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

party transactions in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://www.unominda.com/uploads/ Investor/2022/rpt-policy.pdf Subsidiaries, Joint Ventures and Associates The Company has 12 direct subsidiaries, 10 step down subsidiaries, 12 joint ventures and 3 associates as on 31 March 2022 as defined under the Companies Act, 2013. Besides this, the Company has control over 4 partnership firms and significant influence over 1 partnership firm as on 31 March 2022.

During the year under review:

- Company acquired 27.71% stake of CSE Dakshina Solar Private Limited and 28.10% stake of Strongsun Renewables Private Limited. Now, CSE Dakshina Solar Private Limited and Strongsun Renewables Private Limited are associate Company of the Company.

- Pursuant to the Merger of Harita Seating Systems Limited (HSSL) with Minda Industries Limited (MIL), Harita Fehrer Limited (HFRL) in which HSSL held 51% stake, became the subsidiary of the Company. Later, the Company acquired remaining 49% stake of HFRL from the other JV Partner and now HFRL is wholly owned subsidiary of the Company.

- The Company formed two wholly owned subsidiaries namely UNO Minda EV Systems Private Limited and UNO Minda Auto Systems Private Limited.

- The Company made further investment of '' 6.80 Crores in equity shares of Minda Onkyo India Private Limited under Right issue. The Company''s stake in Minda Onkyo after subscription remained same i.e. 50%.

- The Company raised its stake in Minda Kosei Aluminum Wheel Private Limited from 70% to 77.35% by way of subscription of Equity shares under Right Issue and further renunciation of right by other two shareholders of Kosei International Trade & Investment Company Limited and Minda Investments Limited.

- Two (2) overseas step down subsidiaries of the Company, namely CH-Signalakustics GmbH and Clarton Hom-Morocco SARL were under process of dissolution. The business of these companies are being carried out by Clarton Horn-Spain.

- Your Company did a corporate re-structuring of its five subsidiary companies (including step down subsidiaries) in Europe. Under the corporate re-structuring, the engineering divisions and products divisions of Minda Delvis GmbH and iSYS were merged into two different entities incorporated with new names of UNO Minda Europe GmbH and UNO Minda Systems GmbH. Beside this the R&D business transferred from Delvis Solution GmbH to CREAT GmbH. Due to this restructuring, two companies ceased to be a subsidiary Company (including step down subsidiary) of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries, joint ventures and associates in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.unominda.com/ investor/subsidiaries-annual-accounts Awards and Recognition

- Amrop Economic Times Best Board Award

Your Company won the Amrop Economic Times-India''s Best Board Award 2020 in Small-Cap Company category.

- Great Place to Work Certificate

During the year under review, your Company also got certificate of "Great Place to Workâ from Great Place to WorkÂ® Institute India.

Apart from above the Company has received various recognitions and awards from its esteemed customers.

Deposits from Public

Particulars of Loans, Guarantees or Investments Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Statutory Auditors Report

At the 29^th Annual General Meeting (AGM), the Members approved appointment of M/s. S. R. Batliboi & Co., LLP, Chartered Accountants (ICAI Registration no. 301003E/ E300005) as Statutory Auditors of the Company to hold office for a period of Five (5) years commencing from the conclusion of that AGM till the conclusion of the 34^th AGM of the Company to be held in the year 2026.

The Statutory Auditors'' Report for FY 2021-22, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013. Cost Accounts and Cost Auditors

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

The Board of Directors upon recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost Auditors for FY 2022-23. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2022-23 is provided in the Notice to the ensuing Annual General Meeting.

Secretarial Auditors''

The Board appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900), to conduct secretarial audit for FY 2021-22. The Secretarial Audit Report for the financial year ended 31 March 2022 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

Further as per the requirement of Regulation 24A of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Secretarial Audit report of the material subsidiaries namely Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited is also attached with the main Secretarial Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company strives to ensure that all employees are treated with dignity and respect. The Company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality etc.

The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intentâ defined under sexual harassment at the workplace and Principle of Natural Justice.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company''s operations in future.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website on www.unominda.com Management Discussion & Analysis Report Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure -H.

Compliance of Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in any of the stock exchanges.

Financial Year

The Company follows the financial year commence from 01 April and ends on 31 March of subsequent year.

Report on deviation(s) or variation(s), if any, in the use of amount raised from public

During the year under review, Company issued securities on the basis of Qualified Institutional Placement. There are no deviation or variation in the use of proceeds from the objects stated in the Placement document.

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is enclosed as Annexure-I.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof

There are no such events occurred during the period from 01 April 2021 to 31 March 2022, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

Acknowledgements

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

For Minda Industries Limited

Nirmal K Minda

Place: Gurugram Chairman & Managing Director

Date: 24 May 2022 DIN: 00014942

Mar 31, 2021

The Board of Directors hereby submit their twenty-ninth report along with the audited financial statements of the Company for the financial year ended on March 31, 2021. The standalone and consolidated performance of the Company is summarised below:

Financial Results	(Amount '' in Crores, unless otherwise stated)
particulars	standalone		Consolidated
	FY 2020-21 \|	FY 2019-20	FY 2020-21	FY 2019-20
Revenue from Operations	3,700.64 \|	3,524.72	6,373.74 \|	6,222.03
Other Income	54.62	64.85	47.03	40.49
Profit Before Tax	177.44	155.06	323.07	278.05
Add: Exceptional item	(10.00)	(42.75)	1.73	(34.46)
Less: Tax Expense	48.46	23.14	100.53	68.62
Profit before share of profit in associates and joint ventures	118.98	89.17	224.27	174.97
Add: Share of net profit in associates and joint ventures			24.17	12.97
Less: Non-controlling interest			41.81	32.76
Profit for the year attributable to the Owner of the Company	118.98	89.17	206.63	155.18
Add: Other Comprehensive income for the year attributable to the Owners of the Company	2.66	(3.80)	14.31	(1.93)
Total Comprehensive income for the year attributable to the Owners of the Company	121.64	85.37	220.94	153.25
Earnings per share (EPS)
Basic (in '')	4.45	3.40	7.73	5.92
Diluted (in '')	4.27	3.25	7.41	5.65
Other Equity attributable to the Owners of the Company	1,593.45	1,296.97	2,202.18	1,808.64

The financial statements for the year ended March 31,2021 have been prepared after giving effect to the scheme of amalgamation of five Harita Group Companies namely (i) Harita Limited (ii) Harita Venu Private Limited, (iii) Harita Cheema Private Limited, (iv) Harita Financial Services Limited and (v) Harita Seating Systems Limited with Minda Industries Limited. For details, refer Notes to Accounts forming part of this Annual Report.

Company''s Performance Standalone

The standalone revenue from Operations for the FY 202021 was '' 3,700.64 Crores as against '' 3,524.72 Crores in previous year. The profit after tax for the FY 2020-21 was '' 118.98 Crores as against '' 89.17 Crores in the previous year. Total comprehensive income for the FY 2020-21 was '' 121.64 Crores as against '' 85.37 Crores in the previous year.

Consolidated

The consolidated revenue from operations during the year for the FY 2020-21 was '' 6,373.74 Crores as against '' 6,222.03 Crores in previous year. The profit after tax attributed to the Owners for the FY 2020-21 was '' 206.63 Crores, as against '' 155.18 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2020-21 was '' 220.94 Crores as against '' 153.25 Crores in the previous year.

Consolidated Financial Statements

COVID-19

The WHO declared COVID-19 outbreak as a pandemic which continues to spread across the country. On March 23, 2020, the Government of India also declared this pandemic a health emergency and ordered on March 24, 2021 nation-wide lockdown of all non-essential business, imposed restrictions on movement of goods/ materials travel etc. which continued till May end. The lockdown was withdrawn in a phased manner in the next 6 months. During the lockdown, production was suspended at all the locations. Lockdown has

significantly impacted the business operations. Consequently, revenues and profitability have been adversely affected. In order to mitigate some of the impact, Company had taken various initiatives to manage its costs across the organisation and also took actions to conserve cash which is critical in times of crisis. This enabled the company to mitigate some of the adverse effect of the lockdown. From September, 2020 as the lockdown was gradually withdrawn green shoots of revival in the economy including auto sector started to emerge. The Company''s operations started to recover after effect of the pandemic, and the results for the quarter/nine months ended were promising.

However, the fangs of the pandemic again started to emerge from the beginning of the current year with much more severe impact on health and life of the people. This has again compelled various state governments to impose lockdown and create containment zones. The re-emergence of the pandemic in the current financial year has already impacted the operations of the Company and the economy as a whole. Based on current indicators of future economic conditions, the Company expects to recover as the demand comes from the customers.

Well-being and safety of the employees is of utmost priority. We are carefully monitoring the rapidly evolving Covid-19 pandemic and will continue to proactively respond based on the evolving situation. The Company is undertaking all the necessary measures to ensure compliance with the terms and conditions put in place by concerned authorities. The Company will work towards an orderly return to production once conditions permit.

Dividends

The Board at its meeting held on 04th February 2021, declared an interim dividend of '' 0.35 per equity share i.e. 17.50% on 27,19,28,704 equity shares of '' 2 each. Further, the Board at its Meeting held on June 13, 2021 has recommended a final dividend of '' 0.50 per equity share for the financial year ended on March 31, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total dividend for the financial year ended on March 31, 2021 aggregates to '' 0.85 per equity shares of '' 2 each i.e. 42.50%.

Transfer to Reserve

The Company has not proposed any amount to be transferred to the General Reserve.

Share Capital Authorised Share Capital

The authorised share capital of the company during the year has increased from '' 1,20,13,14,500/- to '' 2,14,28,20,500/-due to addition of authorised share capital upon merger of 4 wholly owned subsidiaries viz (i) M J Casting Limited, (ii) Minda Distribution Services Limited, (iii) Minda Auto Components Limited and (iv) Minda Rinder Private Limited, w.e.f. August 01,2020 with the Company.

Further the authorised share capital of the Company has been increased to '' 5,1 1,69,20,500/- due to addition of authorised share capital upon merger of 5 Transferor Companies viz (i) Harita Limited, (ii) Harita Venu Private Limited, (iii) Harita Cheema Private Limited, (iv) Harita Financial Services Limited and (v) Harita Seating Systems Limited, w.e.f. April 01,2021

Issue of equity shares on Rights Issue basis

The Board of Directors at their meeting held on June 29, 2020 and August 1 1, 2020 approved the issue of 97,1 1,739 fully paid up equity shares at an issue price of '' 250 each (including premium of '' 248 per equity share over face value of '' 2 each) under rights issue basis. The Company allotted 97,1 1,739 equity shares on rights issue basis on September 15, 2020.

Issued, subscribed and paid-up share Capital

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2020 was '' 52,44,33,930/-comprising of 26,22,16,965 Equity Shares of '' 2 each. The Company came out of Right Issue and allotted 97,1 1,739 equity shares on September 15, 2020. As a result the Issued, Subscribed and Paid-up share capital of the Company increased to '' 54,38,57,408/- comprising of 27,19,28,704 Equity Shares of '' 2 each. The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2021 remains at '' 54,38,57,408.

Key Business developments during the year under review

i. Merger of four wholly-owned subsidiaries with the Company

The National Company Law Tribunal (NCLT) Delhi Bench has vide its order dated June 1, 2020 sanctioned the composite scheme of merger of Company''s wholly owned subsidiaries i.e. M J Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (formerly known as Rinder India Private Limited), with the Company. The order of NCLT was filed with Registrar of Companies (ROC) on August 01, 2020 and the said merger is effective from the date of filing with the ROC. It may be noted that in terms of relevant provisions of INDAS the financials statements of the Company for the

previous financial year (FY 2019-20) has already been prepared after giving effect to the aforesaid scheme of the amalgamation.

ii. Merger of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited., and Harita seating systems Limited with the Company

The National Company Law Tribunal (NCLT) Chennai Bench having jurisdiction over Transferor Companies and NCLT, Delhi Bench having jurisdiction over Transferee Company, have vide their order dated February 23, 2021 and February 01, 2021, respectively sanctioned the composite scheme of merger of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited ("Transferor Companiesâ) with the Transferee Company i.e. Minda Industries Limited. The said order of NCLT, Chennai Bench was filed with ROC on March 26, 2021 and order of NCLT, Delhi Bench was filed with ROC on April 01, 2021 and as such the said merger is effective from the date of filing with the ROC.

In terms of the scheme the Company had sent Election Notice to the shareholders of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited to opt either to receive equity shares of the Company or to receive Non-Convertible Redeemable Preference shares of the Company. Election Notice was not sent to the shareholders of Harita Financial Services Limited as the entire shares of Harita Financial Services Limited was held by Harita Limited. The Company has allotted on May 12, 2021 securities to the shareholders of the said companies.

Further in terms of the composite scheme of the amalgamation, Company has sent Election Notice to the shareholders of Harita Seating Systems Limited to opt either to receive equity shares of the Company or to receive Non-Convertible Redeemable Preference shares of the Company. The Election period ends on June 11, 2021. After the end of Election period Company shall allot securities to the shareholders of Harita Seating Systems Limited as per option exercised by them.

iii. Update on Merger of Minda I Connect private Limited

The Board of Directors of your Company had, its meeting held on February 6, 2020, approved the merger of Minda I Connect Private Limited ("Transferor Companyâ or "Minda I Connectâ) with Minda Industries Limited (Transferee Company) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013.

In-principle approval of Stock Exchanges has been received on December, 2020. The said merger is subject to approval of shareholders, creditors, NCLT and other

Minda I Connect is inter alia engaged in telematics business and development of related software, hardware, designing, programming in automotive mobility and information technology segment. Transferor Company Brands - I-Connect and Carot have been established as a leading telematics brand in India (Hardware and software).

Your Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector. The Transferor Company''s products like software, hardware, designing, programming in automotive mobility and information technology segment will synergise well with the product groups of the Company. In consideration for amalgamation the shareholders of the Minda I Connect, shall receive 10 (Ten) fully paid up equity shares of the Company of '' 2 each for every 179 (One Hundred Seventy-Nine) fully paid up equity shares of Minda I Connect of '' 10 each.

