Notes to Accounts of UNO Minda Ltd.

Mar 31, 2025

2.22 Provisions and contingent liabilities
Provisions

A provision is recognised when the Company has
a present obligation (legal or constructive) as a
result of past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. These estimates are reviewed at each
reporting date and adjusted to reflect the current
best estimates. If the effect of the time value of
money is material, provisions are discounted
using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision
due to the passage of time is recognised as a
finance cost.

Warranty provisions

Provision for warranty-related costs are recognised
when the product is sold or service is provided to
customer. Initial recognition is based on historical
experience. The Company periodically reviews
the adequacy of product warranties and adjust
warranty percentage and warranty provisions
for actual experience, if necessary. The timing of
outflow is expected to be with in one to five years.

Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the
control of the Company or a present obligation
that is not recognised because it is not probable
that an outflow of resources will be required to
settle the obligation. A contingent liability also
arises in extremely rare cases, where there is a
liability that cannot be recognised because it
cannot be measured reliably, the Company does
not recognise a contingent liability but discloses
its existence in the standalone financial statements
unless the probability of outflow of resources is
remote.

Contingent liabilities recognised in a business
combination

A contingent liability recognised in a business
combination is initially measured at its fair value.
Subsequently, it is measured at the higher of the
amount that would be recognised in accordance
with the requirements for provisions above or the
amount initially recognised less, when appropriate,
cumulative amortisation recognised in accordance
with the requirements for revenue recognition.

Provisions, contingent liabilities, contingent assets
and commitments are reviewed at each balance
sheet date.

2.23 Dividend Distributions

The Company recognises a liability to make the
payment of dividend to owners of equity, when
the distribution is authorised and the distribution
is no longer at the discretion of the Company. As
per the corporate laws in India, a distribution is
authorised when it is approved by the shareholders.
A corresponding amount is recognised directly in
other equity.

2.24 Fair value measurement

The Company measures certain financial
instruments at fair value at each balance sheet
date.

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an ordinary
transaction between market participants at the
measurement date. The fair value measurement
is based on the presumption that the transaction
to sell the asset or transfer the liability takes place
either:

(i) In the principal market for asset or liability, or

(ii) In the absence of a principal market, in the
most advantageous market for the asset or
liability.

The principal or the most advantageous market
must be accessible by the Company.

The fair value of an asset or liability is measured
using the assumptions that market participants
would use when pricing the asset or liability,
assuming that market participants act in their
economic best interest.

A fair value measurement of a non- financial asset
takes into account a market participant''s ability to
generate economic benefits by using the asset in

its highest and best use or by selling it to another
market participant that would use the asset in its
highest and best use.

The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is
measured or disclosed in the standalone financial
statements are categorised within the fair value
hierarchy, described as follows, based on the
lowest level input that is significant to the fair
value measurement as a whole:

Level 1- Quoted(unadjusted) market prices in
active markets for identical assets or liabilities

Level 2- Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable

Level 3- Valuation techniques for which the
lowest level input that is significant to the fair
value measurement is unobservable

For assets and liabilities that are recognised in the
standalone financial statements on a recurring
basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re¬
assessing categorisation (based on the lowest level
input that is significant to fair value measurement
as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the
Company has determined classes of assets and
liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of the
fair value hierarchy as explained above.

2.25 Business combination and Goodwill

Business combinations are accounted for using the
acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration
transferred measured at acquisition date fair
value. Acquisition-related costs are expensed in
the periods in which the costs are incurred and
the services are received, with the exception of the
costs of issuing debt or equity securities that are
recognised in accordance with Ind AS 32 and Ind
AS 109.

The Company determines that it has acquired a
business when the acquired set of activities and
assets include an input and a substantive process

that together significantly contribute to the
ability to create outputs. The acquired process is
considered substantive if it is critical to the ability
to continue producing outputs, and the inputs
acquired include an organised workforce with
the necessary skills, knowledge, or experience to
perform that process or it significantly contributes
to the ability to continue producing outputs and is
considered unique or scarce or cannot be replaced
without significant cost, effort, or delay in the
ability to continue producing outputs.

At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are recognised
at their acquisition date fair values. For this
purpose, the liabilities assumed include contingent
liabilities representing present obligation and
they are measured at their acquisition fair values
irrespective of the fact that outflow of resources
embodying economic benefits is not probable.
However, the following assets and liabilities
acquired in a business combination are measured
at the basis indicated below:

(i) Deferred tax assets or liabilities, and the
liabilities or assets related to employee benefit
arrangements are recognised and measured
in accordance with Ind AS 12 Income Tax and
Ind AS 19 Employee Benefits respectively.

(ii) Potential tax effects of temporary differences
and carry forwards tax losses/ unabsorbed
depreciation of an acquiree that exist at the
acquisition date or arise as a result of the
acquisition are accounted in accordance with
Ind AS 12.

(iii) Liabilities or equity instruments related
to share based payment arrangements of
the acquiree or share - based payments
arrangements of the Company entered into to
replace share-based payment arrangements
of the acquiree are measured in accordance
with Ind AS 102 Share-based Payments at the
acquisition date.

(iv) Assets (or disposal groups) that are classified
as held for sale in accordance with Ind AS
105 Non-current Assets Held for Sale and
Discontinued Operations are measured in
accordance with that Standard.

(v) Reacquired rights are measured at a value
determined on the basis of the remaining
contractual term of the related contract. Such
valuation does not consider potential renewal

of the reacquired right.

When the Company acquires a business, it assesses
the financial assets and liabilities assumed for
appropriate classification and designation in
accordance with the contractual terms, economic
circumstances and pertinent conditions as at the
acquisition date. This includes the separation of
embedded derivatives in host contracts by the
acquiree.

If the business combination is achieved in stages,
any previously held equity interest is re-measured
at its acquisition date fair value and any resulting
gain or loss is recognised in the statement of profit
and loss or OCI, as appropriate.

Any contingent consideration to be transferred
by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
classified as an asset or liability that is a financial
instrument and within the scope of Ind AS
109 Financial Instruments, is measured at fair
value with changes in fair value recognised in
statement of profit and loss in accordance with
Ind AS 109. If the contingent consideration is not
within the scope of Ind AS 109, it is measured
in accordance with the appropriate Ind AS and
shall be recognised in statement of profit and
loss. Contingent consideration that is classified as
equity is not re-measured at subsequent reporting
dates and subsequent its settlement is accounted
for within equity.

Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
transferred over the fair value of net identifiable
assets acquired and liabilities assumed. If the fair
value of the net assets acquired is in excess of the
aggregate consideration transferred, the Company
re-assesses whether it has correctly identified all of
the assets acquired and all of the liabilities assumed
and reviews the procedures used to measure
the amounts to be recognised at the acquisition
date. If the reassessment still results in an excess
of the fair value of net assets acquired over the
aggregate consideration transferred, then the
gain is recognised in other comprehensive income
and accumulated in equity as capital reserve.
However, if there is no clear evidence of bargain
purchase, the entity recognises the gain directly
in equity as capital reserve, without routing the
same through other comprehensive income. After
initial recognition, goodwill is measured at cost

less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company''s cash¬
generating units that are expected to benefit from
the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to
those units.

A cash generating unit to which goodwill has
been allocated is tested for impairment annually,
or more frequently when there is an indication
that the unit may be impaired. If the recoverable
amount of the cash generating unit is less than its
carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount
of each asset in the unit. Any impairment loss for
goodwill is recognised in the statement of profit
and loss. An impairment loss recognised for
goodwill is not reversed in subsequent periods.

Where goodwill has been allocated to a cash¬
generating unit and part of the operation within
that unit is disposed off, the goodwill associated
with the disposed operation is included in
the carrying amount of the operation when
determining the gain or loss on disposal. Goodwill
disposed in these circumstances is measured based
on the relative values of the disposed operation and
the portion of the cash-generating unit retained.

If the initial accounting for a business combination
is incomplete by the end of the reporting
period in which the combination occurs, the
Company reports provisional amounts for the
items for which the accounting is incomplete.
Those provisional amounts are adjusted through
goodwill during the measurement period, or
additional assets or liabilities are recognised, to
reflect new information obtained about facts and
circumstances that existed at the acquisition date
that, if known, would have affected the amounts
recognised at that date. These adjustments are
called as measurement period adjustments. The
measurement period does not exceed one year
from the acquisition date.

2.26 Key significant judgments, estimates and
assumptions

The preparation of the standalone financial
statements requires the management to make

judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses,
assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent
liabilities. Uncertainty about these judgements,
assumptions and estimates could result in
outcomes that require a material adjustment
to the carrying amount of the asset or liability
affected in future periods.

a) Company as a lessee

The Company determines the lease term
as the non-cancellable term of the lease,
together with any periods covered by an
option to extend the lease if it is reasonably
certain to be exercised, or any periods covered
by an option to terminate the lease, if it is
reasonably certain not to be exercised.

The Company has several lease contracts that
include extension and termination options.
The Company applies judgement in evaluating
whether it is reasonably certain whether
or not to exercise the option to renew or
terminate the lease. That is, it considers all
relevant factors that create an economic
incentive for it to exercise either the renewal
or termination. After the commencement
date, the Company reassesses the lease
term if there is a significant event or change
in circumstances that is within its control
and affects its ability to exercise or not to
exercise the option to renew or to terminate
(e.g., construction of significant leasehold
improvements or significant customisation to
the leased asset).

b) Company as a lessor

The Company has entered into commercial
property leases on its investment property.
The Company has determined, based on an
evaluation of the terms and conditions of
the arrangements, such as the lease term not
constituting a major part of the economic life
of the commercial property and the present
value of the minimum lease payments not
amounting to substantially all of the fair
value of the commercial property, that it
retains substantially all the risks and rewards
incidental to ownership of these properties
and accounts for the contracts as operating
leases.

c) Defined benefit plans and other long
term incentive plan

The cost of defined benefit plans and leave
encashment is determined using actuarial
valuations. An actuarial valuation involves
making various assumptions which may differ
from actual developments in the future. These
include the determination of the discount
rate, future salary increases, mortality rates.
Due to the complexity of the valuation, the
underlying assumptions and its long-term
nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting
date. In determining the appropriate
discount rate, management considers the
interest rates of long term government bonds
with extrapolated maturity corresponding to
the expected duration of the defined benefit
obligation. The mortality rate is based on
publicly available mortality tables for India.
Future salary increases are based on expected
future inflation rates for India. Further details
about the assumptions used, including a
sensitivity analysis, are given in notes to
financial statements.

d) Fair value measurement of financial
instrument

When the fair value of financial assets and
financial liabilities recorded in the balance
sheet cannot be measured based on quoted
prices in active markets, their fair value
is measured using valuation techniques
including the Discounted Cash Flow (DCF)
model. The inputs to these models are taken
from observable markets where possible,
but where this is not feasible, a degree of
judgment is required in establishing fair
values. Judgments include considerations of
inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about
these factors could affect the reported fair
value of financial instruments.

e) Impairment of financial assets

The impairment provisions of financial assets
are based on assumptions about risk of
default and expected loss rates. the Company
uses judgment in making these assumptions
and selecting the inputs to the impairment
calculation, based on Company''s past history,
existing market conditions as well as forward

looking estimates at the end of each reporting
period.

f) Impairment of non-financial assets

The Company assesses at each reporting date
whether there is an indication that an asset
may be impaired. If any indication exists, or
when annual impairment testing for an asset
is required, the Company estimates the asset''s
recoverable amount. An assets recoverable
amount is the higher of an asset''s CGU''S fair
value less cost of disposal and its value in
use. Where the carrying amount of an asset
or CGU exceeds its recoverable amount, the
asset is considered impaired and is written
down to its recoverable amount.