The Scheme is available on the website of the Company at https://www.unominda.com/uploads/ Investor/June_2020/scheme-of-amalgamation.pdf

iv. setting up a project for 4Wheel Lighting in Gujarat

Company has proposed to set up a new plant for 4 wheel lighting in Gujarat, by incremental expansion and transfer of existing business (existing product line/small lamp) from Manesar to Gujarat and existing project line (Tail lamp) from Pune to Gujarat. The estimated cost of the project is '' 89.69 Crore. The project is expected to commence in Quarter 4 of 2021-22.

v. Major Expansion in Joint Venture/subsidiary Companies(A) Minda Kyoraku Limited

Minda Kyoraku Limited, a subsidiary of the Company has decided to expand its Blow Moulding plant in Bangalore and to install a paint shop facility therein at an estimated cost of '' 87.29 Crore. The expected SOP is Q1 of 2022-23.

(B) Minda Kosei Aluminum Wheel private Limited

Minda Kosei Aluminum Wheel Private Limited manufactures aluminium alloy wheels mainly for OEMs. It has two plants in India, 1st plant is located in Bawal, Haryana and the 2nd plant in Dekavada, Gujarat.

Minda Kosei has proposed to increase capacity of its Bawal Plant from 1,20,000 wheel per month to 1,80,000 wheel per month at an estimated investment of '' 167 Crore. The expanded production is expected to start from Quarter 4 of 2021-22.

Change in Nature of Business

There is no change in the nature of business of your Company during the year.

Material Changes and Commitments

Except for impact of lockdown due to COVID-19 pandemic, there were no material changes and commitments occurred between the end of the financial year as on March 31, 2021 and the date of this report which affects financial position of the Company.

Employee Stock Option Scheme

Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019 (hereinafter referred to as the "Schemeâ). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme. One option shall entitle the eligible employee to one equity share. The NRC of the Board is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

NRC, on January 28, 2021, has granted 88,325 number of options convertible into equal no. of Equity shares having face value of '' 2 each to the eligible employees of the Company and its Subsidiaries at a price of '' 325 per option. Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014, disclosure with respect to the Scheme of the Company as on March 31, 2021 is enclosed as Annexure-A to this Report. The ESOS 2019 has also been uploaded on the Company''s website at www.unominda.com.

The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (''Employee Benefits Regulations'') and there has been no change to the plan during the financial year.

Issuance of Commercial paper and its Listing

During the year, Company has issued Commercial paper (CP) 4 times to meet its short term funds requirement resulting into the savings in finance cost of the Company.

The following CPs were issued during 2020-21 :-

s. No.	date of allotment	date of maturity	Cp Issue Value	Whether Listed
1	June 19, 2020	September 17, 2020	'' 50 Crores	Listed
2	July 28, 2020	October 26, 2020	'' 25 Crores	Unlisted
3	August 07, 2020	December 05, 2020	'' 25 Crores	Listed
4	March 18, 2021	June 16, 2021	'' 50 Crores	Unlisted

Corporate social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

During the year under review, the CSR policy has been revised as per the Companies (CSR Policy) Amendment Rules, 2021 dated January 22, 2021. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www. unominda.com/investor/ corporate-governance

Conservation of energy, Technology absorption and Foreign Exchange Earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014, is enclosed as annexure-C to the Board''s Report.

Corporate Governance

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as annexure-D to the Board''s Report.

risk Management policy

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company''s website www.

unominda.com. The Company has also laid down the procedures to inform Board members about risk assessment and minimisation procedures.

Regular meeting of the Risk Management Committee are held to review and further improve the risk management systems of the Company. During the year under review, the Committee re-assessed top 10 risks and its mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human Resource Management

This year was full of challenges, we started the year with an outbreak of COVID 19. Our focus shifted primarily to three important areas: Employee safety & wellbeing, Effective Communication and Managing teams & work remotely.

We created special COVID task force teams to take care of employees. We also conducted regular townhalls to boost employee morale and for effective and continued communication

This year we strengthened our focus on organisation processes and systems. We identified all unique roles in the organisation and created task force to rewrite all role descriptors for each such role. To position right person for right job, we conducted virtual assessment center for all Manager and above employees.

To achieve our group goals, we cascaded Organisation goals to KPIs and cascaded KPIs till last level of the organisation. This will help employees to align with organisation goals. We further strengthened our process by relooking and updating our SOPs to align them to internal and external need We also redesigned and further strengthened Human Resource function by crafting a new role of regional hub in all geographies where we have our presence. This makes HR support accessible to all employees.

During this year we became more agile by moving employee data to eHRM module of Success Factors where we have completed our first performance management cycle. eHRM helps Organisation to make quick and right decision on Successional planning and other initiatives related to employee as employee data is now available on a click of button.

At the end of the last quarter when things started coming back to normal, second wave hit us more hard, this is clear indication that focus on employee safety and well-being will remain our key focus for some more time.

particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary.

Vigil Mechanism

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the "Reportersâ of Minda Industries Limited. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable

matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

Directors and Key Managerial Personnel

As on March 31, 2021, there were seven (7) Directors on the Board of your Company, consisting of four (4) Independent Directors, one (1) Non-Executive Director, one (1) Executive Director and one (1) Chairman & Managing Director (CMD). Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2021 are:

i. Mr. Nirmal K. Minda, Chairman and Managing Director,

ii. Ms. Paridhi Minda-Whole-Time Director,

iii. Mr. Sunil Bohra-Chief Financial Officer, and

iv. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance Officer of the Company.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

During the year under review, the tenure of following Independent Directors were extended upon completion of first term:

sr. No.	Name of director	Date of Completion of first term	period of re-appointment for second term
1.	Ms. Pravin	February 05,	February 06, 2021 to
	Tripathi	2021	February 05, 2023
2.	Mr. Krishan	May 15,	May 16, 2021 to
	Kumar Jalan	2021	May 15, 2023

The consent of the members is sought through Postal Ballot by way of special resolution for the re-appointment of Ms. Pravin Tripathi and Mr. Krishan Kumar Jalan as Independent Directors.

Board has appointed Mr. Ravi Mehra as Whole Time Director designated as Deputy Managing Director for a period of three years w.e.f. April 01, 2021 to March 31, 2024. The consent of the members is sought through Postal Ballot for the appointment of Mr. Ravi Mehra as Whole Time Director designated as Deputy Managing Director of the Company.

Declaration by Independent Directors

In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Nirmal Kumar Minda retires by rotation and being eligible, offers himself for re-appointment. The details of Mr. Nirmal K Minda being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

Board Evaluation

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on January 28, 2021 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Nomination and Remuneration Committee (NRC) at its meeting held on January 28, 2021 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organisation.

Familiarisation programme for Board Members

policy on directors'' appointment and remuneration

The Board Diversity Policy read with Nomination and Remuneration Policy aims to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On March 31, 2021, the Board consists of seven members, out of which, two are executive directors, one is non-executive director and remaining four are independent directors. The aforesaid policies of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director

and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company''s website https://www.unominda.com/images/ Corporate_governance/Corporate_Governance_Policies/ Nomination--Remuneration-Policy.pdf. There has been no change in the said policies during the year under review.

Meetings of Board and Audit Committee

During the year, eight (8) Board Meetings and six (6) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings was not exceeding the period prescribed under the Companies Act, 2013.

Committees of the Board

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

d. that they have prepared the annual accounts on a ''going concern basis'';

e. that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

related party Transactions

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, there were no material related party transactions in terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Subsidiaries, Joint Ventures and Associates

The Company has 11 direct subsidiaries, 13 step down subsidiaries, 8 joint ventures and 2 associates as on March 31, 2021 as defined under the Companies Act, 2013. Besides, the Company has control over a partnership firm and significant influence over 3 partnership firm as on March 31, 2021. During the year under review, Minda TG Rubber Private Limited (non-material subsidiary) due to decrease in stake by

I. 10% ceased to be subsidiary of the Company and is now a joint venture Company.

During the year, under review, the Company acquired 30% stake of Tokai Rika Minda India Private Limited (TRMN). TRMN is now an associate Company.

During the year under review, Company raised its stake in Minda Onkyo India Private Limited by '' 13.54 Crore to maintain the shareholding ratio of 50:50 as the JV Partner converted its ECB into equity share equivalent of '' 13.54 Crore.

During the year under review, Company decided to make a further investment upto Euro 2.9 Million in the equity shares of the Global Mazinkert, S.L. an overseas Wholly Owned Subsidiary of the Company.

Your Company diluted its stake in Kosei Minda Aluminum Private Limited by renouncing equity shares offered in Right basis to JV partner namely Kosei International Trade and Investment Company Limited, Japan. The Company decreased

II. 69% stake in Kosei Minda Aluminum Company Private Limited, it continue to be a associate with the stake of 18.31% w.e.f. April 2021.

During the year under review, one (1) step down subsidiary was added namely Minda Korea Limited. Further Delvis GmBH, merged with Minda Germany GmBH, a step down subsidiary of the Company.

with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.unominda.com/ investor/subsidiaries-annual-accounts

Awards and RecognitionGolden Peacock Award in Corporate Governance

During the year Company has won the Golden Peacock Award for excellence in Corporate Governance 2020 from the Institute of Directors, New Delhi. Golden Peacock Awards is instituted by Institute of Directors and is now the most prestigious award for Corporate Excellence worldwide.

CsR Excellence award for Extraordinary Contribution towards CSR

During the year, Company has been awarded "The 5th Institute of Company Secretaries of India (ICSI) CSR Excellence Awardâ for extraordinary contribution towards CSR, under the category of The Best Corporate in the Emerging Category The Institute of Company Secretaries of India (ICSI) National Awards are one of the most prestigious awards, recognising & promoting the culture of good governance and the social responsibility.

Deposits from public

The Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 during the year under review and, as such, no amount of principal or interest was outstanding as on March 31, 2021.

particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

auditors and auditors'' reportStatutory auditors and Statutory auditors report

At the 27th AGM, the Members approved appointment of B S R & Co. LLP, Chartered Accountants (LLP Registration no. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of two years from the conclusion of that AGM till the conclusion of the twenty-ninth AGM. Tenure of existing Statutory Auditors i.e. B S R & Co. LLP, Chartered Accountants, is going to complete at ensuing Annual General Meeting and as per the provisions of Section 139 of the Companies Act, 2013, they are not eligible for further re-appointment as their tenure of 10 years will be completed. Accordingly, the Company is required to appoint a new auditor in place of outgoing auditor.

Board of Director of the Company, upon recommendation of the Audit Committee, has recommended to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm registration No. 301003E/E300005), as the Statutory Auditors in place of the retiring Auditors of the Company for five Years commencing from the conclusion of the ensuing 29th Annual General Meeting scheduled to be held on August 12, 2021 upto the conclusion of 34th Annual General Meeting of the Company to be held in the year 2026 subject to approval by shareholders in ensuing Annual General meeting. The Company has received Certificate from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants stating that the appointment if made will be in accordance with conditions prescribed in rules and the auditor satisfies criteria provided under Section 141 of the Companies Act, 2013.

The Statutory Auditors'' Report for FY 2020-21, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

Cost Accounts and Cost Auditors

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

The Board of Directors upon recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost Auditors for FY 2021-22. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2021-22 is provided in the Notice to the ensuing Annual General Meeting.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900), to conduct secretarial audit for FY 2021-22.

The Secretarial Audit Report for the financial year ended March 31, 2021 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

Further as per the requirement of Regulation 24A of SEBI (LODR) Regulation, 2015 the Secretarial Audit report of the material subsidiaries namely Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited is also attached with the main Secretarial Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) act, 2013

The Company strives to ensure that all employees are treated

with dignity and respect. The Company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality etc.

The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intentâ defined under sexual harassment at the workplace - and Principle of Natural Justice.

The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving an employee or employees is a grave offence and is therefore, punishable. During the year, one complaint was received under the Act and enquiry is conducted by the Internal Complaint Committee and action has been taken.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company''s operations in future.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website on www.unominda.com

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as annexure -H.

Compliance of secretarial standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

suspension of securities of the Company

The securities of the Company have not been suspended from trading in any of the stock exchanges.

Financial Year

The Company follows the financial year commence from April 1 and ends on March 31 of subsequent year.

Report on deviation(s) or variation(s), if any, in the use of amount raised from public.

During the year under review, Company issued securities on the basis of rights issue to its existing shareholders. The monitoring agency report on utilisation of proceeds has been filed with the stock exchanges and there are no deviation or variation in in the use of proceeds from the objects stated in the offer document.

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is enclosed as Annexure-L.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

Details of difference between amount of the Valuation done at the time of one Time settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof

There are no such events occurred during the period from

April 01, 2020 to March 31, 2021, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

Acknowledgements

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them.

For and on behalf of the Board of Directors For Minda Industries Limited

Nirmal K Minda

Place : Gurugram Chairman & Managing Director

Date : June 13, 2021 DIN: 00014942

Mar 31, 2018

To the Members of Minda Industries Limited

The Board of Directors hereby submit the report on business and operations of your Company, along with the audited financial statements, for the financial year ended on 31 March 2018. The standalone and consolidated performance of the Company with its subsidiaries, joint venture and associate companies is summarized below:

Results of our Operation

(All amounts in Indian Rs. Crores, unless otherwise stated)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Sales / Income from Operations	1,903.80	1,804.95	4,548.29	3665.36
Other Income	38.39	24.81	33.35	13.82
Profit Before Tax	172.68	118.57	405.47	211.89
Tax Expense	39.75	24.30	97.69	46.47
Profit before non-controlling interest and share in net profit of associates and joint ventures	135.83	93.96	307.78	165.42
Share in net profit of associates and joint ventures	-	-	23.08	19.73
Non-controlling interest	-	-	20.67	19.98
Profit for the year	135.83	93.96	310.19	165.17
Earnings per share (EPS)
Basic (in Rs.)	15.72	11.83	35.89	20.81
Diluted (in Rs.)	15.67	11.77	35.78	20.72

IND AS implementation

The Company has adopted Ind AS w.e.f. 1 April 2017 with a transition date of 1 April 2016. Accordingly, results for the year ended 31 March 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous period figures have been restated as per Ind AS to make them comparable.

Financial - Standalone

Revenue from operations on a standalone basis increased to Rs.1,903.80 Crores from Rs.1,804.95 Crores in previous year, at a growth rate of 5.48%. The profit before tax was Rs.172.68 Crores as against Rs.118.57 Crores in the previous year. Total comprehensive income was Rs.136.43 Crores as against Rs.93.10 Crores in the previous year.

Financial - Consolidated

Revenue from operations on a consolidated basis increased to Rs.4,548.29 Crores from Rs.3,665.36 Crores in previous year, at a growth rate of 24%. The profit before tax was Rs.405.47 Crores, as against Rs.211.89 Crores in the previous year. Total comprehensive income was Rs.336.17, Crores as against Rs.182Crores in the previous year.

Appropriations

Dividend- Equity Shareholders

The Board in its meeting held on 13 February 2018, declared an interim dividend of Rs.1.20 per equity share. Further, the Board in its Meeting held on 22 May 2018 recommended a Anal dividend of Rs.1.60 per equity share for the Financial Year ended on 31 March 2018, subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 8 August 2018.

The total dividend for 2017-18 aggregates to Rs.2.80 per equity share of the face value of Rs.2 each, as compared to Rs.2.20 per equity share of the face value of Rs.2 each, for 2016-17.

The Anal dividend will be paid to members, whose names appear in the Register of Members as on 12 July 2018.

Transfer to Reserve

The Company has not proposed any amount to be transferred to the General Reserve.

Share Capital

As on 31 March 2018, the paid up equity share capital of the Company was Rs.17.41 Crores.

Qualified Institutional Placement (QIP)

On April 3, 2017, the Company allotted 70,92,125 equity shares of Rs.2 each, to eligible qualified institutional buyers at issue price of Rs.423 per equity share aggregating to Rs.2,999.97 Lacs under QIP.

Employee Stock Option Scheme

In order to motivate, incentivise and reward employees, your Company had introduced Minda Employee Stock Option Scheme-2016 (âESOS 2016â) to provide equity based incentives to the employees of the Company including its Subsidiary Companies.

The above scheme was approved by the shareholders on 11 August 2016. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.

During the year 2017-18, Nomination and Remuneration Committee allotted 6,22,250 equity shares to eligible employees pursuant to exercise of options granted to them. During the year 2017-18, there has been no material change in ESOS-2016.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014, disclosure with respect to the ESOS 2016 Scheme of the Company as on 31 March 2018 is enclosed as Annexure A to this Report and has also been uploaded on the Companyâs website at www.unominda. com.

The stock option scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (âEmployee Benefits Regulationsâ) and there have been no changes to the plan during the financial year.

A certificate from the Statutory Auditors, with respect to the implementation of the Companyâs ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will also be available for inspection at Companyâs registered office.

During the year under review, the Company has niether issued any shares with differential voting rights nor any sweat equity shares.

Deposits

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 during the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Listing

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

Awards and Recognition

During the year, the company and its subsidiaries were felicitated with several awards, including -

1. Switch Division of the Company received Best Delivery Management Award from HMSI

2. Minda D-Ten India Private Limited has received Overall Performance Award & Comprehensive Excellence Award from Maruti Suzuki India Ltd

3. Minda D-Ten India Private Limited has received appreciation certificate for achieving Quality & Delivery targets from Toyota Kirloskar Motors Ltd.

4. Acoustic Division of the Company received Comprehensive Excellence Award - HR from MSIL.

5. Acoustic Division, Pantnagar of the Company won 1st Award in 4th Zonal Quality circle from ACMA

6. Minda TG Rubber Pvt. Ltd. has received High Consistent QualityAward from MSIL.

Dividend Distribution Policy

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend Distribution Policy which is available at Companyâs website i.e. www.unominda.com.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The details of the CSR Policy of the Company are available on our website www.unominda.com The CSR Report is enclosed as Annexure-B to the Boardâs Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is enclosed as Annexure-C.

Corporate Governance

The report on Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure -D.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

The Certificate issued by M/s. Sanjay Grover & Associates, Company Secretary in Practice regarding the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure-E.

Risk Management Policy

The Company has laid down the procedures to inform Board members about risk assessment and minimisation procedures. The Board of Directors of the Company has framed Risk Management Policy which can be assessed on Companyâs website www.unominda.com

The Policy forms part of the internal control and corporate governance process of the Company. The aim of the policy is not to eliminate risks, rather to manage the risks involved in the Company activities.

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to companies policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human Resource Management

The management firmly believes that employeesâ motivation, development and engagement are key aspects of good human resource management. Several forum and communication channels are provided to our employees to share their views and give their feedback. Leadership Development, Competency Assessment, Talent Management, Capability Enhancement and Employee Empowerment continues to be key focus areas.

Particulars of Employees

The ratio of remuneration of each director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - F.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, this report is being sent to the members without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The reportable matters are to be disclosed to Audit Committee. No personnel has been denied access to the Audit Committee.

Directors and Key Managerial Personnel

As on 31 March 2018 there were five (5) Directors on the Board of your company, consisting of three (3) Independent Directors, one (1) Non-Executive Director and a Chairman & Managing Director (CMD). Mr. Nirmal K Minda is on the Board of the Company since 16 September 1992 and was re-appointed as Chairman and Managing Director on March 30, 2018.

On recommendation made by the Board and itâs nomination and remuneration committee at its meeting held on 13 February 2018 the shareholders approved the reappointment of Mr. Nirmal K Minda on March 30, 2018, as Chairman and Managing Director of the Company for a period of five years from 1 April 2018to31 March 2023.

In compliance with Section 149 of the Act, Mr. Satish Sekhri, Mr. Alok Dutta and Ms. Renu Challu are the Independent Directors of the Company. They have submitted the declaration(s) that each of them meets the criteria of independence as provided in Section 149(7) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Ms. Renu Challu is an Independent Woman Director of your Company.

The existing tenure of 5 (five) years of Mr. Alok Dutta and Mr. Satish Sekhri is up to 31 March 2019 and based on recommendation of Nomination and Remuneration Committee, your Directors has proposed that Mr. Alok Dutta and Mr. Satish Sekhri, be reappointed as Independent Directors on the Board of the Company for second term of three years effective from 1 April 2019 till 31 March 2022 subject to the approval of shareholders at ensuing Annual General Meeting.

As on 31 March 2018, Mr. Nirmal K Minda, Chairman & Managing Director; Mr. Sudhir Jain, Group CFO are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

During the year under review, Mr. Nirmal K Minda, CMD of the Company was reappointed for a period of 5 (five) years. Mr. H. C. Dhamija, Vice President-Group Accounts, Legal, Secretarial, Indirect Taxation & Company Secretary was superannuated from the services of the Company w.e.f. 31 March 2018 and Mr. Tarun Kumar Srivastava has been appointed as Company Secretary & Compliance Officer w.e.f. 22 May 2018.

Appointments / Resignations from the Board of Directors

There were no appointments/ resignations from the Board of Directors during the year under review.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Anand Kumar Minda retires by rotation and being eligible, offers himself for re-appointment. The details of the Directors being recommended for re-appointment are included in the accompanying notice of the ensuing Annual General Meeting.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

Familiarisation programme for Board Members

Your Company has in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. Your Company through such programmes familiarises not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events. They are updated on all business related issues and new initiatives. They are also informed of the important policies of your Company including the âCode of Conduct for Directors and Senior Management Personnelâ and the âCode of Conduct for Prevention of Insider Trading.â

Policy on Directorsâ appointment and remuneration

The Policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2018, the Board consists of five members, out of which, one is executive director, one is non-executive director and remaining three are independent directors. The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website www.unominda.com. There has been no change in the policy during the financial year.

Meetings of Board and Audit Committee

During the year Seven (7) Board Meetings and Eight (8) Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings not exceeding within the period prescribed under the Companies Act, 2013.

Committees of the Board

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Boardâs Report.

Directorsâ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31 March 2018, the applicable accounting standards have been followed;

b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Further, the Board had devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Code of Conduct

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Companyâs website www.unominda. com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

Prevention of Insider Trading

The Board has formulated the Code of Practice for Fair Disclosure of Un-published Price Sensitive Information and the Code of Conduct for regulating, monitoring and reporting ofTrading of Shares by Insiders.

The above code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at www.unominda.com.

Transfer of Battery Division & 2W Lighting Division

The shareholders of the company approved:

1. the transfer of Battery Division situated at Pant Nagar, Uttrakhand to its subsidiary namely Minda Storage Batteries Private Limited. The above stated unit has been transferred to Minda Storage Batteries Private Limited as on 1st April, 2017.

2. the transfer of business / assets of two wheeler (2W) lighting division at Rasoi, Sonepat to itâs wholly own subsidiary, Rinder India Private Limited (RIPL). The above stated transaction will be completed by 30 June 2018.

Joint Venture Agreement(s)

During the year under review, the Company has entered into Joint Venture Agreement on April 27, 2017 with Tung Thih Electronic Co. Ltd., Taiwan (TTE), to design, develop and manufacture of Driving Assistance Products and Systems (DAPS) in the shareholding ratio of 50:50.

Related Party Transactions

The related party transactions during the financial year were in the ordinary course of business and on armâs length basis.

Transactions with related parties are disclosed in Notes to the Financial Statements provided in this Annual Report. Since all the Related Party Transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has also adopted the Policy on Related Party Transactions and the same has been uploaded on the website of the Company at www.unominda.com.

Subsidiaries, Joint Ventures and Associates

At the beginning of the year, your Company had 12 direct subsidiaries, 7 step down subsidiaries, 3 joint venture and 5 associates including 2 partnership Arms. During the year under review, 3 subsidiaries and 3 Joint Ventures were added. As on 31 March 2018, your Company has 15 direct subsidiaries, 7 step down subsidiaries and 4 associates including 2 partnership Arms. In addition to this, there are 6 joint venture Companies ason31 March 2018.

During the year, the following investments/ additional investments were made in the following Companies:

Subsidiaries

Name of the Company	Number of Shares	Face value per share	Amount of Investment (Rs. in Crores)
SAM Global Pte Ltd.	306250	$1	13.51
PT Minda Asean Automotive	33405	$10	15.84
Minda TG Rubber Private Limited	1989000	10	1.99
Minda Katolec Electronics Services Private Limited	7685700	10	7.69
M J Casting Limited	1170000	10	1.17
Minda Kosei Aluminum Wheel Pvt. Ltd.	57134000	10	57.13
Mindarika Private Limited	2392400	10	94.88
Minda D-Ten India Private Limited	2544900	10	3.81

Joint Venture

Name of the Company	Number of Shares	Face value per share	Amount of Investment (Rs. in Crores)
Denso Ten Minda India Private Limited	35,525,000	10	22.29
Minda TTE DAPS Private Limited	2990513	10	2.99
Minda Onkyo India Private Ltd.	8250000	10	8.25

Shareholding % in Subsidiaries, Joint Ventures and Associates as on 31 March 2018

Entity	% age of shareholding
Subsidiaries
Minda Distribution and Services Ltd.	100.00
Minda Auto Components Ltd.	100.00
Rinder India Pvt. Ltd.	100.00
Minda Storage Batteries Pvt. Ltd.	100.00
Global Mazinkert S.L.	100.00
MJ Castings Ltd.	100.00
SAM Global Pte Ltd.	100.00
PT Minda Asean Automotive	100.00
Minda Kyoraku Ltd.	71.66
Minda Kosei Aluminum Wheel Pvt. Ltd.	69.99
Minda TG Rubber Pvt. Ltd.	51.00
Minda Katolec Electronics Services Private	51.00
Limited
Mindarika Pvt. Ltd.	51.00
Minda D-Ten India Private Limited	51.00
YAAuto (Partnership Firm)	51.00
Step Down Subsidiaries
Clarton Horn Spain	100.00
Clarton Horn Morocco SARL	100.00
CH Signalakustic GmbH	100.00
Clarton Horn Mexico	100.00
PT Minda Trading	100.00
Minda Industries Vietnam Co. Ltd.	100.00
Light & Systems Technical Center S.L. Spain	100.00
Joint Ventures
Rinder Riduco, S.A.S., Columbia	50.00
Minda Onkyo India Private Ltd.	50.00
Minda TTE DAPS Private Limited	50.00
Minda EMERTechnologies Limited	49.10
Roki Minda Co. Pvt. Ltd.	49.00
DensoTen Minda India Private Limited	49.00
Associates
Yogendra Engineering (Partnership Firm)	48.90
Auto Components (Partnership Firm)	48.90
Kosei Minda Aluminum Co. Pvt. Ltd.	30.00
Minda NexGenTech Ltd.	26.00

During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC- 1 forms part of Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries, Joint Venture Companies and associates and their contribution to the overall performance of the Company.

The Financial Statements of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.unominda.com. These documents will also be available for inspection during business hours at our registered office.

Auditors and Auditorsâ Report

Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants are the Statutory Auditors of the Company. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder.

The Auditorsâ Report does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in the Annual Report.

During the year, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants, as the Cost Auditors for the Financial Year 2018-19.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates , Practising Company Secretaries, to conduct secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31 March 2018 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remarks.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India., form part of this Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe workplace to every individual working in Companyâs premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year, no complaints were received.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Companyâs operations in future.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is enclosed as Annexure-H.

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure -I.

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is available as a separate section in this Annual Report.

Acknowledgements

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them.