In assessing value in use, the estimated future
cash flows are estimated based on past trend
and discounted to their present value using
a pre-tax discount rate that reflects current
market assessments of the time value of
money and the risks specific to the asset. In
determining fair value less costs of disposal,
recent market transactions are taken into
account. If no such transactions can be
identified, an appropriate valuation model is
used.

g) Provision for warranty

Provisions for warranties is measured at
discounted present value using pre-tax
discount rate that reflects the current market
assessments of the time value of money and
the risks specific to the liability. Warranty
provisions is determined based on the
historical percentage of warranty expense to
sales for the same types of goods for which
the warranty is currently being determined.
The same percentage to the sales is applied
for the current accounting period to derive
the warranty expense to be accrued. It is very
unlikely that actual warranty claims will exactly
match the historical warranty percentage,
so such estimates are reviewed annually for
any material changes in assumptions and
likelihood of occurrence.

h) Property, plant and equipment,
investment properties and intangible
assets

Property, Plant and Equipment, investment
property, and intangible assets represent
significant portion of the asset base of the

Company. The charge in respect of periodic
depreciation is derived after determining an
estimate of assets expected useful life and
expected value at the end of its useful life. The
useful life and residual value of Company''s
assets are determined by Management at
the time asset is acquired and reviewed
periodically including at the end of each year.
The Company uses its technical expertise
along with historical and industry trends for
determining the economic useful life of an
asset/component of an asset. The useful lives
are reviewed by management periodically and
revised, if appropriate. In case of a revision,
the unamortised amount is charged over the
remaining useful life of the assets.

i) Leases - Estimating the incremental
borrowing rate

The Company uses its incremental borrowing
rate (IBR) to measure lease liabilities. The
IBR is the rate of interest that the Company
would have to pay to borrow over a similar
term, and with a similar security, the funds
necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what
the Company ''would have to pay'', which
requires estimation when no observable rates
are available (such as for subsidiaries that do
not enter into financing transactions) or when
they need to be adjusted to reflect the terms
and conditions of the lease. The Company
estimates the IBR using observable inputs
(such as market interest rates) when available
and is required to make certain entity-specific
estimates.

j) Employee stock option plan

Estimating fair value for employee stock
option transactions requires determination of
the most appropriate valuation model, which
is dependent on the terms and conditions
of the grant. This estimate also requires
determination of the most appropriate
inputs to the valuation model including the
expected life of the share option, volatility
and dividend yield and making assumptions
about them. For the measurement of the
fair value of equity-settled transactions with
employees at the grant date, the Company
uses Monte Carlo Simulation method. The
assumptions used for estimating fair value for

these transactions are disclosed in notes to
account.

k) Litigations

From time to time, the Company is subject
to legal proceedings, the ultimate outcome
of each being always subject to many
uncertainties inherent in litigation. A provision
for litigation is made when it is considered
probable that a payment will be made, and
the amount of the loss can be reasonably
estimated. Significant judgement is made
when evaluating, among other factors, the
probability of unfavourable outcome and the
ability to make a reasonable estimate of the
amount of potential loss. These provisions are
reviewed at the end of each reporting date
and are adjusted to reflect the current best
estimates.

l) Revenue recognition

In determining the transaction price for the
sale of products, the Company considers
the effects of various factors such as price
variation claim to be passed on and/or
recovered to/from the customers based
on various parameters like negotiations,
ongoing discussion, rebates etc. At each
reporting date, the Company evaluates
the amounts of price adjustments due to
or from its customers, based on ongoing
negotiation /contract with customer. The
Company exercises significant judgement /
estimate calculation of price variations claim
to be recorded and are adjusted to reflect the
current best estimates.

2.27 Non-current assets held for sale

The Company classifies non-current assets as held
for sale if their carrying amounts will be recovered
principally through a sale rather than through
continuing use. Such non-current assets classified
as held for sale are measured at the lower of their
carrying amount and fair value less costs to sell .
Any expected loss is recognised immediately in the
statement of profit and loss.

The criteria for held for sale classification is
regarded as met only when the assets is available
for immediate sale in its present condition, subject
only to terms that are usual and customary for
sales of such assets, its sale is highly probable; and
it will genuinely be sold. The Company treats sale

of the asset to be highly probable when:

i) The appropriate level of management is
committed to a plan to sell the asset

ii) An active programme to locate a buyer and
complete the plan has been initiated (if
applicable)

iii) The asset is being actively marketed for sale
at a price that is reasonable in relation to its
current fair value,

iv) The sale is expected to qualify for recognition
as a completed sale within one year from the
date of classification, and

v) Actions required to complete the plan indicate
that it is unlikely that significant changes to
the plan will be made or that the plan will be
withdrawn.

The criteria for held for sale classification is regarded
as met only when the sale is highly probable and
the asset is available for immediate sale in its
present condition and the assets must have actively
marketed for sale at a price that is reasonable in
relation to its current fair value. Actions required
to complete the sale should indicate that it is
unlikely that significant changes to the plan to sale
these assets will be made. Management must be
committed to the sale, which should be expected
to qualify for recognition as a completed sale
within one year from the date of classification.

Property, plant and equipment and intangible
assets once classified as held for sale are not
depreciated or amortised. Assets and liabilities
classified as held for sale are presented separately,
both from current and non-current aseets in the
balance sheet.

2.28 Goods and Services Tax (GST) paid on
acquisition of assets or on incurring income /
expenses

Expenses and assets are recognised net of the
amount of GST, except:

(a) When the tax incurred on a purchase of
assets or services is not recoverable from the
taxation authority, in which case, the tax paid
is recognised as part of the cost of acquisition
of the asset or as part of the expense item, as
applicable;

(b) When receivables and payables are stated
with the amount of tax included

The net amount of tax recoverable from, or payable
to, the taxation authority is included as part of
other current assets/ liabilities in the standalone
balance sheet.

2.29 Events after the reporting period

If the Company reviews information after the
reporting period, but prior to the date of approved
for issue, about conditions that existed at the end
of the reporting period, it assesses whether the
information affects the amounts that it recognises
in its separate financial statements. The Company
adjusts the amounts recognised in its financial
statements to reflect any adjusting events after
the reporting period and updates the disclosures
that relate to those conditions in light of the new
information. For non-adjusting events after the
reporting period, the Company does not change
the amounts recognised in its separate financial
statements but discloses the nature of the non¬
adjusting event and an estimate of its financial
effect, or a statement that such an estimate cannot
be made, if applicable.

2.30 New and amended standards adopted by the
Company

The Ministry of Corporate Affairs has notified
the Companies (Indian Accounting Standards)
Second Amendment Rules, 2024, which amend
Ind AS 116, Leases, with respect to Lease Liability
in a Sale and Leaseback. The amendments had
no impact on the Company''s standalone financial
statements.

2.31 Standards issued but not yet effective

The new and amended standards and
interpretations that are issued, but not yet
effective, up to the date of issuance of the
Company''s standalone financial statements are
disclosed below. The Company will adopt this
new and amended standard, when it become
effective.

Lack of exchangeability - Amendments to
Ind AS 21

On May 9, 2025, MCA notifies the amendments to
Ind AS 21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer
guidance on assessing currency exchangeability
and estimating exchange rates when currencies
are not readily exchangeable. The amendments are
effective for annual periods beginning on or after
April 1, 2025. The amendments are not expected
to have a material impact on the Company''s
standalone financial statements.

Notes:

(a) Refer note 14(A)for property, plant and equipment pledged/ hypothecated as security for borrowing by the Company.

(b) Refer note 29(B) for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(c) Borrowing cost capitalised in case of property, plant and equipment for the year ended 31 March 2025 amounting to
'' 4.96 crores ( 31 March 2024: '' 6.82 crores) and borrowing cost capitalised on property, plant and equipment under
construction for the year ended 31 March 2025 amounting to '' 5.76 crores (31 March 2024: '' 1.81 crores). The rate
used to determine the amount of borrowing costs eligible for capitalisation was 7.83% p.a. (31 March 2024: 7.76%
p.a. - 7.85% p.a.) which is the effective interest rate of the specific borrowing.

(d) The title deeds of immovable properties in the nature of freehold land along-with building thereon included in property,
plant and equipment, leasehold land along-with building theron included under right of use (refer note 6) are not held
in the name of the Company for the below mentioned cases:

(i) Impairment testing of goodwill

For the purpose of impairment testing, goodwill acquired in a business combination amounting to '' 137.57 crores
(31 March 2024: '' 134.41 crores) has been allocated to respective cash generating unit (CGU) i.e. Seating business
of '' 87.43 crores, Controller business of '' 26.75 crores and Alloy wheel four wheeler business of '' 23.39 crores. The
Company has performed an annual impairment test for the current year and previous year as at 31 March 2025 and 31
March 2024 respectively to ascertain the recoverable amount of respective CGU. The recoverable amount is determined
based on ''value in use'' calculation using cash flow projections based on finance budgets approved by management
covering period of 5 years for all CGU''s. Cash flow projection for all CGU''s beyond 5 years time period are extrapolated
using the estimated growth rates which is consistent with forecasts included in industry reports in which CGU''s operates.
Assumption used in the cash flow projection consist of sales growth rate over budget period, gross margin, working
capital movement, net margin, discount rate, growth rate beyond budget period and terminal value. Approach used in
determining key assumptions for impairment testing of CGUs as stated below.

Management has determined above mentioned assemption based on past performance and its expectations of market
development. Sale growth rates used are consistent with the forecasts included in industry reports of respective CGU.
The calculations performed indicate that recoverable amount of these CGUs is greater than the respective carrying value
and there is no impairment. Management has performed a sensitivity analysis with respect to changes in assumptions
for assessment of ''value in use'' of respective CGUs. Based on this analysis, management believes that change in any of
the above assumption would not cause any material possible change in carrying value of these CGUs over and above its
recoverable amount.

(ii) There are no restrictions over the title of the Company''s intangible assets, nor are any intangible assets pledged as
security for liabilities.

(iii) On transition to Ind AS (i.e. 01 April 2016), the Company had elected to continue with the carrying value of all intangible
assets measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.

6. RIGHT OF USE ASSETS AND LEASES LIABILITIES

(i) Right of use assets: The Company''s lease asset primarily consist of :

(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms
between 2 to 30 years.

(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease
terms between 1 to 20 years.

(c) Leasehold land represents land obtained on long term lease from various Government authorities.

The Company''s obligations under its leases are secured by the lessor''s title to the leased assets.

The Company also has certain leases with lease terms of 12 months or less and low value leases. The Company has
applied the ''short-term lease'' recognition exemptions for these leases.

(c) During the current year, the Company has made additional investment in existing joint venture namely "Toyoda Gosei
Uno Minda India Private Limited (formerly known as Toyoda Gosei Minda India Private Limited) amounting to '' 16.97
Crores resulting in increase in the shareholding from 47.93% to 49.90%.

(d) The Board of the directors of the Company in its meeting held on 28 September 2023 has approved the acquisition
of 26% (twenty six percent) stake held by "Westport Fuel System Italia S.R.L” in erstwhile joint venture namely "Minda
Westport Technologies Limited” ("MWTL”) for a consideration of '' 14.81 crores. The said acquisition has been completed
on 18 April 2024 along with acquisition of control over board of directors and MWTL has become a subsidiary of the
Company.

(e) During the current year, the Board of the directors of the Company in its meeting held on 07 August 2024 has approved
the acquisition of 49% (forty nine percent) stake held by "Onkyo Sound Corporation” ("OSC") Japan in erstwhile joint
venture namely "Minda Onkyo India Private Limited” ("MOIPL”) for the consideration of '' 2.53 crores to be acquired in
two phases comprising of 30% acquisition in phase I for the consideration of '' 1.55 crores and 19% acquisition in phase
II for the consideration of '' 0.98 crores. Phase I acquisition has been completed on 24 September 2024 along with
acquisition of control over board of directors and MOIPL has become a subsidiary of the Company. Phase II acquisition
will be done post satisfaction of condition specified in share purchase agreement.

(f) During the current year, the Committee of the Board of the Company at its meeting held on 02 September 2024, has
approved the acquisition of 49% (forty nine percent) stake in Minda Nabtesco Automotive Private Limited ("MNAPL”)
held by "Nabtesco Automotive Corporation" ("NAM") for consideration of '' 1.30 Crores. The said transaction has been
completed on 26 September 2024 and MNAPL has become a associate of the Company.

(g) During the earlier year, the shareholders of joint venture company namely "Minda TTE Daps Private Limited " ("the entity")
at their Extra-Ordinary General Meeting held on 31 March 2023 had approved the voluntary liquidation of the entity
and approved the appointment of liquidator, as per the provisions of Section 59 of Insolvency and Bankruptcy Code,
2016. The entity is under liquidation with effect from 31 March 2023 i.e. liquidation commencement date.

(h) During the previous year, the Company had made additional investment in the existing subsidiaries namely "Uno Minda
Tachi-S Seating Private Limited" amounting to '' 4.03 Crores, "Uno Minda Buehler Motor Private Limited" amounting to
'' 6.04 Crores with proportionate investment by other shareholder and in wholly owned subsidiary company namely
"Global Mazinkert, S.L." amounting to '' 26.11 Crores.