For and on behalf of the Board of Directors

For Minda Industries Ltd

Nirmal K. Minda

Place : Gurugram Chairman and Managing Director

Date : 22 May 2018 DIN: 00014942

Mar 31, 2017

To the Members of Minda Industries Limited

The Board of Directors hereby submits the report on business and operation of your Company, along with the audited financial statements, for the financial year ended on 31 March, 2017. The standalone performance of the Company and consolidated with its subsidiaries, joint venture and associate companies is summarized below:

Results of our Operation (RS, in Crores, except per equity share data)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Sales / Income from Operations	1639.45	1468.74	3505.03	2527.34
Other Income	24.81	22.38	13.87	13.97
Profit Before Tax	118.99	98.85	222.45	138.70
Tax Expense	24.17	19.47	48.85	27.74
Profit before minority interest and share in net profit of associate	94.82	79.38	173.60	110.96
Share in net profit of associate	-	-	14.51	11.67
Minority interest	-	-	(20.03)	(11.49)
Profit for the year	94.82	79.38	168.08	111.14

Dividend
Preference shares	0.11	0.11	0.11	0.11
Equity shares
Interim Dividend	9.52	4.76	9.52	4.76
Final Dividend	8.64	6.35	8.64	6.35
Total Dividend	18.16	11.11	18.16	11.11
Dividend Tax	1.94	2.28	1.94	2.28
Earnings per share (EPS)
Basic (in H)	11.94	9.99	21.17	13.99
Diluted (in H)	11.88	9.99	21.08	13.99

Financial - Standalone

Revenue from operations on a standalone basis increased to RS,1639.45 Crores from RS,1468.74 Crores in previous year, at a growth rate of 12%. The profit before tax was RS,118.99 Crores as against RS,98.85 Crores in the previous year. Net profit was RS,94.82 Crores as against RS,79.38 Crores in the previous year.

Financial - Consolidated

Revenue from operations on a consolidated basis increased to RS,3505.03 Crores from RS,2527.34 Crores in previous year, at a growth rate of 39%. The profit before tax was RS,222.45 Crores, as against RS,138.70 Crores in the previous year. Net profit was RS,168.08 Crores, as against RS,111.14 Crores in the previous year.

Appropriations Dividend- Equity Shareholders

The Board in its meeting held on 7 February, 2017, declared an interim dividend of H1.20 per equity share. Further, the Board in its Meeting held on 16 May, 2017 has recommended a final dividend of H1.00 per equity share for the Financial Year ended on 31 March, 2017, subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 29 August, 2017.

The total dividend for 2016-17 aggregates to H2.20 per equity share of the face value of H2 each, as compared to H7 per equity share of the face value of H10 each, for 2015-16.

The total dividend declared (excluding dividend tax) for the current year is RS,18.16 Crore as against RS,11.11 Crore.

The Register of Members and Share Transfer Books will remain closed from Wednesday, 23 August, 2017 to Tuesday, 29 August, 2017 (inclusive of both days) for the purpose of payment of final dividend to the equity shareholders of the company for the year ended on 31 March, 2017.

The dividend will be paid to members, whose names appear in the Register of Members as on 22 August, 2017.

Dividend- Preference Shareholders

The dividend of H0.30 was paid to the Preference Shares of H10 each on 17 February, 2017 on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to RS,0.11 Crore (previous year RS,0.11 Crore) subject to the approval of shareholders as a final dividend.

Transfer to Reserve

The company has not proposed any amount to be transferred to the General Reserve.

Share Capital

As on 31 March, 2017, the paid up equity share capital of the company was RS,15.87 Crores. During the year, 35,00,000 3% Cumulative Redeemable Preference shares of RS,10 each were redeemed on 20 February, 2017 as per the approved terms.

Sub-division of equity Shares

During the year, equity share of the company having face value of H10 (Rupees Ten) each fully paid-up was sub-divided into 5 (Five) Equity Shares, having face value of H2 (Rupees Two) each fully paid up w.e.f. 14 September, 2016 being the âRecord Dateâ.

Qualified Institutional Placement (QIP)

On 3 April, 2017, the Company allotted 70,92,125 equity shares of H2 each, to eligible qualified institutional buyers at issue price of H423 per equity share aggregating to RS,2999.97 Lacs under QIP.

Employee Stock Option Scheme

In order to motivate, incentivize and reward employees, your Company has introduced Minda Employee Stock Option Scheme-2016 (âESOS 2016â) to provide equity based incentives to the employees of the Company including its subsidiary companies.

The above scheme was approved by the shareholders on August 11, 2016. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors. During the year, 9,86,750 options were granted to eligible employees.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014, disclosure with respect to the ESOS 2016 Scheme of the Company as on March 31, 2017 is enclosed as Annexure A to this Report and has also been uploaded on the Companyâs website at www.unominda.com.

A certificate the Statutory Auditors, with respect to the implementation of the Companyâs ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the Company''s registered office.

During the year under review, the Company has not issued any shares with differential voting rights nor sweat equity.

Deposits

The Company has not accepted any fixed deposits under section 73 of the Companies Act, 2013 during the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Listing

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

Awards and Recognition

During the year, the company was facilitated with several awards, including the Development Award won by Switch Division from HMSI and Quality Award won by Lighting and Acoustic Division from Escorts Ltd. In addition to this, Switch Division was awarded with the CII Industrial Innovative Awards as among the â25 most innovative Companyâ.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The details of the CSR Policy of the Company are available on our website www.unominda.com The CSR Report is enclosed as Annexure-B to the Boardâs Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is enclosed as Annexure-C.

Corporate Governance

The report on Corporate Governance together with the Certificate regarding the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure -D.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

Risk Management Policy

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial and its disclosures.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human Resource Management

The management firmly believes that employeesâ motivation, development and engagement are key aspects of good human resource management. Several forum and communication channels are provided to our employees to share their views and give their feedback. Leadership Development Competency Assessment, Talent Management, Capability Enhancement and Employee Empowerment continues to be key areas.

Particulars of Employees

Vigil Mechanism

Directors and Key Managerial Personnel

As on 31 March 2017 there were five (5) Directors on the Board of your company, consisting of three (3) Independent Directors, one (1) Non-Executive Director and a Chairman & Managing Director (CMD). Mr. Nirmal K Minda is on the Board of the Company since 16 September 1992 and was appointed as Chairman and Managing Director on 25 May 2010.

On the recommendation made by the board at its meeting held on 30 March, 2016 the shareholders at its meeting held on 11 August, 2016, approved the re-appointment of Mr. Nirmal K Minda, as Chairman and Managing Director of the Company for a period of two years from 1 April, 2016 to 31 March, 2018.

In compliance with Section 149 of the Act, Mr. Satish Sekhri, Mr. Alok Dutta and Ms. Renu Challu are the Independent Directors of the Company. They have submitted the declaration(s) that each of them meets the criteria of independence as provided in Section 149(7) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Ms. Rent Challu is Independent woman Director of your Company.

Mr. Nirmal K Minda, Chairman & Managing Director; Mr. Sudhir Jain, Group CFO and Mr. H. C. Dhamija, Vice President-Group Accounts, Legal, Secretarial, Indirect Taxation & Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned or appointed during the year except reappointment of Mr. Nirmal K Minda, Chairman and Managing Director of the Company.

Appointments / Resignations from the Board of Directors

The tenure of appointment of Ms. Renu Challu, as an Independent Director on the Board of the Company was upto 18 December, 2016. The shareholders at their meeting held on 11 August, 2016 approved the re-appointment of Ms. Renu Challu for a further period of 2 years

Ms. Renu Challu has given a declaration to the Board that she meets the criteria of independence as provided under section 149(7) of the Act. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules for such an appointment.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Nirmal K Minda retires by rotation and is eligible for re-appointment.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ), the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of no independent directors, performance of the Board as a whole and performance of the chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

Familiarization programme for Board Members

Your Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. Your Company through such programmes familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events. They are updated on all business related issues and new initiatives. They are also informed of the important policies of your Company including the âCode of Conduct for Directors and Senior Management Personnelâ and the âCode of Conduct for Prevention of Insider Trading.â

Policy on Directorsâ appointment and remuneration

The Policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2017, the Board consists of five members, out of which, one is executive director, one is non-executive director and remaining three are independent directors. The policy of the company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website www.unominda.com. There has been no change in the policy since the last financial year.

Meetings of Board and Audit Committee

During the year Seven (7) Board Meetings and Seven (7) Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Committees of the Board

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Boardâs Report.

Directorsâ Responsibility Statement

a) that in the preparation of the annual financial statements for the year ended 31 March, 2017, the applicable accounting standards have been followed;

b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2017 and of the profit of the Company for the year ended on that date;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Code of Conduct

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Companyâs website www.unominda.com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

Prevention of Insider Trading

Transfer of Battery Division

The shareholders of the Company approved the transfer of Battery Division situated at Pant Nagar, Uttrakhand to its Subsidiary namely, Minda Storage Batteries Private Limited.

The above stated unit has been transferred to Minda Storage Batteries Private Limited on 1 April, 2017.

Joint Venture Agreement(s)

During the year, the company has entered into Joint Venture Agreement with Onkyo Corporation, Japan, to design, develop and manufacture of Speaker and Speaker System(s), wherein the shareholding has been agreed at 50:50. The project will be set up at Bawal, Haryana.

The company has also entered into Joint Venture Agreement with Katolec Corporation, Japan to manufacture Printed Circuit Boards (PCB) and Box Build Assemblies, wherein the shareholding has been agreed at 51:49 i.e. 51% shareholding by Minda Industries Limited and 49% shareholding by Katolec Corporation, Japan. The project will be set up at Pune, Maharashtra.

In addition to above, on 27 April, 2017, the Company has entered into Joint Venture Agreement with Tung Thih Electronic Co. Ltd., Taiwan (TTE), to design, develop and manufacture of Driving Assistance Products and Systems (DAPS), wherein the shareholding has been agreed at 50:50.

Related Party Transactions

The related party transactions during the financial year were in the ordinary course of business and on armâs length basis.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Company has also adopted the Policy on Related Party Transactions and the same has been uploaded on the website of the company.

Subsidiaries, Joint Ventures and Associates

At the beginning of the year, your Company has 9 direct subsidiaries, 6 step down subsidiaries, 1 joint venture and 5 associates including 2 partnership firms. During the year under review, 3 subsidiaries,

1 step down subsidiary and 2 Joint Ventures were added. As on 31 March 2017, your Company has 12 direct subsidiaries, 7 step down subsidiaries and 5 associates including 2 partnership firms. In addition to this, there are 3 joint venture Companies as on 31 March 2017.

During the year, the following investments/ additional investments were made in the following Companies:

Subsidiaries

Name of the Company	Number of shares	Face value per share	Amount of Investment Rs, in Crore)
Minda Kosei Aluminum Wheel Private Limited	3,27,32,000	RS,10	32.73
Minda TG Rubber Private Limited	59,27,730	RS,10	5.93
Global Mazinkert, S.L.	21,00,000	Euro 1	15.98
Rinder India Private Limited	84,996	RS,100	39.68
Minda Storage Batteries Private Limited	18,86,00,000	RS,10	9.05

Joint Venture

Name of the	Number of	Face value	Amount of
Company	shares	per share	Investment
			Rs, in Crore)
Roki Minda Co. Private Limited	4,09,24,800	RS,10	43.08

Associates

Name of the Company	Number of shares	Face value per share	Amount of Investment Rs, in Crore)
Kosei Minda	41,78,571	RS,10	4.18
Aluminum
Company Private
Limited

Shareholding % in Subsidiaries, Joint Ventures and Associates as on 31 March 2017

Entity	% age of shareholding
Subsidiaries
Minda Distribution and Services Ltd.	100.00
Minda Auto Components Ltd.	100.00
Rinder India Pvt. Ltd.	100.00
Minda Storage Batteries Pvt. Ltd.	100.00
Global Mazinkert S.L.	100.00
MJ Castings Ltd.	98.00
Minda Kyoraku Ltd.	71.66
Minda Kosei Aluminum Wheel Pvt. Ltd.	69.99
Minda TG Rubber Ltd.	51.00
SAM Global Pte Ltd.	51.00
YA Auto (Partnership Firm)	51.00
PT Minda Asean Automotive	50.68
Step Down Subsidiaries
Clarton Horn Spain	100.00
Clarton Horn Morocco SARL	100.00
CH Signalakustic GmbH	100.00
Clarton Horn Mexico	100.00
PT Minda Trading	100.00
Minda Industries Vietnam Co. Ltd.	100.00
Light & Systems Technical Center S.L. Spain	100.00
Joint Ventures
Rinder Riduco, S.A.S., Columbia	50.00
Minda EMER Technologies Limited	49.10
Roki Minda Co. Pvt. Ltd.	49.00
Associates
Yogendra Engineering (Partnership Firm)	48.90
Auto Components (Partnership Firm)	48.90
Kosei Minda Aluminum Co. Pvt. Ltd.	30.00
Mindarika Pvt. Ltd.	27.08
Minda NexGenTech Ltd.	26.00

During the year, the Board of Directors (âthe Board'') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC- 1 forms part of Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries, Joint Venture Companies and associates and their contribution to the overall performance of the company.

The Financial Statements of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of each of its subsidiaries are available on our website www.unominda.com. These documents will also be available for inspection during business hours at our registered office.

Auditors and Auditorsâ Report Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on

11 August, 2016 to hold office until the conclusion of third consecutive Annual General Meeting, subject to the ratification by the shareholders at next annual general meeting(s). They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM.

The Auditorsâ Report does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in the Annual Report.

During the year, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants, as a Cost Auditors for the Financial Year 2017-18.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates , Practicing Company Secretaries, to conduct secretarial audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31 March, 2017 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remarks.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 as prescribed under the Act, form part of this Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe workplace to every individual working in Companyâs premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year, no complaints were received.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is enclosed as Annexure-H.

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure -I.

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is available as a separate section in this Annual Report.

Acknowledgements

Your Directors thank the various Central and State Government Departments, organizations and agencies for the continued help and co-operation extended by them.

For and on behalf of the Board of Directors

For Minda Industries Ltd.

Nirmal K Minda

Place: Gurgaon (Haryana)

Chairman & Managing Director

Date : 16 May, 2017 DIN: 00014942

Mar 31, 2016

The Board of Directors hereby submit the report on business and operation of your Company, along with the audited financial statements for the financial year ended on 31 March 2016. The consolidated performance of the Company, its subsidiaries, Joint Venture and Associate Companies has been referred to wherever required

Results of Our operations (Rs. In Lacs, except per equity share data)

Standalone Consolidated Particulars 2015-16 2014-15 2015-16 2014-15

Sales / Income from Operations 1,46,874 1,37,585 2,52,733 2,23,208

Other Income 2,238 1,868 1,397 1,699

Profit Before Tax 9,885 6,969 13,871 7,879

Tax expense 1,947 1,649 2,775 1,938

Profit before minority interest 7,938 5,320 11,096 5,941 and share in net profit of associate

Share in net profit of associate - - 1,167 831

Minority interest - - (1,149) 25

Profit for the year 7,938 5,320 11,113 6,797

Surplus opening balance 24,242 20,379 23,155 17,815

Amount Available for appropriation 32,180 25,699 34,268 24,612 Appropriation

Amount transferred to General 300 300 300 300 Reserve

Dividend

Interim 476 397 476 397

Final 645 566 645 566

Total Dividend 1,121 963 1,121 963

Dividend tax 228 194 228 194

Surplus - closing balance 30,531 24,242 32,619 23,155

Earnings per share (EPS) before extra-ordinary items

Basic (in Rs.) 49.96 33.45 69.97 42.76

Diluted (in Rs.) 49.96 33.45 69.97 42.76

EPS after extra-ordinary items

Basic (in Rs.) 49.96 33.45 69.97 42.76

Diluted (in Rs.) 49.96 33.45 69.97 42.76

Financials- Standalone

Revenue from operations on a standalone basis increased to Rs.1,46,874 lacs from Rs.1,37,585 lacs in previous year, at a growth rate of 6.75%. The profit before exceptional Items and tax was Rs.9,885 lacs, as against Rs.6,582 lacs in previous year. Net profit was Rs.7,938 lacs, as against Rs.5,320 lacs in the previous year.

Financials- Consolidated

Revenue from operations on a consolidated basis increased to Rs.2,52,733 lacs from Rs.2,23,208 lacs in previous year, at a growth rate of 13%. The profit before exceptional Items and tax was Rs.13,351 lacs, as against Rs.6,283 lacs in previous year. Net profit was Rs.11,113 lacs, as against Rs.6,797 lacs in the previous year.

Appropriations

Dividend

Equity Shareholders

The Board, in its meeting held on 2 February 2016, declared an interim dividend of Rs.3.00 per equity share. Further, the Board, in its meeting held on 21 May 2016, has recommended a final dividend of Rs.4.00 per equity share for the financial year ended on 31 March 2016 subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 11 August 2016.

The Total dividend for 2015-16 aggregates toRs.7.00 per equity share, as compared to Rs.6.00 per equity share for 2014-15.

The total dividend appropriation (excluding dividend tax) for the current year is Rs.1,111 lacs, as against Rs.952 lacs in the previous year.

The register of members and share transfer books will remain closed from 5 August 2016 to 11 August 2016 (inclusive of both the day) for the purpose of payment of final divided for the shareholders of the Company, for the year ended on 31 March 2016.

The dividend will be paid to members whose names appear in the Register of Members as on 4 August, 2016.

Preference Shareholders

The dividend of Rs.0.30 per 3% Cumulative Redeemable Preference Share of Rs.10.00 each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs.10.50 Lacs was paid to the shareholders on 2 February, 2016, being the settlement date for the purpose (Previous Year Rs.10.50 Lacs) is recommended to be approved and considered as final dividend.

Transfer to Reserve

The Company proposes to transfer amount of Rs.300 Lacs to the General Reserve.

Awards and Recognition

During the year 2015-16, your Company was conferred awards and recognition. The major ones among them are listed as follows:-

- MIL-Switch Division received Excellence in Quality award from Yamaha Motors India Pvt. Ltd.

- MIL-Switch Division recognised for Customized Business Support and Excellent Contribution during HMSI participation in Auto Expo 2016.

- MIL-Acoustic Division, recognised for Best Quality and TPM practices from Bajaj Auto Limited.

- Clarton Horn recognized as one of the fifteen companies that obtained an incentive for its good practices in safety policy.

Share Capital

The paid up Equity Share Capital as on 31 March 2016 was Rs.1,586.54 Lacs. During the year under review, the Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

Fixed Deposits

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Listing

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Particulars of Loan, Guarantees or Investments

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

Corporate Social Responsibility Initiatives

As part of its initiatives under "Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board and monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Details of the CSR policy of the Company is available on our website (https:Zwww.mindagroup.com). The CSR report is appended as Annexure - A to the Board''s Report.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are appended as Annexure - B to the Board''s Report.

Corporate Governance

Corporate governance is about maximizing the value of Shareholders of the company. The goal of Corporate Governance is to ensure fairness for every stakeholders. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Your Board exercises its fiduciary responsibilities in the widest sense of the term.

The Corporate Governance Report is appended as Annexure - C to the Board''s Report.

The certificate on Corporate Governance issued by M/s Sanjay Grover & Associates, Company Secretaries in Practice regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) , read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended as Annexure - D.

Risk Management

The Company has laid down the procedures to inform Board Members about risk assessment and minimization procedures. The Board of Directors of the Company has framed Risk Management Policy which can be accessed on the Company''s website http:/www.mindagroup.com

This policy forms part of the internal control and corporate governance process of the Company. The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal controls and governance process are duly reviewed for their adequacy and effectiveness through regular testing of key controls by independent internal auditors.

Human Resource Management

The management firmly believes that employees'' motivation, development and engagement are key aspects of good human resource management. Several forums and communication channels are provided to our employees to share their views and give their feedback. Leadership development Competency Assessment, Talent Management, continuous capability enhancement and employee empowerment continues to be a key area of strategic focus for the Company.

Particulars of Employees

The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - E.

A statement containing the names of every employee who is employed throughout the year and is in receipt of a remuneration of Rs. 60 lacs per annum or more, and of every employee who is employed part of the year, is in receipt of a remuneration of Rs. 5 lacs per month or more, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act,2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. Your Company has whistle blower policy under which the directors and the employees are free to report violation of the applicable laws and regulations and the code of conduct. The reportable matters are to be disclosed to Audit Committee.

Directors and Key Managerial Personnel

As on 31 March 2016 there were five (5) Directors on the Board of your company, consisting of three (3) Independent Directors, one (1) Non-Executive Director and a Chairman & Managing Director (CMD).

Mr. Nirmal K Minda is on the Board of the Company since 16 September 1992 and was appointed as Chairman and Managing Director on 25 May 2010.

The Board at its meeting held on 30 March 2016 approved the reappointment of Mr. Nirmal K Minda as Chairman and Managing Director of the Company for a period of two years from 1 April 2016 to 31 March 2018 subject to approval of share holders at the ensuing Annual General meeting to be held on 11 August 2016.

In compliance with section 149 of the Act, Mr. Satish Sekhri, Mr. Alok Dutta and Ms. Renu Challu are the Independent Directors of the Company. They have submitted the declaration(s) that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Ms. Renu Challu is Independent woman Director of your Company.

Mr. Nirmal K Minda, Chairman & Managing Director; Mr. Sudhir Jain, Corp Business Head and Group CFO and Mr. H.C. Dhamija, Vice President-Group Accounts, Legal, Secretarial, Indirect Taxes & Co. Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned or appointed during the year under review except reappointment of Mr. Nirmal K Minda, Chairman and Managing Director of the Company.

Appointments / Resignations from the Board of Directors

The tenure of appointment of Ms. Renu Challu, as an Independent Director on the Board of the Company will be expiring on 18 December, 2016. The Board of Directors of your Company at their meeting held on 28 June, 2016 have recommended the re- appointment of Ms. Renu Challu as Independent Director for a period of 2 years.

The notice under section 160 of the Companies Act, 2013 has also been received from a member proposing her candidature.

Ms. Renu Challu has given a declaration to the Board that she meets the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules.

Mr. Rakesh Sony, Non-Executive Director of the Company resigned from the Board with effect from 11 September, 2015.

Mr. Vishal Tulsyan joined on the Board as Additional Director on 3 November, 2015 and resigned with effect from 3 March 2016.

The Board placed its appreciation for the outstanding contributions made by them during their tenure of office.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Memorandum and Articles of Association of the Company, Mr. Anand Kumar Minda retires by rotation and being eligible has offered himself for re-appointment.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Familiarization programme for Board Members

Your Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. Your Company through such programmes familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are updated on all business related issues and new initiatives. They are also informed of the important policies of your Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading''

Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2016, the Board consists of five members, out of which, one is executive, one is non-executive and remaining three are independent directors.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website www.mindagroup.com. There has been no change in the policy since the last financial year.

Meetings of Board and Audit Committee

During the year eight (8) Board Meetings and eight (8) Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Committees of the Board

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5)of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31 March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Code of Conduct

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company''s website www.mindagroup.com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

Prevention of Insider Trading

The Board has formulated the Code of Practice for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders.

The code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company.

Related party transactions

The related party transactions that were entered into during the financial year were in the ordinary course of business and on arm''s length basis. In the following related party transactions, the company has obtained shareholders'' approval through Postal Ballot by way of Ordinary Resolution(s) under Section 186 (2) (c) and 188 (1) (a) & (b) of the Companies Act, 2013:- 1) for investment in 51% equity shares i.e. 17850000 Equity Shares of Rs.10 each fully paid up of Minda TG Rubber Private Limited for a total consideration of Rs.1785 Lacs.

2) for investment in 30% equity shares i.e. 24558800 Equity Shares of Rs.10 each fully paid up of Kosei Minda Aluminium Co. Private Limited for a total consideration of Rs.1227.94 Lacs.

Transactions with related parties are disclosed in Note No. 40 to the Annual Accounts since all the Related Party Transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related party Transaction policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Company has also adopted the Policy on Related Party Transactions and the same has been uploaded on the website of the company.

Subsidiaries, Joint ventures and Associates

At the beginning of the year, your Company has 5 direct subsidiaries, 5 step down subsidiaries, 2 joint venture and 4 associates. During the year under review, your Company has acquired 4 subsidiaries, 2 step down subsidiaries and 1 associate. Further 1 step down subsidiary got liquidated during the year. As on 31 March 2016, your Company has 9 direct subsidiaries, 6 step down subsidiaries and 5 associates. In addition to this, there is 1 joint venture as on 31March 2016.

During the year, investments were made in the following subsidiaries, and associates:

- PT Minda Automotive Asean (PTMA), Indonesia

On 1 July, 2015 your Company acquired another 13% shareholding in PTMA, a manufacturer of Auto components.

- Sam Global Pte Ltd, Singapore

On 1 July, 2015, your Company acquired 51% shareholding in Sam Global pvt. Ltd, a SPV Company, whose Subsidiaries are engaged is manufacturing of auto electrical parts. The step down subsidiary of which is engaged in manufacture.

- M J Castings Limited

In MJ Casting Limited your company was holding 50%. On 1 August, 2015 the Company acquired additional 48% shareholdings in MJ Casting, manufacturer of Die casting products. Now this company has become the subsidiary company. Earlier it was a joint venture company.

- Minda TG Rubber Pvt Ltd

On 30 March 2016 the Company acquired 51% shareholdings in Minda TG Rubber, a manufacturer of brake hose, fuel hose and their components, accessories and fittings.

- Kosei Minda Aluminum Co.Pvt Ltd

On 29 March 2016 the Company acquired 30% shareholding in Kosei Minda, a manufacturer of Alloy Wheels and other accessories / parts for automobile industry.

Summary of Subsidiaries, Joint ventures and Associates:

Entity % Share Holding

Subsidiaries:

Minda Distribution and Services Limited 100.00%

Minda Auto Components Limited 100.00%

Minda Kyoraku Limited 71.66%

MJ Castings Limited 98.00%

Minda Kosei Aluminum Wheel Pvt Ltd 69.99%

Global Mazinkert S.L. 100.00%

PT Minda Asean Automotive 50.68%

SAM Global Pte Ltd 51.00%

Minda TG Rubber Pvt. Ltd. 51.00%

Step Down Subsidiaries:

Clarton Horn Spain 100.00%

Clarton Horn Morocco SARL 100.00%

CH Signalakustic GmbH 100.00%

Clarton Horn Mexico 100.00%

PT Minda Trading 100.00%

Minda Industries Vietnam Company 100.00% Limited

Entity % Share Holding

Joint Venture:

Minda Emer Technologies Limited 49.10% Associates:

Mindarika Pvt Ltd 27.08%

Minda NextGenTech Ltd 26.00%

Kosei Minda Aluminum Co. Pvt. Ltd. 30.00%

Yogendra Engineering 48.90%

Auto Component 48.90%

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC- 1 forms part of annual report. The statement also provides the details of performance and financial position of each of the subsidiaries.

The Financial Statements of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of each of its subsidiaries are available, on our website, www.mindagroup.com. These documents will also be available for inspection during business hours at our registered office.

Acquisition of Spain based Rinder Group

In the month of March 2016 your Company entered into Share Purchase Agreement for global acquisition of Lighting business of Spain based Rinder Group. Rinder Group is engaged in the manufacturing of automotive lamps- Head Lamps, Tail Lamps and Small lamps.

In June, 2016 your Company has completed the acquisition of Rinder India Private Limited India and Light Systems and Technical Center, Spain along with 50% equity holding in Rinder Riducu, Colombia. The Enterprise value for the total deal is Euro ~20Million. Rinder''s brand name & intellectual property rights have also been acquired as part of overall deal.

Rinder India Private Ltd. has three manufacturing plants in India, out of which two plants are located at Pune, Maharashtra and one is located at Bahadurgarh, Haryana.

This acquisition will establish Minda Industries Limited as a technology leader in lighting solutions and will further augment the R&D Capabilities of the company.

Auditors and Auditors'' Report Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 28, 2014 to hold office until the conclusion of 2nd Consecutive Annual General Meeting i.e, till the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed there under. The Audit Committee and the Board of Directors recommends the reappointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Auditors of the Company till the conclusion of 3rd Consecutive Annual General Meeting subject to the ratification by the Shareholders at the Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants, as a Cost Auditors for the financial year 2016-17.

Secretarial Auditors

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretaries, to conduct secretarial audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is appended as Annexure - F. The Secretarial audit report does not contain any qualification, reservation or adverse remarks.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 are form part of this Annual Report.

Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has always believed in providing a safe workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a Robust Policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review, no complaints were received.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is appended as Annexure - G

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is appended as Annexure - H.