(a) Fixed deposits with original maturity of more than twelve months but remaining maturity of less than twelve months
have been disclosed under "other current financial assets" and fixed deposits with original and remaining maturity of
more than twelve months have been disclosed under "other non-current financial assets"

(b) Bank deposits includes deposits under lien as security amounting to '' 1.00 Crores (31 March 2024: '' 1.47 Crores)

(c) Security deposits includes amount recoverable from related party '' 2.84 crores (31 March 2024: '' 2.57 crores)
(refer note 35).

(d) Others includes amount recoverable by the Company from its related party amounting to '' 3.96 crores (31 March 2024:
'' 2.64 crores) (refer note 35) and amount recoverable by "Transferor Company 3" as at 31 March 2024 from its erstwhile
related party not forming the part of the related party of the Company amounting to '' 10.10 crores.

(a) During the previous year, the Company had retired leasehold land having the net carrying value of '' 5.56 Crores from
active use and classified some of the asset as held for sale and recognised and measured it in accordance with Ind-AS
105 "Non Current Assets Held For Sale and Discontinued Operations” at lower of its carrying amount and fair value less
cost to sell. During the current year the sale has been completed.

(vi) Terms/rights attached to equity shares

The Company has only one class of issued equity shares capital having par value of ''2/- per share (31 March 2024''2/-
per share). Each shareholder is entitled to one vote per share held. The Company declares and pays dividend in Indian
rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets
of the Company after distribution of all preferential assets, in proportion to their shareholding.

(vii) Aggregate number of shares issued as bonus and shares issued for consideration other than cash during the period of
five years immediately preceding the reporting date are as follows:

* Out of the 1,88,84,662 non-convertible redeemable preference shares issued, 1,88,75,002 non-convertible
redeemable preference shares have been redeemed during the financial year 2021-22 and remaining 9,660 non¬
convertible redeemable preference shares have been redeemed during the financial year 2022-23.

Nature and purpose of other reserves

(i) Equity component of other financial instruments

Equity component of the financial instruments is recognised separately within equity and is not available for the
distribution to the shareholders. Equity component is measured at residual amount after deducting the fair value
of financial liability component from the fair value of entre compound financial instrument. The same is recognised
separately within equity.

(ii) Shares pending issuance

Share pending issuance represents the equity shares of transferee company to be issued to non-controlling shareholder
of transferror companies pursuant to scheme of amalgamation approved by NCL.T.

(iii) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(iv) Capital redemption reserve

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities
premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital
redemption reserve. The reserve was created by the Company pursuant to redemption of preference shared in earlier
year and can be utilised in accordance with the provisions of the Companies Act, 2013

(v) Capital reserve

The excess of net assets acquired over the consideration transferred in business acquired in the earlier years is recognised
as capital reserve. Capital reserve is not available for the distribution to the shareholders.

(vi) Capital reserve arising on amalgamation

The excess of net assets acquired over the consideration transferred/ value of investment cancelled in a common control
business combination transaction is recognised as capital reserve arising on amalgamation and presented separately from
other capital reserves. Capital reserve arising on amalgamation is not available for the distribution to the shareholders.

(vii) General reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a
specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a
dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total
dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies
Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been
withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with
the specific requirements of Companies Act, 2013.

(viii) Employee stock options reserve

The employee stock options reserve is used to recognise the grant date fair value of options issued to employees under
Employee stock option plan. The Company transfers the amount from this reserve to security premium account upon
exercise of stock option by employees.

(ix) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit
obligation, net of taxes that will not be reclassified to Statement of Profit and Loss.

(x) Foreign currency translation reserve

The exchange differences arising on translation of foreign operations (branches) are recognised as Foreign currency
translation reserve in other comprehensive income. On disposal of a foreign operation (branches), the component of
other comprehensive income relating to that particular foreign operation (branches) is recognised in Statement of Profit
and Loss.

(xi) Equity instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other
comprehensive income. These changes are accumulated within the Equity instrument through other comprehensive
income reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant
equity securities are derecognised.

(viii) Borrowings contain certain debt covenants relating to security cover, debt to tangible net worth ratio, debt service
coverage ratio, fixed asset coverage ratio, interest coverage ratio, debt to EBITDA ratio, debt to cash accrual ratio
and current ratio. The Company has satisfied all debt covenants prescribed as per the terms of respective loan
agreements.

(ix) The Company has not made any default in the repayment of loan to banks and other financial institutions including
interest thereon.

(x) The term loan and debentures have been used for the purpose for which they were obtained and funds raised for
a short term basis have not been used for long term purposes.

(xi) The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks
and financial institutions during the year on the basis of security of current assets of the Company, however the
quarterly returns/statements filed by the Company with such banks and financial institutions are not in agreement
with the audited books of accounts of the Company and the details are as follows:

(ii) The trade payables are unsecured and non interest-bearing and are usually on varying trade term.

(iii) Trade Payables include due to related parties amounting to '' 248.21 Crores (31 March 2024 : '' 145.46 Crores)
{refer to note 35}

(iv) For terms and conditions with related parties {refer to note 35}.

(v) Trade payable includes unbilled dues amounting to '' 138.66 Crores (31 March 2024: '' 152.50 Crores) included
under "Current but not due" category.

(vi) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED Act) for the year ended 31 March 2025 is given below. This information has been determined
to the extent such parties have been identified on the basis of information available with the Company.

Notes:

(i) Unpaid dividend account does not include any amount payable to Investor Education and Protection Fund which
is due and unpaid.

(ii) Payable to customer against claims" includes claims from a customer in respect of supplies made by the Company,
which were subject matter of product recall by the customer in the previous year. The Company has adequate
insurance coverage against the same. The Company, based on the terms of such insurance policy, partial approval
of claim and ongoing settlement with the customer, continue to believe insurance claim receivable {as disclosed
in note 7(F)} is fully recoverable and no adjustment is required to be made in these standalone financial statement.
During the current year, the Company has also recognised '' 0.84 crores under other expenses (refer note 28).

(iii) Capital creditors includes amount due to related party '' 48.32 crores (31 March 2024: '' 1.90 crores)
{refer note 35}.

(iv) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED Act) for the year ended 31 March 2025 is given below. This information has been determined
to the extent such parties have been identified on the basis of information available with the Company

(f) Effective tax rate has been calculated on profit before tax.

(g) The Company has deductible temporary differences with respect to allowance for impairment in value of investments
amounting to '' 34.97 crores (31 March 2024: '' 34.97 crores ) on which no deferred tax asset has been recognised by
the management due to lack of probability of future capital gain against which such deferred tax assets can be realised.
Further, during the current year, pursuant to business combination of entities under common control, the Company had
carried forward tax losses, unabsorbed deprecation and other temporary differences pertaining to "transferor company
1" amounting to ''116.71 crores as at 31 March 2024 on which no deferred tax assets was recognised by "transferor
company 1" due to lack of probability of future taxable income against which such deferred tax assets could be realised.
These have been utilised by the Company in the current year.

Notes:

(a) Trade Receivable represents the amount of consideration in exchange for goods or services transferred to the customers
that is unconditional.

(b) The Company has entered into the agreement with customers for sales of goods and rendering of services. Contract
liabilities arises in respect of contracts where the Company has obligation to deliver the goods and perform specified
service to a customer for which the Company has received consideration in advance. Contract liabilities are recognised
as revenue when the Company performs obligation under the contract (i.e. transfers control of the related goods or
services to the customer). There is decrease in contract liabilities during the year mainly on account of satisfaction of
performace obligation in respect of amount collected in earlier years.

(c) Contract Liabilities includes balances with related party of '' 0.65 crores (31 March 2024: '' Nil) {refer note 35}.

(d) Unsatisfied performance obligations:

Information about the Company''s performance obligations are summarised below:

Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred
to the customer, generally on delivery of the goods and payment is generally due as per the terms of contract with
customers.

Sales of services: The performance obligation in respect of services is satisfied over a period of time and acceptance of
the customer. In respect of these services, payment is generally due upon completion of service based on time elapsed
and acceptance of the customer.

The transaction price allocated to remaining performance obligation (unsatisfied performance obligation) pertaining to
sales of goods/ services as at 31 March 2025 and expected time to recognise the same as revenue is as follows:

Note: The Company has ongoing disputes with various judicial forums relating to tax treatment of certain items
in respect of income tax, excise, sales tax, VAT, service tax and GST. The Company is contesting these demands
and the management believes that our position will likely to be upheld in the appellate process and accordingly no
provision is required to be accrued in these standalone financial statements with respect to these demands raised.
The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on
the Company''s financial position and results of operations.

(iii) During the previous year, the Company had received show cause notice from GST authority in respect of
classification of certain product in HSN code 8714.10 instead of 9401.20. The Company had paid the said liability
under protest to the GST authority and recovered the same from customer. Further during the current year, the
Company has received show cause notices and demand notices from GST department in respect of certain years,
while demand notices have been set aside subsequent to reporting date. Based on development in the current
year and based on independent legal opinion obtained, the Company is strongly of the view that it has good case
on merits and chances of liability being materialised is possible, hence no provision is required to be considered

in these standalone financial statements. The Company has made the assessment of contingent liability towards
interest amounting '' 81.55 crores (31 March 2024: '' 79.37 crores) and towards indemnity provided to the
customer amounting '' 162.09 crores (31 March 2024: '' 162.09 crores).

(c) Corporate guarantees given by the Company and outstanding as at 31 March 2025 amounting to '' 131.48 crores
(31 March 2024: '' 130.73 crores) in respect of loans taken by subsidiary company namely UNO Minda Europe
GmbH. Further, the Company has given ''letter of comfort'' to bank in respect of loan taken by subsidiary company
namely UNO Minda Europe GmbH amounting to '' Nil (31 March 2024: '' 20.80 crores), subsidiary company
namely "Clarton Horn S.A.U, Spain" amounting to '' Nil (31 March 2024: '' 26.60 crores) and subsidiary company
namely PT Minda Asean Automotive amounting to '' Nil (31 March 2024: '' 16.36 crores). The Company has
appropriately accounted for corporate guarantees in accordance with "Ind AS - 109, Financial instruments".

(d) The Hon''ble Supreme Court of India ("SC”) by their order dated 28 February 2019, set out the principles based
on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes
of computation of Provident Fund contribution. Subsequently, a review petition against this decision is pending
before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including
estimating the amount retrospectively. Pending the outcome of the review petition and directions from the EPFO,
the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect is required to
be provided for in the standalone financial statements.

(b) Other commitments

(i) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion
Capital Goods Scheme (EPCG)” amounting to '' 54.55 crores (31 March 2024: '' 45.14 crores). As per the
EPCG terms and conditions, Company needs to export '' 327.30 crores (31 March 2024: '' 257.54 crores)
i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. The Company
expect to fulfil the export obligation in due course of time.

(ii) The Company has given support letter to its subsidiary c

---

Mar 31, 2024

2.22 Provisions and Contingent Liabilities Provisions

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Warranty Provisions

Provision for warranty-related costs are recognised when the product is sold or service is provided to customer. Initial recognition is based on historical experience. the

Company periodically reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual experience, if necessary. The timing of outflow is expected to be with in one to five years.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognised because it cannot be measured reliably, the Company does not recognise a contingent liability but discloses its existence in the financial statements unless the probability of outflow of resources is remote.

Contingent liabilities recognised in a business combination

A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of the amount that would be recognised in accordance with the requirements for provisions above or the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the requirements for revenue recognition.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

2.23 Dividend Distributions

The Company recognises a liability to make the payment of dividend to owners of equity, when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.24 Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non- financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1- Quoted(unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.25 Business combination

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value. Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received, with the exception of the costs of issuing debt or equity

securities that are recognised in accordance with Ind AS 32 and Ind AS 109.

The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:

(i) Deferred tax assets or liabilities, and the liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with Ind AS 1 2 Income Tax and Ind AS 1 9 Employee Benefits respectively.

(ii) Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12.

(iii) Liabilities or equity instruments related to share based payment arrangements of the acquiree or share - based payments arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date.

(iv) Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

(v) Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right

When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss in accordance with Ind AS 109. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS and shall be recognised in profit or loss. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair value of net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through other comprehensive income. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company''s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more

frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.

2.26 Key accounting judgments, estimates and assumptions

The preparation of the standalone financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these judgements, assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

a) Company as a lessee

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).

b) Company as a lessor

The Company has entered into commercial property leases on its investment property. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial property, that it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for the contracts as operating leases.

c) Defined benefit plans and other long term incentive plan

The cost of defined benefit plans and leave encashment is determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of long term government bonds with extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for India. Future salary increases are based on expected future inflation rates for India. Further details about the assumptions used, including a

sensitivity analysis, are given in notes to financial statements.

d) Fair value measurement of financial instrument

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

e) Impairment of financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. the Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history ,existing market conditions as well as forward looking estimates at the end of each reporting period.

f) Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An assets recoverable amount is the higher of an asset''s CGU''S fair value less cost of disposal and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use , the estimated future cash flows are estimated based on past trend and discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

g) Provision for warranty

Provisions for warranties is measured at discounted present value using pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. Warranty provisions is determined based on the historical percentage of warranty expense to sales for the same types of goods for which the warranty is currently being determined. The same percentage to the sales is applied for the current accounting period to derive the warranty expense to be accrued. It is very unlikely that actual warranty claims will exactly match the historical warranty percentage, so such estimates are reviewed annually for any material changes in assumptions and likelihood of occurrence.

h) Provision for expected credit losses (ECL) of trade receivables

The Company uses a provision matrix to calculate ECLs for trade receivables . The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance). The provision matrix is initially based on the Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forwardlooking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also not be representative of customer''s actual default in the future. The information about the ECLs on the Company''s trade receivables and contract assets is disclosed in Notes

i) Property, Plant and Equipment, investment properties and intangible assets

Property, Plant and Equipment, investment property, and intangible assets represent significant portion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of assets expected useful

life and expected value at the end of its useful life. The useful life and residual value of Company''s assets are determined by Management at the time asset is acquired and reviewed periodically including at the end of each year. The Company uses its technical expertise along with historical and industry trends for determining the economic useful life of an asset/component of an asset. The useful lives are reviewed by management periodically and revised, if appropriate. In case of a revision, the unamortised amount is charged over the remaining useful life of the assets

j) Leases - Estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay'', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

k) Employee stock option plan:

Estimating fair value for employee stock option transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses Monte Carlo Simulation method. The assumptions used for estimating fair value for these transactions are disclosed notes to financial statements.

2.27 Non-current assets held for sale

The Company classifies non-current assets as held for

sale if their carrying amounts will be recovered principally

through a sale rather than through continuing use. Such non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell . Any expected loss is recognised immediately in the statement of profit and loss.

The criteria for held for sale classification is regarded as met only when the assets is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, its sale is highly probable; and it will genuinely be sold. The Company treats sale of the asset to be highly probable when:

i) The appropriate level of management is committed to a plan to sell the asset

ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable)

iii) The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification , and

v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition and the assets must have actively marketed for sale at a price that is reasonable in relation to its current fair value. Actions required to complete the sale should indicate that it is unlikely that significant changes to the plan to sale these assets will be made. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet.

2.28 New and amended standards adopted by the Company

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March 2023 to amend the following Ind AS which are effective for annual periods beginning on or after 1 April 2023. The Company applied for the firsttime these amendments.

(i) Definition of Accounting Estimates -

Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

The amendments had no impact on the Company''s standalone financial statements.

(ii) Disclosure of Accounting Policies -

Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

The amendments have had an impact on the Company''s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company''s financial statements.

(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction -Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases.

The Company has previously recognised for deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use asset separately, hence there is no impact of the amendment on the Company''s standalone financial statement.

Apart from these, consequential amendments and editorials have been made to other Ind AS like Ind AS 101, Ind AS 102, Ind AS 103, Ind AS 107, Ind AS 109, Ind AS 115 and Ind AS 34, however there is no impact of these amendments on the Company''s standalone financial statement.

2.29 Standards issued but not effective

There are no standards that are notified and not yet effective as on the date.

(i) Impairment testing of goodwill

For the purpose of impairment testing, goodwill acquired in a business combination amounting to '' 110.67 crores (March 31, 2023: '' 84.06 crores) has been allocated to a respective cash generating unit (CGU). The Company has performed an annual impairment test for the current year and previous year as at March 31, 2024 and March 31, 2023 respectively to ascertain the recoverable amount of respective CGU. The recoverable amount is determined based on ''value in use'' calculation model. These calculations uses management assumptions and pre-tax cash flow projections based on finance budgets approved by management covering generally over a period of 5 years. Cash flow projection beyond 5 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to the industry in which CGU operates. Management has determined following assumptions for impairment testing of CGUs as stated below.

NOTE 6 | RIGHT OF USE ASSETS AND LEASES LIABILITIES (i) Right of use assets: The Company''s lease asset primarily consist of :

(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms between 2 to 30 years.

(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease terms between 1 to 15 years.

(c) Leasehold land represents land obtained on long term lease from various Government authorities.

The Company''s obligations under its leases are secured by the lessor''s title to the leased assets

The Company also has certain leases with lease terms of 12 months or less. The Company has applied the ''short-term lease'' recognition exemptions for these leases.

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings

Retained earnings are the profits that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

(iii) Share option outstanding account

The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan. The Company transfers the amount from this reserve to security premium account upon exercise of stock option by employees. In case of forfeiture, the Company transfer the amount from this reserve to retained earning.

(iv) General Reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

(v) Capital redemption reserve

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve was created by the Company pursuant to redemption of preference shared in earlier year and can be utilised in accordance with the provisions of Section 69 of the Companies Act, 2013

(vi) Capital reserves arising on amalgamation

The excess of net assets acquired over the consideration transferred/ value of investment cancelled in a common control business combination transaction is recognised as capital reserve arising on amalgamation and presented separately from other capital reserves. Capital reserve arising on amalgamation is not available for the distribution to the shareholders.

(vii) Capital reserve

The excess of net assets acquired over the consideration transferred in business acquired in the earlier years is recognised as capital reserve. Capital reserve is not available for the distribution to the shareholders.

(viii) Equity instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through other comprehensive income reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(ix) Equity component of other financial instruments

Equity component of the financial instruments is recognised separately within equity and is not available for the distribution to the shareholders. Equity component is measured at residual amount after deducting the fair value of financial liability component from the fair value of entre compound financial instrument. The same is recognised separately within equity.

NOTE 33 | EMPLOYEE BENEFIT OBLIGATIONS

Disclosures pursuant to Ind AS - 19 "Employee Benefits" (notified under the section 133 of the Companies Act 2013 (the Act) read

with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the

Act) are given below :

(A) Defined benefit plan

The Company operates following defined benefit obligations:

(a) Gratuity: The employees'' Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust which maintains its investments with Life Insurance Corporation of India (LIC). The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service usually gets a gratuity on departure 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(b) Pension : The Company operates a defined benefit pension plan for its eligible employees which entitles the eligible employees certain benefit in form of guaranteed pension payable for life. During the previous year, the amount has become payable to the employee, hence the same has been recognised as "Payable to employee" under other current financial liability with the corresponding transfer from the pension defined benefit plan.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plan:-

(xiii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(xiv) The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period while holding all other assumptions constraint. In practice it is unlikely to occur and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

(xv) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.

(xvi) The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(xvii) 0.00 represents the amount below '' 50,000

NOTE 34 | SHARE BASED PAYMENTS UNO Minda Employee Stock Option Scheme - 2019

The shareholders of the Company had approved the UNO Minda Employee Stock Option Scheme - 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated 25 March 2019. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its group companies.

This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.

Tranche-I: During the earlier year, the nomination and remuneration committee of the Board of directors of the Company approved and granted 10,12,259 number of options vide their meeting held on May 16, 2019, 88,325 number of options vide their meeting held on January 28, 2021 and 1,62,340 number of options vide their meeting held on June 13, 2021 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving market capitalisation of '' 27,000 crores, which was subsequently modified to '' 24,000 crores in FY 2021-22 on or before vesting date i.e. May 31, 2022.

Tranche-II: The nomination and remuneration committee of the Board of directors of the Company approved and granted 30,44,832 number of options vide their meeting held on 08 August 2022, 3,72,400 number of options vide their meeting held on 09 August 2023 and 61,600 number of options vide their meeting held on 07 November 2023 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving market capitalisation of '' 60,000 crores on or before the vesting date i.e. 30 May 2025. Each option is convertible into one equity share.

The Company being the active supplier for the automobile industry is exposed to various market risk, credit risk and liquidity risk. The Company has global presence and has decentralised management structure. The regulations, instructions, implementation rules and in particular, the regular communication throughout the organisation and management forms the basis of risk management system used to define, record and minimise operating, financial and strategic risks.

The Company has set up a risk management committee (RMC) which comprise of group chief finance officer and three directors of which two are independent directors. RMC periodically reviews operating, financial and strategic risk in the business and their mitigating factors. RMC has formulated a risk management policy for the Company which outlines the risk management framework to help minimise the impact of uncertainty. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risk associated with the business. This process provides assurance that the Company''s financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective. The Company''s financial risk management is an integral part of how to plan and execute its business strategies. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans deposits, and investments, and foreign currency receivables, payables and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 31 March 2024 and 31 March 2023.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company also have operations in international market due to which the Company is also exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the movement in foreign currency exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates also relates to the Company''s operating activities (when revenue or expense is denominated in foreign currency). The Company manages its foreign currency risk partly by taking forward exchange contract for transactions of sales and purchases and partly balanced by purchasing of goods/services from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(iii) Commodity price risks

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to Original Equipment Manufacturer (OEM''s) whereby there is a regular negotiation / adjustment of sale prices on the basis of changes in commodity prices. The Company is not significantly impacted by commodity price risk.

(b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including deposit with banks, foreign exchange transaction and other financial instrument. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company only deals with parties which has good credit rating/worthiness given by external rating agencies or based on company''s past assessment.

(i) Trade Receivables

The Company has developed guidelines for the management of credit risk from trade receivables. The Company''s primary customers are major automobile manufacturers with good credit ratings. All customer are subjected to credit assessments as a precautionary measure, and the adherence of all customers to collection due dates is monitored on an on-going basis, thereby practically eliminating the risk of default.

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The provision rates are based on days past due for grouping at customers with similar loss patterns. The calculation reflects the probability weightage outcome, the time value of money and reasonable and supporting information that is available at the reporting date about the past events, current condition and future forecast. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

(ii) Financial instruments and deposits

Credit risk from balances with banks is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits and mutual funds. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2024 and 31 March 2023 is the carrying amounts.

For the purposes of Company''s capital management, Capital includes issued equity share capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and maximise shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company monitors capital using gearing ratio and net debt to EBITDA ratio. The company policy is to keep the gearing ratio between 0% to 25% and net debt to EBITDA less than 2 times.

NOTE 42 | BUSINESS COMBINATION

(i) During the earlier year, the Board of directors of the Company in its meeting held on February 06, 2020, accorded its consent for the scheme of amalgamation of "Minda I Connect Private Limited” (Transferor Company) with "Uno Minda Limited” (Transferee Company) subject to necessary approvals of shareholders, creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. During the current year, the Company has received the requisite approvals and the scheme has been sanctioned by Hon''ble National Company Law Tribunal (NCLT), New Delhi on December 12, 2023 ("Date of acquisition"). The certified true copy of the said order sanctioning the scheme had been filed with the Registrar of Companies, New Delhi. Accordingly, accounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - "Business Combination”. The difference between the fair value of net identifiable assets acquired and consideration transferred has been recognised as Goodwill.

The amalgamation is of significant strategic value to the Company and streamlines the range the product and services that can be offered to the customer through enhanced base of product offering and serving as one stop solution for controller component to its customer.

(iv) The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(v) With respect to the Scheme of amalgamation approved by the National Company law Tribunal during the current year, appropriate accounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - Business Combination. (Refer note 42)

(vi) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(xi) The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were taken and the Company has not used funds raised on short term basis for long term purpose.

NOTE 46 |

The books of account are maintained in electronic mode and these books of account are accessible in India at all times and the back-up of books of account has been kept in servers physically located in India on a daily basis.

NOTE 47 |

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for income tax.

NOTE 48 |

During the current year, the Company has used two accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in these software, except that audit trail feature was not enabled in one of the accounting software till December 31, 2023 and for all software, audit trail was not enabled at the database level and also for certain changes made using privileged/ administrative access rights in these software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of accounting software where the audit trail has been enabled.

The accompanying notes form an integral part of the standalone financial statements.

As per our report of even date attached For and on behalf of the Board of Directors of

For S.R. Batliboi & Co. LLP Uno Minda Limited

Chartered Accountants (Formerly known as Minda Industries Limited)

ICAI Firm Registration No: 301003E/E300005 CIN: L74899DL1992PLC050333

per Vikas Mehra Nirmal K Minda Anand Kumar Minda

Partner Chairman and Managing Director Director

Membership No. 094421 DIN No. 00014942 DIN No. 00007964

Place : Nagoya, Japan Place : Gurugram, India

Date : 23 May 2024 Date : 23 May 2024

Sunil Bohra Tarun Kumar Srivastava

Group CFO Company Secretary

Membership No. - A11994

Place : Gurugram, India Place : Gurugram, India Place : Gurugram, India

Date : 23 May 2024 Date : 23 May 2024 Date : 23 May 2024

---

Mar 31, 2023

NOTE 6| RIGHT OF USE ASSETS AND LEASES LIABILITIES (i) Right of use assets: The Company''s lease asset primarily consist of :

(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms between 2 to 30 years

(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease terms between 1 to 15 years

(c) Leasehold land represents land obtained on long term lease from various Government authorities.