Acknowledgements

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

For MINDA INDUSTRIES LTD.

Place: Gurgaon Nirmal K Minda

Date : 28 June 2016 Chairman & Managing Director

Mar 31, 2014

The Directors are pleased to present the 22nd Annual Report and the Company''s Audited Accounts for the financial year ended on 31 March 2014.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31 March 2014 is summarized below:

(In Lacs)

PARTICULARS For the Year For the Year

2013-14 2012-13

Sales/Income from operations 1,10,806 105,629

Other Income 1,271 1,094

Profit Before Tax 3,367 3,851

Provision for Taxation 606 1,089

Minimum Alternate Tax 49 63

Deferred Tax Liability/(Asset) - (332)

Profit after Tax 2,712 3,031

Brought Forward Profit from Previous 18,800 16,664 Year

Profits Available for appropriation 21,512 19,695

APPROPRIATION:

- General Reserve 300 325

- Proposed Dividend on 3% 10.50 10.50 Cumulative Redeemable Preference

Shares

- Proposed Dividend on Equity Shares 476 476

- Corporate Tax on Dividend 83 83

- Balance of Profit carried forward 20643 18,800

FINANCIAL HIGHLIGHTS

The highlights of the Company''s performance are as under:

The revenue from operations for the Financial Year under review were Rs. 110,806 Lacs as against Rs. 105,629 Lacs for the previous year and Profit after tax were Rs. 2,712 Lacs as against Rs. 3,031 Lacs for the previous year.

DIVIDEND

Your Directors are pleased to recommend the following for approval of the Members- 1) Dividend of 30% i.e. amount of Rs. 3 per Equity Share (Previous Year Rs.3 per Equity Share) on the face value of Rs. 10 each on 15,865,356 Equity Shares (Previous Year 15,865,356 Equity Shares), amounting to Rs. 476 Lacs (Previous Year amount was of Rs. 476 Lacs).

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares of Rs. 10 each on 35, 00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10.50 lacs (previous year Rs. 10.50 lacs).

TRANSFER TO RESERVE

The Company proposes to transfer amount of Rs. 300 Lacs to the General Reserve out of amount available for appropriation and an amount of Rs. 20,643 Lacs to be retained in the Statement of Proft and Loss on Standalone basis.

STRATEGIC ACQUISITION

Your company has acquired 100% shares of Global Mazinkert, S.L., Spain (SPV) on 26 March 2013. Subsequently, the SPV has acquired 100% shareholding of Clarton Horn, Spain from PMAn Domestic AG, Germany on 15 April, 2013 for Euro 68.14 lacs (Rs. 5,794.63 lacs).

Clarton Horn S.A., is a leading horn manufacturing company located in La Carolina (Jaen), Spain. It has production capacity of around 20 million horns per year. The Sales volume of last year (ending 31 December 2013) was 12.3 million and Sale value was around Euro 36 million. Clarton has also started production in its Morocco plant in 2013. Clarton Horn is second largest horn supplier worldwide.

It has 7 fully automated assembly lines The Milk run and Kanban systems have been implemented. It has facilities for prototyping and validation capability in-house. The Major supplies are being made to global OEMs e.g. BMW, Volks Wagen, Audi, Daimler, Peugeot, Renault, Nissan, Seat, Opel etc. Clarton''s edge in innovation and technical competence is very well recognized by customers and the Company is now in the process of expanding its global footprint and intends to establish factory in Mexico for addressing the North American market.

Clarton Horn has Sales offices in Germany, France, South Korea, USA and Brazil.

Clarton''s acquisition makes Minda Industries a mojor force in horn manufacturing world wide. This also offered tremendous opportunities of leveraging synergies between two companies by way of Product, Process and Technology assistance, to enhance marketability in the Indian market as well as the use tools, components from India in the Spanish manufacturing unit to achieve cost improvements.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements in accordance with the Accounting Standard AS Â 21 on Subsidiary Companies, AS - 23 on Accounting for Investments in Associates and AS Â 27 on Financial Reporting of Interests in Joint Ventures have been prepared.

SUBSIDARIES

Your Company has 4 subsidiaries and 4 step down subsidiaries

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 during the year. All the fixed deposits have been repaid during the year.

LISTING

The equity shares of the Company are listed with BSE Limited, National Stock Exchange of India Limited and the Delhi Stock Exchange Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DIRECTORS

Pursuant to Section 149 of the Companies Act - 2013, the Board at its meeting held on 24 May, 2014 recommended the appointment of Mr. Alok Dutta and Mr. Satish Sekhri as Independent Director(s) of the Company, for a period of five years, not liable to retire by rotation, from the date of its 22nd Annual General Meeting ,subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and under Clause 49 of the Listing Agreement .

The Board recommends the resolutions for your approval for the above appointments.

Mr. Anand Kumar Minda, Director, retires by rotation and being eligible, has offered himself for re-appointment.

The Board recommends the same for your approval.

During the year Mr. Subhash Lakhotia resigned from the Directorship of the Company with effect from 15 March, 2014. Your Company, wishes to place on record the contribution made by him during his tenure.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was constituted by the Board on May 24, 2014, comprising Mr. Nirmal K. Minda as the Chairman, Mr. Anand Kumar Minda, Mr. Alok Dutta and

Mr. Satish Sekhri, as members, considering requirements of the Companies Act, 2013.

The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring the implementation of the framework of ''Corporate Social Responsibility Policy'' of the Company.

AWARD AND RECOGNITION

During the year, the various divisions of your Company have won following awards and recognitions:- 1. Switch Division received Innovation Award from JCB, UK for the ongoing work on Steer Mode Switch and Media Panel.

2. Switch Division was awarded by HMSI for New Part Development during the year 2013-14.

3. Lighting Division was certified with appreciation by HMSI for achieving the Quality and Delivery Targets for the year 2013-14.

4. Lighting Division Tier Â II Upgradation Shield from MSIL

AUDITOR AND AUDITORS'' REPORT

M/s. B S R & Co. LLP, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have provided the Certificate of their eligibility for re-appointment. As pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. B S R & Co. LLP as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of the 24th Annual General Meeting, subject to ratification of their appointment at the subsequent AGMs.

The auditors in their report have mentioned that the amount deducted/ accrued in the books of accounts in respect of statutory dues have been generally regularly deposited during the year by the company with appropriate authorities ,though there has been a delay in a few cases in respect of Value Added Tax ,With Holding Tax and Service Tax. The management has taken the necessary steps in this regard to avoid such delays in the future.

Further, Auditors have stated that no undisputed amount payable in respect of Provident Fund, ESI, Income Tax, Sales Tax and other material statutory dues were in arrears as at 31 March, 2014, for a period of more than six months from the date they become payable except for CLU charges to Town & Country Planning. The management is of the opinion that as on date there is no confirmed liability & therefore, there is no need for making any provision / payment.

DIRECTORS'' RESPONSIBILITY STATEMENT

With respect to Directors Responsibility Statement and Pursuant to the requirement under Section 217(2AA) of the Companies Act - 1956, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956. There are no material departures from prescribed accounting standards in the adoption of these standards.

2) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the Annual Accounts on a ''going concern'' basis.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Annexure-I and forms part of the Directors'' report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is provided in an Annexure forming part of this Report. The Reports and Accounts are being sent to the Shareholders excluding the aforesaid Annexure in terms of Section 219(1) (b) (iv) of the Act. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report is annexed at Annexure-II.

The requisite certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49, has been covered in the Report on Corporate Governance is annexed at Annexure-III.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, has been incorporated in a separate section forming part of the Annual Report is annexed at Annexure-IV.

HUMAN RESOURCE MANAGEMENT

The management firmly believes that employees motivation, development and engagement are key aspects of good human resource management. Several forum and communication channels are provided to our employees to share their views and give their feedback. Leadership development continues to be a key area of strategic focus for us.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the support extended to the company by Government authorities, bankers, suppliers, customers, and other stakeholders whose continued support has been a source of strength to the Company. The directors also record their appreciation to the employees for their dedication and sense of commitment to the Organisation.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LTD.

(Nirmal K. Minda)

Chairman and Managing Director

Place : Gurgaon

Date : 27 May, 2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report alongwith the Audited Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) PARTICULARS For the Year For the Year 2012-13 2011-12

Sales/Income from operations 105,629 110,540

Other income 1,094 1,600

Profit from operations before Tax 3,851 3,342

Provision for Taxation 1,089 688

Deferred Tax Liability/(Asset) (332) (688)

Profit after Tax 3031 3,342

Brought Forward Profit from 16,664 10,114

Previous Year Amount Transferred from:

Accumulated profits acquired on 4288

Amalgamation

Profits Available for appropriation 19,695 13455

APPROPRIATION:

- General Reserve 325 450

- Dividend paid on converted 5 5

Compulsorily convertible preference shares (class B)

- Tax on Dividend paid 9

- Proposed Dividend on 3% 10.50 10.50

Cumulative Reedemable

Preference Shares

- Proposed Dividend on Equity 476 476 Shares

- Corporate Tax on Dividend 83 79

- Balance of Profit carried 18,800 16,664 forward

DIVIDEND

Your Directors recommend

1) Dividend of 30% i.e. Rs.3 per Equity Share (Previous Year Rs.3 per Equity Share) on the face value of Rs.10 each on 15,865,356 Equity Shares (Previous Year 15,865,356 Equity Shares), amounting to Rs.476 lacs (Previous Year Rs.476 lacs).

2) Dividend of 3% i.e. Rs.0.30 per 3% Cumulative Redeemable Preference Shares of Rs.10 each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs.10.50 lacs (previous year Rs.10.50 lacs).

STRATEGIC ACQUISITION

The Company has acquired the 100% equity of Global Mazinkert S.L. as SPV. In the month of April, 2013, this SPV Company has acquired the entire equity of Clarton Horn S.A.U., Spain. With this Acquisition, your Company has become the World''s second largest manufacturer of automotive horns and this is a step towards Global Foot Print in both OEM and Aftermarket as well as Strong presence in German Automakers VW, BMW and Daimler.

NEW PROJECTS AND EXPANSION

During the year under review Plant at Hosur has started the commercial production of Switches, to cater the needs of OEMs including HMSI and TVS.

Your Company has also set up a unit at Manesar, Gurgaon for the manufacture of Fuel Caps for four wheelers. This would enable utilisation of respective strengths in order to capture the growth in infrastructure development and globally driven markets in India. This is also a step to enter new product line.

AWARD AND RECOGNITION

Several accolades have been conferred upon your Company, in recognition of its performance. A selective list:

1. The Company received Silver Shield for Design & Developments from Maruti Suzuki India Limited in 2013.

2. Lighting Division received Silver Award for Excellence in Overall Performance from Maruti Suzuki India Limited for year 2012-13.

3. SAP Division received SAP ACE Award (An Award for Customer Excellence) for Innovative Use of Technology for Outstanding Business Transformation.

4. Switch Division was awarded the Gold award for Excellence in Quality from India Yamaha Motors Pvt. Ltd

5. Lighting Division was awarded the Supplier Qualification Award for Excellent Results from Volkswagen India.

6. Switch Division was awarded Development Award for Lever Combination Switch Development from JCB India.

7. Switch Division was awarded TPM Excellence Award from JIPM, Japan for achieving company-wide efficiency by adopting extensive TPM processes.

8. Switch Division has received Cost Reduction Award from Suzuki Motorcycle India Pvt. Ltd, Quality Achievement Award from Polaris and the Gold award for Quality from "Quality Circle Forum of India (QCFI)".

FIXED DEPOSITS

No fresh public deposits were accepted by your Company during the year. There are no overdue deposits.

BOARD OF DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. S.K. Arya and Mr. Subhash Lakhotia, Directors of the company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the accompanying Notice of the ensuing Annual General Meeting.

AUDITOR AND AUDITORS'' REPORT

M/s. B S R & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from them to that effect that their appointment, if approved, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956. All observations made in the Auditors'' Report and Notes to the Accounts are self-explanatory and don''t call for any further comments under section 217 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your directors confirm:

1. That in the preparation of the accounts for the financial year ended 31 March, 2013, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any.

2. That they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they had prepared the Annual Accounts on a ''going concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2013, your company has 4 (four) subsidiaries, out of which 1 (one) subsidiary is registered outside India.

A statement pursuant to section 212 of the Companies Act, 1956, pertaining to subsidiaries for the year ended 31 March, 2013 is enclosed.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information required under section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given at Annexure - I.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the company or write to the Company Secretary for a copy.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is given at Annexure - II. Your directors are pleased to report that your company is fully compliant as on 31 March 2013 with the SEBI Guidelines on Corporate Governance. A certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is given at Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is given at Annexure - I V.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the company by Government authorities, bankers, suppliers, customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LTD.

(Anand Kumar Minda) (Satish Sekhri)

Director Director

Place: Gurgaon

Date: 13 August, 2013

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company alongwith the Audited Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

PARTICULARS For the Year For the Year 2011-12 2010-11

Sales/Income from operations 110,540 91,232

Other income 1,600 1,458

Profit from operations before Tax 3,342 4,673

Provision for Taxation 688 806

Deferred Tax Liability/(Asset) (688) 383

Profit after Tax 3,342 3,485

Brought Forward Profit from Previous Year 10,114 5,555

Amount Transferred from :

Accumulated Profits acquired on amalgamation 4288 -

Transferred formers while Minda Autogas Limited, pursuant to scheme of - 2103 amalgamation

Profit Available for appropriation 13,455 10,114

APPROPRIATION:

Dividend paid on converted Compulsorily convertable 55 - preference shares (class B)

- Tax on divident paid 9 -

- General Reserve 450 400

Dividend on 9% Cumulative Redeemable Preference Shares - 22.10

Dividend on 3% Cumulative Compulsorily Convertable Preference Shares - 120.40

Proposed Dividend on 3% Cumulative Redeemable Preference Shares 10.50 10.50

Proposed Dividend on Equity Shares 476 387

Corporate Tax on Dividend 79 88

Balance of Profit Carried Forward 16,664 10,114

FINANCIAL HIGHLIGHTS

The sales/ income from operations for the financial year under review were Rs.110,540 Lacs as against Rs. 91,232 Lacs for the previous year, registering growth of 21.16%.