The Company''s obligations under its leases are secured by the lessor''s title to the leased assets

The Company also has certain leases with lease terms of 12 months or less. The Company has applied the ''short-term lease'' recognition exemptions for these leases.

(a) The Company is of the view that the operations of its each investee companies represent a single cash-generating unit (''CGU'').The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at 31 March 2023 and 31 March 2022 to ascertain the recoverable amount of their respective CGU. The recoverable amount is determined based on value in use calculation. The Company adjusts the carrying value of the investment for the consequential impairment loss, if any. These calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by management covering generally over a period of 5 years . Cash flow projection beyond 5 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. The Company has

Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of value-in-use of CGU. Based on this analysis, management believes that change in any of above assumption would not cause any material possible change in carrying value of unit''s CGU over and above its recoverable amount.

(c) During the previous year, pursuant to corporate restructuring of group companies, the business of subsidiary company namely "iSYS RTS GmbH” was merged with step down subsidiary companies namely "Uno Minda Europe GmbH” (formerly known as "Minda Delvis GmbH”), "Uno Minda System GmbH” (formerly known as "Delvis Product GmbH”) and "CREATE GmbH” (formerly known as "Delvis Solution GmbH”) and consideration for the said transaction was discharged by way of allotment of 18,286 equity shares in step down subsidiary company namely "Uno Minda Europe GmbH” in lieu of shareholding in wholly owned subsidiary company based on share swap ratio.

(d) During the previous year, the Company had acquired additional stake in partnership firm namely "Auto Component” and had made new investment in partnership firms namely "Samaira Engineering” and "SM Auto Industries” due to which these entities had become subsidiaries of the Company {refer note (37)}.

(e) During the current year, the Company has acquired additional stake in existing subsidiary company namely "Minda Kosei Aluminum Wheel Private Limited” due to which the entity has become wholly owned subsidiary of the Company {refer note (37)}.

(f) During the current year, the Company has agreed to amend its joint venture agreement with joint venture namely "Kosei Minda Aluminum Company Private Limited” (''KMA''), and associate company namely "Kosei Minda Mould Private Limited” (''KMM''), and has entered into a business strategy agreement dated March 20, 2023 to amend and agree that, on or from 31 March 2023, the Company will have right to exercise control over the board of directors and exclusive right to undertake the reserved matters, accordingly these entities have become subsidiary of the Company {refer note (37)}.

(g) During the current year, the Company has incorporated new wholly owned subsidiary companies namely "Uno Minda Tachi-S Seating Private Limited” and "Uno Minda Buehler Motor Private Limited” and acquired additional stake in existing subsidiary company namely "Uno Minda EV Systems Private Limited”, "Uno Minda Katolec Electronics Services Private Limited” and existing joint venture namely "Tokai Rika Minda Private Limited” {refer note (37)}.

(h) During the current year Board of directors has approved to sell entire stake held in existing associate company namely "Minda Nexgentech Limited” for a total consideration of ''2.08 crores and is classified as assets held for sale recognised and measured in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operations. The Company expects to complete the sale within one year (previous year :- Nil) by selling as per contractual arrangement.

(i) During the current year, the shareholders of joint venture Company namely "Minda TTE Daps Private Limited” ("the entity”) at their Extra-Ordinary General Meeting held on 31 March 2023, have approved the Voluntary Liquidation of the entity and approved the appointment of liquidator, as per the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016. The entity is under liquidation with effect from 31 March 2023 i.e. liquidation commencement date and joint venture agreement has been terminated between parties and the same is fully impaired as of March 31, 2023.

(j) During the current year, the Company has incorporated wholly owned subsidiary company namely "Uno Minda Auto Technologies Private Limited” on 31 March 2023, however, no equity shares were issued as on that date.

(c) Trade receivables includes ''88.64 crores (31 March 2022: ''17.45 crores) due from private companies in which director of the Company is a director. Apart from this there is no other trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

(d) For terms and conditions relating to related party receivables, (refer Note 35).

(e) Trade receivables are non-interest bearing and are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers

(f) Trade receivables includes amount to be billed to the customers with respect to unbilled price increase amounting to ''23.89 crores (31 March 2022: ''49.88 crores) and unbilled price decrease amounting to ''32.96 crores (31 March 2022: ''24.15 crores) included under "Not due”catogory.

(a) The deposits maintained by the Company with banks comprise of the time deposits, which may be withdrawn by the Company at any point of time without prior notice and are made of varying periods between three months to twelve months depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates.

(b) Unpaid dividend as at 31 March 2022 includes the amount payable to Investor Education and Protection Fund amounting to ''0.02 crores which was paid on May 23, 2022. Apart from this, unpaid dividend account does not include any amount payable to Investor Education and Protection Fund. The Company can utilise the balance towards settlement of unclaimed dividend.

(vi) Terms/rights attached to equity shares

The Company has only one class of issued equity shares capital having par value of ''2/- per share (31 March 2022 ''2/- per share). Each shareholder is entitled to one vote per share held. . The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

(vii) Terms/ rights attached to preference shares

During the previous year, the Company had only one class of issued preference shares capital having par value of ''100/- per share, which were compulsorily redeemable on the expiry of 36 months from the date of allotment thereof with an option with to redeem them at the option of preference shareholder to redeem them any time after the expiry of 18 months, wherein the yield and the coupon shall be adjusted proportionately. Each 0.01% non-convertible redeemable preference share was to be redeemed at the issue price of ''121.25 together with a yield of 7.5% p.a. on the issue price such that the redemption price, if redeemable preference shares are redeemed at the end of 36 months shall be ''150.60 per share. The preference shares carry a dividend of 0.01% per annum. The dividend rights are non-cumulative. The preference shares rank ahead of the equity shares in the event of a liquidation. The presentation of the liability and equity portions of these shares is explained in the summary of significant accounting policy. The Company has fully redeemed these during the current year.

* Out of the 1,88,84,662 non-convertible redeemable preference shares issued in previous years, 1,88,75,002 non-convertible redeemable preference shares have been redeemed during the financial year 2021-22 and remaining .9,660 non- convertible redeemable preference shares have been redeemed during the current financial year 2022-23.

(x) During the previous year the Company had issued 97,22,000 fully paid up equity shares of face value of ''2 each amounting to ''699.98 crores at a price of ''720 per equity share (including securities premium of ''718 per equity share) to Qualified institutional buyers (QIB) pursuant to resolution passed by board of directors dated June 13, 2021 and special resolution passed by shareholder in Extra-ordinary general meeting dated July 22, 2021. The funds so received had been utilised for the purpose for which these funds have been raised.

(xi) Shares reserved for issue under Employee stock option plan

Information relating to Employee stock option plan, including details of option issued, exercised and lapsed during the financial year and options outstanding as at end of the reporting period are set out in note 34.

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings

Retained earnings are the profits that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

(iii) Employee stock options reserve

The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

(iv) General Reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

(v) Capital redemption reserve

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve was created by the Company pursuant to redemption of preference shared in earlier year and can be utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

(vi) Capital reserves arising on amalgamation

The excess of net assets taken over the consideration paid in the mergers done in the earlier years is treated as capital reserve on account of amalgamation. Capital reserve on account of amalgamation is not available for the distribution to the shareholders.

(vii) Capital reserve

The excess of net assets taken over the consideration paid, in a common control business combination transaction, is treated as capital reserve. Capital reserve is not available for the distribution to the shareholders.

(viii) Equity instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through other comprehensive income reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(ix) Equity component of other financial instruments

Equity component of the other financial instruments is credited to other equity.

(ix) During the previous year, the Company had outstanding 9,660.01% non-convertible redeemable preference share, which were compulsorily redeemable on the expiry of 36 months from the date of allotment thereof with an option with to redeem them at the option of preference shareholder to redeem them any time after the expiry of 18 months, wherein the yield and the coupon shall be adjusted proportionately. Each 0.01% non-convertible redeemable preference share shall be redeemed at the issue price of ''121.25 together with a yield of 7.50% p.a. on the issue price such that the redemption price, if redeemable preference shares are redeemed at the end of 36 months shall be ''150.60 per share. The preference shares carry a dividend of 0.01% per annum. The dividend rights are non-cumulative. These shares are classified as compound financial instrument and liability component of these shares has been disclosed under non-current borrowing. In current year, the same has been fully redeemed by the Company.

(x) Term loan from bank and others contain certain debt covenants. The Company has satisfied all these debt covenants prescribed in the terms of these loans.

(xi) The Company has not made any default in the repayment of loans to banks and other financial institutions including interest thereon.

(xii) The term loans have been used for the purpose for which they were obtained and funds raised for a short term basis have not been used for long term purposes.

(xiii) In pursuant to borrowing taken by the Company from banks on security of current assets, the Company is required to submit the information periodically which includes the stock statement, book debts statement, revenue, trade receivable and trade payable etc. During the current year, the Company has submitted the following financial information to all banks, from whom working capital demand loan has been taken, on quarterly basis which in some of these cases is not reconciled with books as follows:

(ii) The trade payables are unsecured and non interest-bearing and are usually on varying trade term.

(iii) Trade Payables include due to related parties ''161.73 crores (31 March 2022 : ''181.71 crores) {refer to note 35}

(iv) For terms and conditions with related parties. {refer to note 35}

(v) The amounts falling in the category of more than 1 year are related to pending obligations on the part of the supplier as per agreed terms and conditions mentioned in respective contracts.

(vi) Trade payable includes acceptance amounting to ''14.63 crores. (31 March 2022 : ''21.64 crores).

(vii) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended 31 March 2023 is given below. This information has been determined to the extent such parties have been identified on the basis of information available with the Company

(i) Unpaid dividend as at 31 March, 2022 includes the amount payable to Investor Education and Protection Fund amounting to ''0.02 crores which has been paid on 23 May, 2022. Apart from this, unpaid dividend account does not include any amount payable to Investor Education and Protection Fund which is due and unpaid.

(ii) It represents refundable capital advance in relation to sale of land situated at Village Nawada Fatehpur, PO. Sikanderpur Badda, Gurugram, Haryana (the land) received during the year, however subsequent to the year end, the Board of directors have dropped the plan to sale the land and continue to use the same for manufacturing facilities, accordingly the advance received has been shown under other current financial liability.

(f) Effective tax rate has been calculated on profit before tax.

(g) Pursuant to section 115BAA of Income Tax Act, 1961, the Company has opted for lower tax rates beginning current financial year. Consequent to this, the Company has calculated tax for the current year and re-measured its deferred tax liability basis rates prescribed in section and credited consequential impact in deferred taxes for the current year amounting to ''8.26 crores.

(h) As at March 31, 2023, the Company has deductible temporary differences with respect to provision for impairment in investments amounting to ''51.02 crores (March 31,2022: ''46.39 crores) on which no deferred tax asset has been created by the management due to lack of probability of future capital gain against which such deferred tax assets can be realised. If the Company were able to recognise all unrecognised deferred tax assets, the profit after tax would have increased by ''12.86 crores (Previous year - ''16.21 crores).

(a) Trade Receivable represents the amount of consideration in exchange for goods or services transferred to the customers that is unconditional.

(b) The Company has entered into the agreement with customers for sales of goods. Contract liabilities arises in respect of contracts where the Company has obligation to deliver the goods and perform specified service to a customer for which the Company has received consideration in advance. Contract liabilities are recognised as revenue when the Company performs obligation under the contract (i.e. transfers control of the related goods or services to the customer). There is decrease in contract liabilities during the year mainly due to the completion of performance obligation against the opening advance.

(c) Unsatisfied performance obligations:

Information about the Company''s performance obligations are summarised below:

Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer, generally on delivery of the goods and payment is generally due as per the terms of contract with customers Sales of services: The performance obligation in respect of services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of service based on time elapsed and acceptance of the customer.

The remaining performance obligation expected to be recognised relates to amounts received from customer or invoice raised to the customer against which performance obligation is to be satisfied within one year. During the year ended 31 March 2023. Revenue recognised from amount included in contract liability at the beginning of year is ''80.84 cores (31 March 2022: ''31.01 crores). Revenue recognised from performance obligation satisfied in the previous period is ''Nil (31 March 2022: ''Nil)

NOTE 29 COMMITMENTS AND CONTINGENCIES
(A) Contingent liabilities (to the extent not provided for)
	As at 31 March 2023	As at 31 March 2022
(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable)	0.03	1.69
(b) Disputed tax liabilities in respect of pending litigations before appellate authorities	70.30	73.29
Note: (i) Claims / suits filed against the Company not acknowledged as debts which represents various legal cases filed against the Company. The Company has disclaimed the liability and defending the action. The Company has been advised by its legal counsel that its position is likely to be upheld in the litigation process and accordingly no provision for any liability has been made in the financial statement. (ii) The various disputed tax litigations are as under:
	Disputed amount as at 31 March 2023	Disputed amount as at 31 March 2022
Income tax matters (Disallowances and additions made by the income tax department)	4.57	4.57
Excise / Custom/ Service tax matters (Demands raised by the excise / custom / service tax department )	0.66	5.15
Sales tax / VAT matters (Demands raised by the Sales tax / VAT department )	63.50	63.53
Goods and service tax matters (Demands raised by the GST department )	1.57	0.04
Total	70.30	73.29

Note: The Company has ongoing disputes with various judicial forums relating to tax treatment of certain items in respect of income tax, excise, sales tax, VAT, service tax and GST. The Company is contesting these demands and the management believes that our position will likely to be upheld in the appellate process and accordingly no provision is required to be accrued in the financial statements respect to these demands raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company''s financial position and results of operations.

(c) Corporate guarantees given by the Company and outstanding as at 31 March 2023 amounting to ''130.73 crores (''130.73 crores as on 31 March 2022) in respect of loans taken by related parties. Further, the Company has also provided ''letter of comfort'' amounting to ''16.36 crores (31 March 2022: ''16.36 crores) in respect of loans taken by related party from banks.

(d) The Hon''ble Supreme Court of India ("SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision is pending before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively. Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the standalone financial statements.

(c) The Company has given parent support letter to its subsidiary companies namely "Minda Storage Batteries Private Limited” and "Global Mazinkert S.L.” considering the fund requirement of these companies and growth prospects.

(d) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods Scheme (EPCG)” amounting to ''13.62 crores (''5.52 crores as on 31 March 2022). As per the EPCG terms and conditions, Company needs to export ''81.72 crores (''33.12 crores as on 31 March 2022) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years The Company expect to fulfil the export obligation in due course of time.

(C) Undrawn committed borrowing facility

As at March 31,2023, the group has ''44.53 crores of working capital facility remains undrawn ( March 31,2022: ''269.49 crores).

During the current year, the Company has contributed ''4.00 crores (March 31, 2022: ''3.26 crores) to "Suman Nirmal Minda Foundation” (formerly known as "Suman Nirmal Minda Charitable Trust”) ("Trust”) as a contribution towards ongoing project to be undertaken by the Trust. Out of the contribution made by the Company, there is unspent CSR amount of ''Nil (March 31, 2022 : ''1.37 crores) by trust with respect to projects to be undertaken by it . Out of the unspent CSR amount of ''1.37 crore of previous year, ''1.07 crores has been spent by the trust during the current year and balance ''0.30 crores is still unspent and deposited in Unspent CSR account as per section 135(6) of the Act..

During the current year, the Company has allotted bonus shares to its existing shareholders in the ratio of 1:1 by capitalization of reserves to those shareholders who held shares as on record date i.e. July 8, 2022. Accordingly, the earning per share (basic and diluted) for the previous year has been recalculated taking impact of bonus shares.

NOTE 33| GRATUITY AND OTHER POST RETIREMENT BENEFIT PLANS

Disclosures pursuant to Ind AS - 19 "Employee Benefits” (notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act) are given below :

(A) Defined benefit plan

The Company operates following defined benefit obligations:

(a) Gratuity: The employees'' Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust which maintains its investments with Life Insurance Corporation of India (LIC). The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service usually gets a gratuity on departure 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(b) Pension : The Company operates a defined benefit pension plan for its eligible employees which entitles the eligible employees certain benefit in form of guaranteed pension payable for life. During the current year, the amount has become payable to the employee, hence the same has been recognised as "Payable to employee” under other current financial liability with the corresponding transfer from the pension defined benefit plan.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plan:-

(xi) The plan assets are maintained with Life Insurance Corporation of India (LIC).

(xii) Enterprise best estimate of contribution during the next year is ''16.44 crores (31 March 2022: ''62.72 crores)

(xiii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(xiv) The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period while holding all other assumptions constraint. In practice it is unlikely to occur and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

(xv) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.

(xvi) The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

NOTE 34 SHARE BASED PAYMENTS Uno Minda Employee Stock Option Scheme - 2019

The shareholders of the Company had approved the Uno Minda Employee Stock Option Scheme - 2019 (herein referred as Uno Minda ESOS-2019) through postal ballot resolution dated 25 March 2019. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its subsidiaries.

This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.

Tranch-I: During the earlier year, the nomination and remuneration committee of the Board of directors of the company had approved and granted options to eligible employees of the company and its subsidiaries under UNO Minda Employee stock option scheme 2019 subject vesting conditions based on market capitalisation on or before the vesting date as prescribed in the scheme. However during the previous year, the nomination and remuneration committee vide its resolution dated July 19, 2021 had modified the vesting condition for achieving target of market capitalisation from ''27,000 crores to ''24,000 crores on or before May 31, 2022. Accordingly the Company had accounted the said modification in the previous year in accordance with Ind AS 102 "Share based payments” amounting to ''20.75 crores in statement of profit and loss.

Tranch-II: During the current year, the nomination and remuneration committee of the Board of directors of the Company vide their meeting held on August 08, 2022 has further approved and granted 30,44,832 number of options to eligible employees of the Company and its subsidiaries under Uno Minda Employee stock option scheme 2019 subject to vesting conditions on or before the vesting date i.e. May 30, 2025. Each option is is convertible into one equity share.

(a) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free except the interest bearing loan taken from subsidiary company. The settlement for these balances occurs through payment. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended 31 March 2023 (31 March 2022: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(b) As at 31 March 2023, the Company has not granted any loans to the promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person (31 March 2022: Nil).

(c) All the liabilities for post retirement benefits being ''Gratuity, compensated absence and pension benefit'' are provided on actuarial basis for the Company as a whole, accordingly the amount pertaining to Key management personnel are not included above.

The management has assessed that trade receivables, cash and cash equivalents, other bank balances, other current financial assets, borrowings, trade payables, current lease liabilities and other financial current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair value

(i) The fair value of unquoted instruments is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

(ii) The fair values of the Company''s interest-bearing borrowings are determined by using effective interest rate (EIR) method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2023 was assessed to be insignificant.

(iii) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors,

individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

(iv) The fair values of the quoted equity shares has been determined based on quoted price available in open market.

(v) The fair value of security deposit has been estimated using DCF model which consider certain assumptions viz. forecast cash flows, discount rate, credit risk and volatility.

(vi) The fair values of the investment in mutual fund has been determined based on net assets value (NAV) available in open market.

(vii) The Company has entered into derivative financial instruments with various banks and financial institutions. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. As at year end, the mark-to-market value of other derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the financial instruments recognised at fair value.

(viii) Fair value hierarchy

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period for identical assets or liabilities. The mutual funds are valued using the net assets value (NAV) available in open market. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers among levels 1, 2 and 3 during the year

This section explains the judgement and estimates made in determining the fair value of financial assets that are:

a) Recognised and measured at Fair value

b) Measured at amortised cost and for which fair value is disclosed in financial statements

The Company being the active supplier for the automobile industry is exposed to various market risk, credit risk and liquidity risk. The Company has global presence and has decentralised management structure. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks.

The Company has set up a risk management committee (RMC) which comprise of group chief finance officer and three directors of which two are independent directors RMC periodically reviews operating, financial and strategic risk in the business and their mitigating factors RMC has formulated a risk management policy for the Company which outlines the risk management framework to help minimise the impact of uncertainty. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risk associated with the business. This process provides assurance that the Company''s financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective. The Company''s financial risk management is an integral part of how to plan and execute its business strategies. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans deposits, and investments, and foreign currency receivables, payables and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 31 March 2023 and 31 March 2022

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company also have operations in international market due to which the Company is also exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the movement in foreign currency exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). The Company manages its foreign currency risk partly by taking forward exchange contract for transactions of sales and purchases and partly balanced by purchasing of goods/services from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(iii) Commodity price risks

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to auto makers (Original Equipment Manufacturer) whereby there is a regular negotiation / adjustment of prices on the basis of changes in commodity prices.

(b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing through the use of short term bank deposits, short term loans, and cash credit facility etc. Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company''s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company only deals with parties which has good credit rating/worthiness given by external rating agencies or based on company''s past assessment.

(i) Trade Receivables

The Company has developed guidelines for the management of credit risk from trade receivables. The Company''s primary customers are major automobile manufacturers with good credit ratings. All customer are subjected to credit assessments as a precautionary measure, and the adherence of all customers to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of these fixed deposits that are with recognised commercial banks and are not past due over past years.

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The provision rates are based on days past due for grouping at customers with similar loss patterns. The calculation reflects the probability weightage outcome, the time value of money and reasonable and supporting information that is available at the reporting date about the past events, current condition and future forecast. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

(ii) Financial instruments and deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2023 is the carrying amounts . The Company''s maximum exposure relating to financial instrument is noted in liquidity table below.

For the purposes of Company''s capital management, Capital includes issued equity share capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and maximise shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company monitors capital using gearing ratio and net debt to EBITDA ratio. The Company policy is to keep the gearing ratio between 0% to 25% and net debt to EBITDA less than 2 times.

(i) The Board of directors of the Company in its meeting held on 06 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(ii) The Board of directors of the Company in its meeting held on March 20, 2023, accorded its consent for the scheme of amalgamation of subsidiary companies namely, "Kosei Minda Aluminum Company Private Limited” (''KMA'') (Transferor Company 1), "Kosei Minda Mould Private Limited” (''KMM'') (Transferor Company 2), "Minda Kosei Aluminum Wheel Private Limited”(''MKA'') (Transferor Company 3) with "Uno Minda Limited” (formerly known as "Minda Industries Limited”) (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(iii) The Board of Directors of the Company in its Meeting held on May 24, 2022, accorded it''s consent for the Scheme of Arrangement among Harita Fehrer Limited ("Transferor Company”), Minda Storage Batteries Private Limited ("Demerged Company”), both Wholly Owned Subsidiaries of Uno Minda Limited with Uno Minda Limited (formerly known as Minda Industries Limited) ("Transferee Company”) and their respective shareholders and creditors, subject to necessary approvals of authorities and the Hon''ble National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(i) The Company does not have any Benami Property where any proceedings have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013

(v) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year. Refer note 39 for scheme of merger pending court approval.

(vi) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(xi) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

NOTE 46 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

The accompanying notes form an integral part of the standalone financial statements

---

Mar 31, 2021

1. Carrying amount of Property, plant and equipment (included in above) pledged as securities for borrowings (refer note 18 and 22)

2. The amount of borrowing costs capitalised during the year ended March 31, 2021 was '' 4.25 Crores

(March 31, 2020: ''12.15 Crores). The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.30% (March 31, 2020: 8.67%) which is the effective interest rate.

3. Freehold land having carrying value as at March 31, 2021 '' 66.98 Crores (previous year '' 66.98 Crores) is pending for registration in the name of the Company.

4. Leasehold land having gross block as at March 31, 2021 '' 41.52 Crores (previous year '' 41.52 Crores) and accumulated depreciation as at March 31,2021 '' 2.54 Crores (previous year '' 1.38 Crores) is pending for registration in the name of the Company. Further, leasehold land having gross block of '' 6.97 Crores and accumulated depreciation of '' 0.23 Crores was transferred to assets held for sale during the previous year. (also refer note 27)

Aggregate value of impairment in the value of invesments

* Aggregate provision for diminution of non-current investments is '' 21.48 crores (March 31, 2020''11.48 crores).