Minda Autogas Ltd. and Minda Acoustic Ltd. were amalgamated with the Company during 2010-11 and 2011-12 respectively. Therefore, the fi nancial statements include the results of these entities.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2011-12 an amount of Rs. 450 Lacs has been appropriated to General Reserve (last year Rs.400 Lacs).

Dividend

Your Directors recommend

1) Dividend of 30% i.e. Rs. 3/- per Equity Share (previous year Rs. 3/- per equity share) on the face value of Rs. 10/- each on 15,865,356 Equity Shares (previous year 12,910,192 Equity Shares), amounting to Rs. 476 Lacs (Previous Year Rs. 387 Lacs)

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares of Rs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10.50 Lacs (previous year Rs. 10.50 Lacs).

BUSINESS REVIEW AND PRINCIPAL ACTIVITIES

The Company, its subsidiaries, share of jointly controlled entities and associates is an integrated Automotive Manufacturing group with wide range of auto component products including Switches, CNG/LPG kits, Horns, Lightings, Batteries, Blow Moulding Products.

JOINT VENTURE

During the year under review, Minda Kyoraku Ltd, was incorporated by Minda Industries Limited, Kyoraku & Co., Ltd. (Japan) and Nagase & Co., Ltd (Japan).

The running units of the blow moulding division have been hived off to the aforesaid JV Company.

Your Company has invested in the Equity Shares of the said company to the tune of Rs. 31.74 Crores equal to 73.88% holding.

With this tie up, the quality of the blow moulding products will be improved further and the high quality products will be supplied to the customers, which will enhance the image of the group in the OEMs Your Company foresee great business opportunities through this joint venture.

UNO MINDA/ CORPORATE RE-BRANDING

As part of journey towards building a globally recognized brand, achieving industry leadership and taking forward the progressive outlook. Your Company had unveiled re-branding and repositioning of new corporate logo namely UNO MINDA which your Board believes would enhance the mindshare and customer loyalties towards the product offerings of your company.

The new logo in its entirety reflects a combination of Stability with Growth, of Tradition with Forward Thinking, of Continuity with Passion and Energy, and of course, the global orientation of the UNO MINDA.

The UNO MINDA baseline i.e. THINK. INSPIRE. FLOURISH is reflective of the core characteristics of the group.

AWARD AND RECOGNITION

During the year, the Company has won the various awards including the following:-

Sr. Description Name of the Competition Competition No. of the Division organized held in Award by

1 Gold Switch, Pune QCFI August, 2011

2 Gold Switch, Pant Nagar QCFI September, 2011

3 Gold Acoustic, Pant Nagar QCFI October, 2011

4 Gold Switch, Manesar QCFI October, 2011

5 Gold Acoustic, Manesar QCFI October, 2011

6 Gold Lighting, Manesar QCFI October, 2011

7 2nd Prize Lighting, Manesar CII October, 2011

8 1st Prize Switch, Manesar HMSI November, 2011

9 Excellence Switch, Manesar CCQC December, 2011 Award

10 1st Prize Switch, Pune ACMA December, 2011

FIXED DEPOSITS

No fresh fixed deposits were accepted by your Company during the year. There are no overdue deposits of your Company.

AMALGAMATION

The Company, Minda Acoustic Ltd. manufacturing Horns, for automobile sector, has been amalgamated with Minda Industries Ltd. Vide Order dated 25th August, 2011 of the Hon'ble Delhi High Court, having appointed date of April 01, 2010.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Alok Dutta and Mr. Satish Sekhri, Directors of the Company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the Directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

Mr. Vivek Jindal resigned from the directorship from the Board with effect from February 13, 2012. Your company wishes to place on records the contributions made by him during his tenure.

HUMAN RESOURCE

Your Company recognizes that people are its principle assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people. The Company encourages long-term commitment by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes ,in house through Pathshala as well by out side faculties to upgrade the skills of the workforce .

CORPORATE SOCIAL RESPONSIBILITIES

Corporate Social Responsibility (CSR) is the deliberate inclusion of public interest into corporate decision making. CSR is at the core of your Company's vision and mission which is achieved by focusing on the interest of the employees, customers and shareholders of the Company and the society at large.

All the employees of your Company at manufacturing sites undergo regular periodic medical examination.

Safety and environmental performance is integral to the business performance of the Company and has received continuous focus throughout the year. 'Zero accidents' is acceptable standard of safety performance. The Company organizes various trainings including the training on fire fighting and mock drills at regular interval to ensure optimum safety of employees.

Sound environmental health and safety management is an integral part of the Company's business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

During the year 2011-12 Minda Industries Limited continued its affi rmative action plan & corporate social responsibility initiatives in various fields. Your company continues to support Moga Devi Minda Charitable Trust, which interalia operates through:

Minda Bal Gram: provides long term and sustained institutional care to the children in need. The Bal Gram believes in the all round development of the children. In order to fulfi l its objectives and long term goals, the institution provides physical, mental, spiritual, residential educational development and employment opportunities to the children.

Minda Seva Kendra: This project is mainly for the rural development in Haryana. The center was established in April, 2007 in Bagla Village of Hissar District in Haryana.

Under this project, the Trust has adopted the village and is working towards making it an 'Ideal Village'. The Sankranti Program, Samarth Program, Sankalpa Program, Jawala Mai Dham and Minda Seva Sadan are being run through this project.

AUDITORS AND AUDITORS' REPORT

M/s B S R and Company, Chartered Accountants were appointed as Statutory Auditors in the Annual General Meeting of the Company held on August 11, 2011 to hold the position upto this Annual General Meeting. It is stated that M/s B S R Company has submitted their resignation that they will not hold the said position after this Annual General Meeting. Your Board of Directors have proposed to appoint M/s B S R & Co. Chartered Accountants as the Statutory Auditors of the Company in their place to hold office until the conclusion of the next Annual General Meeting of the Company. The Company has received a letter from them to the effect that their appointment, if approved, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

The Statutory Auditors of the Company vide para no.(f) have qualified their report with respect to impairment charges relating to Battery Division of the Company.

In this regard it is stated that the Battery Division of Minda Industries Ltd. was incurring continuous losses and therefore the impairment charge for the Battery division has been provided by the Company.

As per Accounting Standard 28, the carrying amount of the Assets/Cash Generating Unit (CGU) are compared with the recoverable amount and accordingly the impairment charge is arrived at. This recoverable amount is arrived by two methods prescribed in Accounting Standard 28 namely- 1) Net Selling Price 2) Value in use

The valuation of Battery Division as on March 31, 2012 has been carried out by an independent valuer, by applying the above two methods ,as prescribed in Accounting Standard 28 and therefore the management has relied upon the same.

It is further stated that the impairment charge has been adequately provided.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended March 31, 2012, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a 'going concern' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company is having two subsidiaries namely Minda Auto Components Ltd. in which it hold 100% equity and Minda Kyoraku Ltd. where the company is holding 73.88%. In addition to this, the Company is having below mentioned associated companies and Joint Venture Companies, whose results have been consolidated by complying Accounting Standard 23 and 27:- Associated Companies : Minda Autocare Ltd. (now known as Minda Automotive Solutions Limited), Minda NexGenTech Ltd. and Mindarika Pvt. Ltd.

Joint Venture Companies : Minda Emer Technologies Ltd. and M J Casting Ltd.

Partnership Firm : Auto Components and Yogendra Engineering

During April, 2012, the Company has sold its entire investment in Minda Autocare Ltd. (now known as Minda Automotive Solutions Limited).

During April, 2012, the Company, Minda Distribution & Services Ltd. also became subsidiary of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors' report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered offi ce of the company or write to the Company Secretary for a copy.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your Directors are pleased to report that your company is fully compliant as on March 31, 2012 with the SEBI Guidelines on Corporate Governance. A certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the Company by Government authorities, bankers, suppliers, customers, Private Equity Partner, Joint Venture partners and other stakeholders whose continued support has been a source of strength to the Company and also for the continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of

MINDA INDUSTRIES LTD.

Place : Gurgaon, Haryana (NIRMAL K. MINDA)

Date : 19 June 2012 CHAIRMAN & MD

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report alongwith the Audited Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS For the Year For the Year Ended on Ended on March 31, 2011 March 31, 2010

Sales/Income from operations 91,231 59,935

Other income 1,460 106

Cash Operating Profit 8,037 5,762

Profit Before Tax 4,673 3,060

Provision for Taxation 800 650

Deferred Tax Liability/(Asset) 383 123

Short Provision of Income Tax/Wealth Tax 6 Ã

Profit after Tax 3,484 2,287

Brought Forward Profit from Previous Year 5,555 4,084

Profits Available for appropriation 9,039 6,372

APPROPRIATION:

Ã General Reserve 400 400

Ã Proposed Dividend on Preference Shares 153 43

Ã Proposed Dividend on Equity Shares 387 315

Ã Corporate Tax on Dividend 88 59

Ã Balance of Profit carried forward 8,011 5,555

FINANCIAL HIGHLIGHTS

The Financial Statements of 2010-11 includes the results of erstwhile Minda Autogas Ltd. which has been merged with the Company.

The Sales/Income from operations for the Financial Year under review were Rs. 91,231 Lacs as against Rs. 59,935 Lacs for the previous year.

During the year under review the Company carried out trading activities in street lights and LED lantern.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2010-11 an amount of Rs. 400 Lacs has been appropriated to General Reserve (last year Rs. 400 Lacs).

Dividend

Your directors recommend

1) Dividend of 30% i.e. Rs. 3/- per Equity Share (previous year Rs. 3/- per equity Share) on the face value of Rs. 10/- each on 1,29,10,192 Equity Shares (previous year 10,505,064 Equity Shares), amounting to Rs. 387 Lacs (Previous Year Rs. 315 Lacs)

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares ofRs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10,50,000/- (previous year Rs. 1,23,699/- on prorata basis).

3) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Compulsorily Convertible Preference Shares of Rs. 2,187/- each on 1,83,500 3% Cumulative

Compulsorily Convertible Preference Shares, amounting to Rs. 1,20,39,435/- (previous year Rs. 14,18,344/- on prorata basis). These shares have been converted into equity effective from 1st April, 2011 and will be eligible for dividend as per the terms of conversion.

JOINT VENTURE

During the year under review, M J Casting Ltd, was jointly incorporated by Minda Group and JBM Group. The Company will do the die casting business and will cater the day to day demand of the customers namely Honda Motorcycles and Scooters India Ltd. Your Company has invested in the equity shares of the said Company to the tune of Rs. 500 Lacs. Your Company foresee great business opportunities through this joint venture.

During the year under review, the technical license agreement between TYC Brothers, Taiwan and Minda Industries Ltd. has been discontinued by executing termination agreement with effect from November 29, 2010.

PROJECTS

Your Company is under the process of establishing a new project for developing Blow moulded products considering enormous business opportunities in the years to come. The Company has purchased the land at Bawal (Haryana) and the construction on the said land has already been started and it is expected that the commercial production of this plant will take place in 2011 - 12.

DISINVESTMENT IN SHARES

Your Company was holding 1,80,000 Equity Shares of Om Marubeni Logistics Pvt. Ltd. and 4940 Equity Shares in Minda Realty & Infrastructure Ltd. Your Company sold the entire shareholding held in the said companies during the year 2010-11 as the desired result were not achieved by these companies.

LIASION / REPRESENTATIVE OFFICE

Your Company has opened its liaison / representative office in Taiwan. This will help in exploring the prospective customers and sourcing for design and tool development etc. This way the Company foresee the self reliance in the field of manufacturing and developing lighting equipments.

AWARD AND RECOGNITION

During the year, the following awards have been received by the various units of the Company.

1) The "Gold Award" won by the Switch Division, Pune in Pune Divisional Productivity Council competition held in December, 2010.

2) The "Excellent" in TPS and "Distinguished" Award in QC were won by the Switch Division, Pune, in QCFI-NCQC competition held at Vishakhapatnam in December, 2010.

3) Third "Consolation Award" was won by the Blow Moulding Division, Bangalore in CII QC Competition held in November, 2010.

4) "Manufacturing Excellence Award" was won by the Lighting Division from Eicher Group.

5) "Direct on lines Supplies" Award was won by the Lighting Division, Sonepat from the International Tractors Ltd.

6) The "Gold Award" was won by Lighting Division, Manesar in QCFI held in September, 2010.

7) The Vendor Performance - Gold Award" was won by Lighting Division from Maruti Suzuki India Ltd.

8) Second Prize was won by Lighting Division, Pune on QC Circles at the 23rd Regional Convention (CII) held in February, 2011 at Indore.

FIXED DEPOSITS

No fresh deposits were accepted by your Company during the year. There are no overdue deposits of your Company.

AMALGAMATION

The Company, Minda Autogas Ltd. has been amalgamated with Minda Industries Ltd. Vide Delhi High Court Order dated 25th January, 2011 having appointed date of April 01, 2009.

The Amalgamation of Minda Acoustic Ltd. with Minda Industries Ltd. is under process. The Court Convened meetings of the Unsecured Creditors of Minda Acoustic Ltd. and Minda Industries Ltd. and the Shareholders Meeting of Minda Industries Ltd. were held on March 26, 2011. The final hearing date of this amalgamation is fixed for August 24, 2011.

With these amalgamations, the product range of the Company will be increased and will includes Switches, Lightings, Horns, Batteries, Blow Moulded products and CNG/LPG Kits.

REDEMPTION OF 9% CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year under review the Company redeemed 9% Cumulative Redeemable Preference Shares of Rs. 300 Lacs.

CONVERSION OF 3% CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES INTO EQUITY SHARES

The matter relating to conversion (effective from 1st April, 2011) of 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares was approved by the Board on 28th March, 2011. Therefore, against the said conversion 18,35,000 equity shares of Rs. 10/- each with a premium of Rs. 208.70 per shares, have been issued to India Business Excellence Fund I and IL&FS Trust Company Ltd., a Trustee of India Business Excellence Fund I. These shares shall rank pari passu with the existing equity shares of the Company.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Subhash Lakhotia and Mr. S.K. Arya, Directors of the Company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

Mr. Ashok Minda resigned from the directorship from the Board with effect from April 14, 2011. Your Company wishes to place on records the contributions and suggestions made by him during his tenure from time to time.