** The Company is of the view that the operations of its each investee companies represent a single cash-generating unit (''CGU'').The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at March 31, 2021 and March 31, 2020. The Company adjusts the carrying value of the investment for the consequential impairment loss, if any. The recoverable value was determined by Value in Use (''VIU'') model. The recoverable amount was lower than the carrying value of the one CGU (Previous year one CGU) and this resulted in an impairment charge of '' 5.01 crores (Previous year '' 8.29 crores) recognised within ''Exceptional items''. The approach and key assumptions used to determine the CGU''s VIU were as follows:

(IV) (I) RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EQUITY SHARES

The Company has only one class of issued equity shares capital having par value of '' 2/- per share (March 31, 2020 '' 2/- per share). Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

The Board at its meeting held on February 04, 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 (previous year '' 0.40/- per equity share). Further, the Board at its Meeting held on June 13, 2021, has recommended a final dividend of '' 0.50 per equity share i.e. 25.00% (Previous year NIL) for the financial year ended on March 31, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting.

(vi) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash for the period of five years immediately preceding the balance sheet date is 174,342,310.

(vii) On 11 August 2020, the Board of Directors of the Company approved issue of 9,71 1,739 fully paid up equity shares of face value of '' 2 each (the "Rights Equity Shares") amounting to '' 242.79 crores at a price of '' 250 per Rights Equity Share (including securities premium of '' 248 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 27 existing fully paid-up shares held by the eligible equity shareholders as on 17 August 2020, the Record date. Further, on 15 September 2020, the Rights Issue Committee of the Board of Directors approved the allotment of Rights Equity Shares in relation to the said Rights Issue and consequently Rights issue shares were issued during the year. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue.

17(b) OTHER EQUITY:The Description of the nature and purpose of each reserve within other equity is as follows:

a) Securities premium: Securities premium is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Companies Act 2013, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

b) Capital redemption reserve: The capital redemption reserve is a non-distributable reserve and represents preference shares redeemed.

c) General reserve: The Company appropriates apportion to general reserve out of profits voluntarily and the said reserve is available for payment of dividend to shareholders/ issue of bonus shares.

d) Employee stock options reserve: The Company has share option schemes under which options to subscribe for the Company''s shares have been granted to certain executives and senior employees. The reserve is used to recognise the value of equity settled stock options provided to employees, including key management personnel, as part of their remuneration. Refer to Note 48 for further details of these plans.

e) Equity component of other financial instruments:

Equity component of the other financial instruments is credited to other equity.

f) Capital reserve arising on amalgamation

Reserve created on account of merger of subsidiaries is not available for distribution of dividend and expected to remain invested permanently.

g) Foreign currency translation reserve:

This reserve is created due to changes in historic rates and closing rates of assets and liabilities of foreign operations.

h) Other comprehensive Income (OCI) amount pertaining to remeasurements of defined benefit liabilities/ (Asset) -comprises actuarial gain & losses.

i) Share pending issuance represents shares to be issued to a non-resident shareholder of transferor Company persuant to business combination (refer note 58)

27. ASSET HELD FOR SALE

The Company is having a land under lease hold arrangement with Maharashtra Industrial Development Corporation for a period of 99 years. The Company has entered into sale agreement for disposal of said land as per the term and condition agreed.

Pursuant to the above, the said building have been reclassified from "Property, plant and equipment” to "Non-current assets held for sale” amounting to '' 0.75 crore and the said land has been reclassified from "Right-of-use assets” to "Noncurrent assets” held for sale amounting to '' 6.74 crores at an agreeed sale value of '' 8 Crores. Also, the Company has received advance amounting to '' 4.34 crores which is disclosed separately in balance sheet as "Liabilities related to assets held for sale". Appropriate accounting for Gain on sale of property, plant and equipment will be carried out at the time of completion of sale transaction.

include disallowed expenses, the tax treatment of certain expenses claimed by the Company as deductions and the computation of, or eligibility of, the Company''s use of certain tax incentives or allowances. The Company has a right of appeal to the Commissioner of Income Tax (Appeals), or CIT (A), the Dispute Resolution Panel, or DRP, and to the Income Tax Appellate Tribunal, or ITAT, against adverse decisions by the assessing officer, DRP or CIT (A), as applicable. The income tax authorities have similar rights of appeal to the ITAT against adverse decisions by the CIT (A) or DRP. The Company has a further right of appeal to the High Court or the Hon''ble Supreme Court against adverse decisions by the appellate authorities for matters involving substantial question of law. The income tax authorities have similar rights of appeal. As at March 31, 2021, there are pending disputes amounting to '' 9.30 crores (Previous year '' 10.92 crores).

** Includes show cause demand on applicability of excise duty on designs provided by the customer '' 4.43 crores (Previous year '' 4.43 crores).

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantees given by the Company and outstanding as at March 31, 2021 amounting to '' 130.73 crores ('' 131.81 crores as on March 31,2020) in respect of loans taken by related parties. Further, the Company has also provided ''letter of comfort'' amounting to '' 16.36 crores (previous year '' 16.36 crore as on March 31,2020) in respect of loans taken by related party from banks.

(c) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods Scheme (EPCG)” amounting to '' 6.60 crores ('' 9.90 crores as on March 31, 2020).

As per the EPCG terms and conditions, Company needs to export '' 39.59 crores ('' 59.40 crores as on March 31,2020) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Company does not export goods in prescribed time, then the Company may have to pay interest and penalty thereon.

(d) The Hon''ble Supreme Court of India ("SC”) by their order dated February 28, 2019, set out the principles based on which

allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of

Provident Fund contribution. Subsequently, a review petition against this decision is pending before the SC for disposal.

Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the standalone financial statements

(e) The Company has given letter of support to Minda Storage Batteries Private Limited, Minda Katolec Electronics Services Private Limited, Global Mazinkert S.L., iSYS RTS, GmbH, Kosei Minda Mould Private Limited and Minda Onkyo India Private Limited considering the financial situation of these companies.

40. CAPITAL AND OTHER COMMITMENTS (NET OF ADVANCE)

a) Estimated amount of contracts remaining to be executed on account of capital and other commitments (net of advance

and not provided for as at March 31, 2021 aggregates to '' 12.40 crores (March 31, 2020: '' 48.54 crores).

b) Estimated amount of investment to be made as per government incentive scheme is '' 199.34 crores ('' 318.94 crores as at

March 31, 2020).

41. During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to '' 0.39 crore towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurugram, and Haryana (Manesar land). The Company paid '' 0.02 crore and had also filed a Special Leave Petition (SLP) with the Hon''ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited '' 0.09 crore as under protest with the authorities. During the previous years, the Company had filed a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had asked Town and Country Planning, Chandigarh to review and waive of the liability of remaining balance of '' 0.28 crore and the interest thereon amounting to '' 0.50 crore (previous year '' 0.47 crore) towards revised CLU charges after adjusting the amount of '' 0.11 crore paid earlier.

The Company had applied for grant of license under ''Affordable Housing Policy- 2013'' on the land measuring 5 acres in Manesar land and paid scrutiny fee (non-refundable) amounting to '' 0.03 crore in this respect, which was received during the earlier year. The Company had paid '' 0.43 crore towards CLU charges during the previous year. The Company had further applied for grant of similar license on additional land measuring 5 acres in Manesar land.

During the previous year, the Company had applied for migration of license received under ''Affordable Housing Policy-2013'' admeasuring 5 acres to "Deen Dayal Awas Yojna Scheme” of the Government and withdrawn other pending applications. Further, the Company had applied for Manesar land admeasuring 10 acres (including share of a subsidiary "Mindarika Private Limited”) under "Deen Dayal Awas Yojna Scheme” and paid application money of '' 0.92 Crores. During the previous year, the Company had considered the option of re-locating the manufacturing units from Sector 81, Gurgaon to Bawal, Dharuhera, IMT Manesar, Farrukhnagar. The Company considered factors such as price, distance and convenience of employees and other stake holders'' and was of the view that shifting to Farrukhnagar would be a suitable option. In this respect, the Company had approached certain related parties who had land admeasuring 14.37 acres in Farrukhnagar, Haryana (which is close to existing Manesar plant) and took land on lease for 99 years at a lump-sum rent of '' 0.05 Crores for entire tenure. The Company will apply CLU (change of land use from agricultural to industrial) for Farrukhnagar land. Post approval of CLU, the Company will cancel the lease and purchase the land at fair market price as determined by registered valuer.

42. SEGMENT INFORMATION

As per Ind AS 108 Operating Segment, segment information has been provided under notes to Consolidated Financial Statements.

43. DISCLOSURE PURSUANT TO IND AS 19 ON "EMPLOYEE BENEFITS"

A. Defined benefit plan

Define benefit includes

The Company operates following defined benefit obligations:

a) Defined benefit plans such as gratuity and

b) Pension for its eligible employees,

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972 (as amended). Employees in continous service for period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed propotionety for 15 days salary multiplied for the number of completed years of service.

(i) Risk exposure Inherent risk

These plans are defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, this exposes the Company to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

Salary inflation risk

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

B. Defined contribution plan

An amount of '' 17.10 Crores (previous year '' 18.87 Crores) for the year, has been recognized as an expense in respect of the Company''s contribution towards Provident Fund, deposited with the Government authorities and has been included under employee benefits expense in the Statement of Profit and Loss. An amount of '' 0.49 Crores (previous year '' 0.51 Crores) for the year, has been recognized as an expense in respect of the Company''s contribution towards Superannuation Fund, and has been included under employee benefits expense in the Statement of Profit and Loss. Further an amount of '' 1.85 Crores (previous year '' 1.92 Crores) for the year, has been recognized as an expense in respect of the Company''s contribution towards ESI Fund, and has been included under employee benefits expense in the Statement of Profit and Loss.

45. The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year-end has been made based on information received and available with the Company.

48. SHARE BASED PAYMENTS

(a) UNO Minda Employee Stock Option Scheme - 2019

"The shareholders of the Company had approved the UNO Minda Employee Stock Option Scheme - 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated March 25, 2019.

During the previous year, the NRC had approved and granted options to Eligible Employees of the Company and its Subsidiaries.The plan envisaged grant of stock options to eligible employees at market price in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.”

This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

The Risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities or 10 years Government bonds. Volatility calculation is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period.The measure volatility is used in option- pricing model is the annualised standard deviation of the continuously compounded rate of the return of the stock over a period of time. The dividend yield for the year is derived by dividing the dividend for the period with the current market price.

49. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

50. FINANCIAL RISK MANAGEMENT OBJECTIVES

The Company as an active supplier for the automobile industry expose its business and products to various market risks, credit risk and liquidity risk. The Company''s decentralised management structure with the main activities in the plants make necessary organised risk management system. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks:

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and price risks, such as equity price risk and commodity price risk. The sensitivity analyses in the following sections relate to the position as at March 31 2021. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.

(i) Foreign currency risk

The Company''s risk management policy is to hedge a part of its estimated foreign currency exposure in respect of forecast sales and purchases. The Company uses forward exchange contracts and currency options to hedge its currency risk.

(ii) Interest rate risk

"Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. During March 31, 2021 and March 31, 2020, the Company''s borrowings at variable rate were mainly denominated in INR, EURO and USD.

The Company''s fixed rate borrowings are carried at amortised cost."

(iii) Commodity price risks

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to auto makers (Original Equipment Manufacturer) whereby there is a regular negotiation / adjustment of prices on the basis of changes in commodity prices.

b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

c) Credit risk

"Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company''s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables.

The Company has developed guidelines for the management of credit risk from trade receivables. The Company''s primary customers are major automobile manufacturers (OEMs) with good credit ratings. All clients are subjected to credit assessments as a precautionary measure, and the adherence of all clients to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of fixed deposits that are with recognised commercial banks and are not past due over past years."

* Management has assessed that investments, loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(i) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Management has assessed that trade receivables, cash and cash equivalents, other bank balances, loans, investments, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments

(ii) Costs of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long-term strategic purpose.

(iii) Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Investment amounting to NIL ('' 23.44 crores on 31 March 2020) is valued at fair value (level).

54. BUSINESS COMBINATION

The Board of directors of the Company in its meeting held on February 06, 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approval(s) of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. Appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval

55. Merger of wholly owned subsidiaries

Pursuant to the Scheme of Amalgamation (''Scheme'') under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of wholly owned subsidiaries i.e. MJ Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (together referred to as "transferor companies”), with Minda Industries Limited ("Transferee Company” or "the Company”) as approved by the Hon''ble National Company Law Tribunal vide its order dated 01 June 2020 with the appointed date of 1 April 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company with effect from this date at their carrying values. The Company had received the certified copy of the said order on 17 July 2020 and the same had been filed with the respective Registrar of Companies on 1 August 2020. The Company has given effect to the scheme in the standalone financial statements in the previous year. Further, as per the requirements of Appendix C to Ind AS 103 "Business Combination”, the comparatives for the year ended March 31,2019 have been restated as if the common control business combination had occurred from the beginning of the earliest period presented. The net impact of restatement due to above amalgamation has resulted in capital reserve of '' 26.56 Crores which is credited to other equity.