The designation of Mr. Vivek Jindal was changed from Whole Time Director to Director w.e.f. April 14, 2011.

Mr. Anand Kumar Minda was appointed as Director on the Board of the Company with effect from April 14, 2011. Mr. Anand Kumar Minda is a Science Graduate, having experience of more than 35 years in automobile industry. He has in-depth experience of financial controls and reviews.

HUMAN RESOURCE

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people. The Company encourages long-term commitment to the Company by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes to upgrade the skills of the workforce and also taken the following major initiative to take care of human resources during the year:

Pathshala - The group is having learning Centre "Pathshala", since October, 2008. Pathshala is imparting training to new joinees and also regular training to existing employees.

CORPORATE SOCIAL RESPONSIBILITIES

The Corporate Social Responsibilities (CSR) progress is integral part of Company's business. No growth can happen in isolation and real success and happiness only comes when every one and any one connected to receive equal benefits.

The Company, Minda Industries Limited continues to support Moga Devi Minda Charitable Trust, which inter alia operates through:

Minda Bal Gram: provides long term and sustained institutional care to the children in need. The Bal Gram believes in the all round development of the children. In order to fulfil its objectives and long term goals, the institution provides physical, mental, spiritual, residential educational development and employment opportunities to the children.

Minda Seva Kendra: This project is mainly for the rural development in Haryana. The center was established in April, 2007 in Bagla Village of Hissar District in Haryana. Under this project, the Trust has adopted the village and is working towards making it an ÃIdeal Village'.

The following programmes are being run thrugh this project.

Sankranti Program: It includes the establishment of Computer Learning Program (CLP). Uptil now, 419 students have been registered with the Centre and out of them 261 students have completed their diplomas in various courses.

Samarth Program: This project includes the establishment of Women Empowerment Program (WEP). Total 175 students have been registered with the centre. Out of them, 88 students have completed their diplomas in various courses.

Sankalpa Program: This is a Personality Development Program (PDP). Total 417 students have been registered with the Centre. Personality Development classes are being taken for students every Saturday and English spoken & learning classes are also part of this program.

Jawala Mai Dham: Temple of Goddess Jawala Mai surrounded with green park, where people come to worship. It is a unique in Hissar District. There is twice "Navratra Puja" in a year. It has become a holy place for the people of nearest villages.

Minda Seva Sadan: A glorious building for the functions like marriages, parties etc. for the surrounding village of Hissar (Bagla) has been built.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the shareholding held in Minda Realty & Infrastructure Ltd. (a subsidiary Company) has been transferred. Hence, your Company has now one subsidiary Company namely Minda Auto Components Ltd.

Minda Auto Components Ltd. is engaged in the business of manufacturing of switches for automobiles and is located at Noida, Hosur, Mysore and Nalagarh. Consolidation of results of this subsidiary Company with the holding Company enhance the stakeholders value.

STATUTORY REQUIREMENT

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statements of the Company and all its subsidiaries are required to be prepared. These Financial statements have been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India.

As per section 212(8) of the Companies Act, 1956, the companies are required to attach the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Company. The Ministry of Corporate Affairs, Government of India has issued a circular, allowing the companies about non attaching of subsidiary Balance Sheet etc. provided the Company has to take Board approval. Your Company has taken the approval from the Board for not attaching the financial of the subsidiary Company namely Minda Auto Components Ltd.

The Accounts of the subsidiary will be made available for inspection by any members of the Company at its registered office and also at the registered office of the subsidiary. The accounts of the subsidiary Company and the detailed information will be made available to the members upon receipt of the request from them. The summary of the key financials of the Company's subsidiary is enclosed with this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. R.N. Saraf & Co., Chartered Accountants, were appointed as Statutory Auditor, in the Annual General Meeting of the Company held on December 24, 2010 to hold the position upto this Annual General Meeting. It is stated that M/s. R.N. Saraf & Co. has submitted their resignation that they will not hold the said position after this Annual General Meeting.

Your Board of Directors have proposed to appoint M/s. B S R and Company, Chartered Accountants as the Statutory Auditors of the Company in their place to hold office until the conclusion of the next Annual General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state

of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a Ãgoing concern' basis.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors' report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy.

ENVIRONMENT COMPLIANCE

Safety and environmental performance is integral to the business performance of the Company, and received continued focus throughout the year. ÃZero accidents' is acceptable standard of safety performance. The Company organizes fire fighting training for staff and workers.

Sound environmental heath and safety management is an integral part of the Company's business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your directors are pleased to report that your Company is fully compliant as on March 31, 2011 with the SEBI Guidelines on Corporate Governance. A certificate from M/s. R.N. Saraf & Co., Chartered Accountants confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the Annual Report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the Company by Government Authorities, Bankers, Suppliers, Customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of

MINDA INDUSTRIES LTD.

Place : Gurgaon, Haryana (Nirmal K. Minda) Date : July 15, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report alongwith the Audited Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTICULARS For the Year For the Year Ended on Ended on March 31, 2010 March 31, 2009

Sales/Income from operations 59710 45453

Other income 147 101

Cash Operating Profit 5762 4241

Profit Before Tax 3060 2098

Provision for Taxation (Including Fringe Benefit Tax) 650 575

Deferred Tax Liability/(Asset) 122 6

Profit after Tax 2288 1517

Brought Forward Profit from Previous Year 4084 3306

Profits Available for appropriation 6372 4823

APPROPRIATION:

- General Reserve 400 400

- Proposed Dividend on Preference Shares 42 27

- Proposed Dividend on Equity Shares 315 263

- Corporate Tax on Dividend 59 49

- Balance of Profit carried forward 5555 4084

FINANCIAL HIGHLIGHTS

The Sales/Income from operations for the Financial Year under review were Rs. 59,710 Lacs as against Rs. 45,453 Lacs for the previous year, registering growth of 31.37 %. The Cash Operating Profit has shown a growth of 35.86 %.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2009-10 an amount of Rs. 400 Lacs has been appropriated to General Reserve (last year Rs.400 Lacs).

Dividend

Your directors recommend dividend

1) @ 30% i.e. Rs. 3.00 per Equity Share on the face value of Rs. 10/- each on 1,05,05,064 Equity Shares, amounting to Rs. 3,15,15,192/- (Previous Year Rs. 2.50 per Equity Share)

2) @ 9% i.e. Rs. 0.90 per 9% Cumulative Redeemable Preference Share of Rs. 10/- each on 30,00,000 9%

Cumulative Redeemable Preference Shares, amounting to Rs. 27,00,000/- (Previous Year Rs. 0.90 per Share).

3) @ 3% on prorata basis i.e. Rs. 7.729 per 3% Cumulative Compulsorily Convertible Preference Shares ofRs. 2,187/- each on 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares, amounting to Rs. 14,18,344/-

4) @ 3% on prorata basis i.e. Rs. 0.04 per 3% Cumulative Redeemable Preference Shares of Rs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 1,23,699/-.

JOINT VENTURE

Your Company was holding 17,50,000 Equity Shares of Rs. 10/- each of Valeo Minda Electrical System India Pvt. Ltd. (VMES). As the desired results were not achieved by VMES, hence it was decided to sale off our equity in VMES to the other promoters of VMES. In this regard, an agreement was executed on May 18, 2010.

Your Company is holding 36.85 Lacs Equity Shares of Fiamm Minda Automotive Ltd. In the month of August, 2009, Fiamm S.p.A., the joint venture partners transferred all its equity to Minda Promoters. Subsequently, the name of the said company has been changed from Fiamm Minda Automotive Ltd. to Minda Acoustic Ltd.

AWARD AND RECOGNITION

Your Company has been awarded with TKM Award to Blow Moulding unit at the 11th Annual Supplier Convention of Toyota Kirloskar Motor held in April, 2010.

FIXED DEPOSITS

During the year under review, the Company has accepted the deposits from Public and Shareholders of the Company under Section 58A of the Companies Act, 1956. As on March 31, 2010, there were no overdue deposits of the Company. It has been decided that Company will not accept any fresh deposit w.e.f. May 27, 2010. However, the existing deposits will be repaid as per agreed terms.

INFUSION OF PRIVATE EQUITY

The Company after getting the necessary approval from the shareholders at the Extra Ordinary General Meeting held on February 03, 2010 has:

1) Allotted 1,37,625 3% Cumulative Compulsorily Convertible preference shares of Rs. 2,187 each to India Business Excellence Fund I and 45,875 3% Cumulative Compulsorily Convertible preference shares of Rs. 2,187 each to IL&FS Trust Company Ltd.

2) Allotted 15,00,000 3% Cumulative Redeemable preference shares of Rs.10/- each to Mr. Nirmal K. Minda and 20,00,000 3% Cumulative Redeemable preference shares of Rs.10/- each to Mrs. Suman Minda.

AMALGAMATION

The Board of Directors at their meeting held on February 10, 2010 approved the scheme of amalgamation of Minda Autogas Ltd. (MAGL) with the Company. MAGL is engaged in the manufacturing and sale of CNG/LPG Kits to automobiles. The effective date of amalgamation is April 01, 2009.

As per this scheme, the exchange ratio is 4:10 i.e. for Ten (10) equity shares of MAGL, MIL will allot four (4) number of equity shares.

The Stock Exchanges namely Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd. and Delhi Stock Exchange Ltd., where the shares of the Company are listed have also given their in principle approval to the aforesaid scheme of amalgamation.

The Company has filed first motion application with Delhi High Court on May 21, 2010.

REDEMPTION OF 9% CUMULATIVE REDEEMABLE PREFERENCE SHARES

The Company is having 9% Cumulative Redeemable Preference Shares of Rs. 300 Lacs. These are to be redeemed in 3 (three) equal installments. The Board approved the redemption of all these shares in one go. This will be done in 2010-11 by creating "Capital Redemption Reserve A/c".

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Ashok Minda and Mr. Vivek Jindal, Directors of the company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

During the year, Mr. Alok Dutta has been appointed as Director on the Board of the Company. Mr. Dutta is B.Tech in Mechanical Engineering and Cost Accountant, having experience more than 35 years. He has in-depth experience of Projects Setup, Financial Control, Review and Joint Venture Negotiation. Alongwith the position of Directorship on the Board of the Company, Mr. Dutta is also a Chairman of the Audit Committee of the Company.

During the year, Mr. Rakesh Sony (Nominee of Private Equity Partner) was appointed as Director on the Board of the Company. Mr. Sony is a Chartered Accountant with over a decades experience in financial services. Alongwith the position of Directorship on the Board of the Company, Mr. Sony is also a member of the Audit Committee, Remuneration Committee and Shareholders / Investors Grievance Committee of the Company.

During the year 2009-10, we have lost our two Directors.

- Shri Raja Ram Gupta, who was an active member of the Audit Committee, passed away on December 12, 2009. The Board wish to record the appreciation for his guidance given by him.

- Shri S.L. Minda, Founder Chairman & Director also passed away on April 17, 2010. Board wish to appreciate for his contribution to the Society at large.

HUMAN RESOURCE

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Companys ability to attract and retain quality people. The Company encourages long-term commitment to the company by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes to upgrade the skills of the workforce and also taken the following major initiative to take care of human resources during the year:

Pathshala - A group learning Centre was established in October, 2008. Pathshala will play an important role in helping the group to achieve its vision and mission.

CORPORATE SOCIAL RESPONSIBILITIES

Your company believes, a motivated employee is a key for organizational growth. Management has devised various policies to keep employees motivated and vibrant. Your company is committed to establishing and maintaining a working environment which is free from discrepancies and where all employees and prospective employees are selected, trained and promoted solely on the basis of their skills, experience and behaviors demonstrated. Your Companys policies and practices provides equal employment opportunities and ensure that these opportunities are available to the public as a whole.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has two Subsidiaries: Minda Auto Components Ltd. and Minda Realty & Infrastructure Ltd.

Minda Auto Components Ltd. is engaged in the business of manufacturing/assembling of switches for automobiles and is located at Noida, Manesar, Hosur, Mysore and Nalagarh. Consolidation of results of these subsidiaries with the holding company will enhance the value in terms of top as well as bottom line.

Minda Realty & Infrastructure Ltd. is incorporated for realty business.

STATUTORY REQUIREMENT

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statements of the Company and all its subsidiaries are required to be submitted. The Consolidated Financial statement has been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company has made an application for exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching of the Balance Sheet, Profit and Loss Account and other documents of these Subsidiaries of the Company for the financial year 2009-10.

The approval for exemption has been received from the Central Government, vide their letter no. 47/489/2001-CL- III dated June 07, 2010. The Accounts of the subsidiaries will be made available for inspection by any members of the Company at its registered office and also at the registered office of the concerned subsidiary. The accounts of the subsidiary company and the detailed information will be made available to the member upon receipt of the request from him. The summary of the key financial of the companys subsidiaries is enclosed with this Annual Report.

AUDITORS AND AUDITORS REPORT

M/s. R.N. Saraf & Co., Chartered Accountants, the Statutory Auditors of the Company are proposed to be re-appointed to hold office until the conclusion of the next Annual General Meeting of the Company. The Company has received a letter from them to the effect that their appointment, if approved, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956. There being no reservation, qualification or adverse remark in the Auditors Report, no further explanations is required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the company or write to the Company Secretary for a copy.

ENVIRONMENT COMPLIANCE

Safety and environmental performance is integral to the business performance of the Company, and received continued focus throughout the year. Zero accidents is acceptable standard of safety performance. The Company organizes fire fighting training for staff and workers.

Sound environmental health and safety management is an integral part of the Companys business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your directors are pleased to report that your company is fully compliant as on March 31, 2010 with the SEBI Guidelines on Corporate Governance. A certificate from M/s. R.N. Saraf & Co., Chartered Accountants confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and support extended to the company by Government authorities, bankers, suppliers, customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LIMITED

Place: Gurgaon, Haryana (Nirmal K. Minda)

Date : November 10, 2010 Chairman & MD

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