56. During the year, Minda TG Rubber India Private Limited ("MTG”) has issued fresh equity shares to Toyoda Gosei Co. Limited (other Joint venture partner) resulting in increase of their shareholding from 49.90% to 51.00% and reduction of shareholding and control of the Company from 51.00% to 49.90% resulting into loss of control. Accordingly, the appropriate accounting treatment and classification of Loss of control of the Company in MTG (from subsidiary to joint venture) has been carried out.

57. ACQUISTION OF STAKE IN TOKAI RIKA MINDA INDIA PRIVATE LIMITED

The Company has acquired 30% stake in Tokai Rika Minda India Private Limited during the year for a cash consideration of Rs. 65.48 crore. Consequently, Tokai Rika Minda has been considered as an Joint Venture while preparing the financial statements. Fair value of assets and liability acquired in respect of the said acquisition are as follows:

58. SCHEME OF AMALGAMATION.

a) The Scheme of Amalgamation (''Scheme'') filed during the year ended March 31,2019 under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of Harita Limited ("Transferor Company 1”) and Harita Venu Private Limited ("Transferor Company 2”) and Harita Cheema Private Limited ("Transferor Company 3”) and Harita Financial Services Limited ("Transferor Company 4”) and Harita Seating Systems Limited ("Transferor Company 5”) and Minda Industries Limited ("Transferee Company”) was approved by the Hon''ble National Company Law Tribunal vide its order dated 01 February 2021 and 23 February 2021 with appointed date of 1 April 2019. Consequently the Company has given effect to the scheme as per Ind AS 103- Business Combinations (Aquisition method) in the standalone financial statements w.e.f. appointed date i.e. 1 April 2019 in accordance with General Circular No. 09/2019 issued by Ministry of Corporate Affairs dated August 21, 2019. The Company received the certified copy of the said order and filed the same with the respective Registrar of Companies on 1 April 2021. Accordingly figures of previous year have been restated to give effect to the Scheme.

The management believes that this merger will offer product, customer, sales channel and technology synergies and create value for all stakeholders of the Company.

b) Detail of consideration

The scheme provides for issue of equity shares or non-convertible redeemable preference shares by the Transferee Company in the manner set out in the Scheme on amalgamation of the Transferor Companies with the Transferee Company. On the Scheme of amalgamation becoming effective, the Company may issue

(i) 12,527,570 equity shares having face value of '' 2 each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for equity shares of Transferee Company Or

(ii) 29,331,337 preference shares having face value of '' 100/- each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for preference shares of Transferee Company except for 1,653,152 equity shares having face value of '' 2 each to be issued to non resident shareholders. This is in view of the applicable law where eligible non resident member shall compulsorily be issued Transferee Company''s equity shares, the amount of such consideration being '' 52 crore. Accordingly, it is accounted for under Other Equity. During the year, these shares were acquired from a non resident member and accordingly adequate accounting is carried out in Other Equity.

Since as on the date of these financial statements, the resident shareholders of the Transferor Companies have the option to opt for either equity shares or non convertible redeemable preference shares of the Transferee Company towards the consideration, an amount of '' 348.88 crore has been shown in the current financial liabilities as per applicable accounting standards.

Minority shareholder in Harita Fehrer Limited (subsidiary of Transferror Company 5) exercised its right to sell its stake at an agreed valuation of INR 115 crores as per the agreement. Accordingly an amount of '' 115 crores has been considered as current financial liability in these financial statements by a corresponding debit to Investment thereby making it as 100% subsidiary of the Company.

Above goodwill is evaluated for impairment annually. The recoverable amount of these cash generating units have been determined based on value in use model. Value in use has been determined based on future sales estimates, margins, growth rate, discount rate, etc. As at March 31, 2021, the estimated cash flows for a period of 5 years were developed using internal forecasts. Weighted average cost of capital and long term revenue growth is considered as 17% and 4% respectively. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

d) Costs amounting to '' 20.39 crores related to acquisition (including stamp duty on assets transferred) is charged to Statement of Profit and Loss on the appointed date.

e) Harita Venu Private Limited and Harita Cheema Private Limited (Transferor Companies) were registered under section 45-IA of the Reserve Bank of India Act, 1934 and which have been surrendered post approval of the scheme by the NCLT.

f) The approved scheme has allowed the Company to take benefit of the authorised share capital of the Transferor Companies.

59. IMPACT OF COVID-19 ON STANDALONE FINANCIAL STATEMENTS:

In view of the pandemic relating to COVID - 19, the Company has considered internal and external information and has performed an analysis based on current estimates while assessing the recoverability of investments, property plant and equipment, intangible assets, right-of-use assets, trade receivables, other current and financial assets, for any possible impact on the Financial statements. The Company has also assessed the impact of this whole situation on its capital and financial resources, profitability, liquidity position, internal financial reporting controls etc. and is of the view that based on its present assessment this situation does not materially impact the financial statements. However, the actual impact of COVID - 19 on the financial statements may differ from that estimated due to unforeseen circumstances and the Company will continue to closely monitor any material changes to future economic conditions.

The accompanying notes form an integral part of the standalone financial statements.

---

Mar 31, 2018

1 Corporate information

Minda Industries Limited is a public company domiciled and headquartered in India. It was incorporated on 16 September 1992 under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) having its registered office at B64/1, Wazirpur Industrial Area, Delhi-110052, India.

Company is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories. The Company caters to both domestic and international markets

2 (a) Basis of preparation

A. Statement of compliance

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the Act’) and other relevant provisions of the Act.

The financial statements up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under Section 133 and other relevant provisions of the Act.

As these are the Company’s first financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 55.

The financial statements were authorised for issue by the Company’s Board of Directors on 22 May 2018.

Details of the Company’s accounting policies are included in Note 2(b).

B. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest crores, unless otherwise indicated.

C. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items:

D. Use of estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Critical estimates and judgements

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Areas involving critical estimates or judgements are:

- Estimation of current tax expense and payable

- Note 44

- Estimation of fair value of unlisted securities

- Note 53

- Estimation of defined benefit obligation - Note 43

- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources - Note 38

- Leases; whether as arrangement contains a lease.

- Lease classification.

- Impairment of Financial Assets

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

E. Measurement of fair values

A number of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

- Note 45 - share-based payment;

- Note 53-financial instruments;

*Trade receivables (unsecured, considered good) includes Rs.21.98 crores (Previous yearRs.12.45 crores as at 31 March 2017 and Rs.19.01 crores as on 31 March 2016) due from private companies in which director is a director and Rs.0.14 crore (previous year Rs.0.35 crore ason31 March 2017 and Rs.0.38 crores as on 1 April 2016).

The companies exposure to currency and liquidity risks related to the above financial liabilities is disclosed in Note 51.

(i) (a) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value ofRs.2/- per share (31 March 2017 Rs.2/- per share and Rs.10/- per share as at 1 April 2016). Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

During the year, the Board, in its meeting held on 13 February 2018, declared an interim dividend ofRs.1.2/- per equity share i.e. 60% (previous yearRs.1.2/- per equity share).

Further, the Board, in its meeting on 22 May 2018, has recommended a final dividend ofRs.1.60/- per equity share i.e. 80% for the financial year ended 31 March 2018 (previous yearRs.1/- per equity share). The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on 08 August 2018 and, if approved, would result in a cash outflow of approximately Rs.16.86 crores including corporate dividend distribution tax.

(b) Rights, preferences and restrictions attached to preference shares

The Company issued 3% cumulative redeemable preference shares of class ‘C’ having par value of Rs.10/- per share on 17 February 2010. Each Shareholder had right to receive Axed preferential dividend at a rate of 3% on the paid up capital of the Company. Preference shareholders also had right to receive all notices of general meetings of the Company but no right to vote at any meetings of the Company save to the extent and in the manner provided in the Companies Act, 2013.

Preference shareholders neither had right to participate in any offer or invitation by way of right or otherwise to subscribe additional shares nor they had right to participate in any issue of bonus shares or shares issued by way of capitalization of reserves.

3,500,000 3% Cumulative redeemable preference shares of Rs.10/- each have been redeemed on 20 February 2017 at par.

(vi) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash for the period offive years immediately preceding the balance sheet date is Nil.

(vii) The Company has not allotted any bonus shares or bought back any shares during the current year or for a period of five years immediately preceding the balance sheet date.

(viii) Pursuant to the shareholders approval dated 11 August 2016, the Company in the previous year had sub-divided its equity shares of Rs.10/- each into equity shares ofRs.2/- each for which 14 September 2016 was fixed as the record date. Accordingly, the basic and diluted earnings per share and the number of shares disclosed in Note 37 for previous year had been computed based on the revised number of shares and face value ofRs.2/- per equity shares.

(ix) Preference shares being compound financial instruments has been included under debt and other equity.

* Tax on dividend paid is net of credit of Rs.3.17 Crores (Rs.1.83 crores as on 31 March 2017, Rs. Nil as on 1 April 2016). Credit is on account of dividend distribution tax on dividend received from subsidiary companies.

** Shares reserved for issue under option (refer note 45)

The description of the nature and purpose of each reserve within other equity is as follows:

a) Securities premium: Securities premium is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Companies Act 2013, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

b) Capital redemption reserve: The capital redemption reserve is a non-distributable reserve and represents preference shares redeemed.

c) General reserve: The parent company appropriates apportion to general reserve out of profits voluntarily and the said reserve is available for payment of dividend to shareholders.

d) Employee stock options reserve: The Company has share option schemes under which options to subscribe for the Company’s shares have been granted to certain executives and senior employees. The reserve is used to recognise the value of equity settled stock options provided to employees, including key management personnel, as part of their remuneration. Refer to Note 45 for further details of these plans.

e) Equity component of Other financial intruments:

Equity component of Other financial intruments is credited to other equity

f) Other comprehensive Income (OCI) amount pertaining to remeausuremnents of defined benefit liabilities (Asset) -comprises acturial gain & losses.

The Company has made a warranty provision on account of sale of products with warranty clause. These provisions are based on management’s best estimate and past trends. Actual expenses for warranty are charged directly against the provision. Un-utilised provision is reversed on expiry of the warranty period. Also refer Note 47

**As per section 135 of the Companies Act, 2013, CSR committee was formed by the Company. The area for CSR activities is promoting education and self employment enhancement. A sum of Rs.1.99 crores (previous year Rs.1.41 crores) (which is at par with the provision @ 2% of average net profit of preceding 3 years ofRs.1.91 crores) was contributed to Corpus Fund of S.L.Minda Charitable Trust and Moga Devi Charitable Trust.

3.1 Details of Research & Development Expenses booked in the respective heads

The Company has incurred expenses on its in- house R & D centres located at Manesar, Sonepat and Pune approved and recognised by the Ministry of Science & Technology, Government of India. Above expenses are included in under respective account heads.

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantees given by the Company and outstanding as at 31 March 2018 amounting to Rs.10 crores ( Rs.59.21 crores as on 31 March 2017, Rs.48.82 as on 1 April 2016) in respect of loans borrowed by related parties. Further, the Company has also provided ‘letter of comfort’ amounting to Rs.177.70 crores (previous year Rs.183.91 crores as on 31 March 2017, Rs.155.77 crores as on 1 April 2016) in respect of loans taken by related parties from banks.

(c) Liability of customs duty towards export obligation undertaken by the Company under “Export Promotion Capital Goods Scheme (EPCG)” amounting to Rs.4.86 crores (Rs.1.95 crores ason31 March 2017, Rs.1.35 crores as on 1 April 2016).

The Company had imported Capital goods under EPCG and saved duty to the tune ofRs.4.86 crores (Rs.1.95 crores as on 31 March 2017, Rs.1.35 crores as on 1 April 2016).

As per the EPCG terms and conditions, Company needs to export Rs.29.16 crores (Rs.11.70 crores as on 31 March 2017, Rs.8.07 crores as on 1 April 2016) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Company does not export goods in prescribed time, then the Company may have to pay interest and penalty thereon.

(d) The Company has availed sales tax incentives for its unit at Pune, Maharashtra, from the Government of Maharashtra amounting to Rs. Nil (Rs.0.34 crores as on 31 March 2017, Rs.3.35 crores as on 1 April 2016). In accordance with Scheme of Government of Maharashtra for Development of Industries, the amount may be refundable to the Government, if specified conditions are not fulfilled, within the prescribed time.

4 Capital and other commitments (net of advances)

Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2018 aggregates to Rs.26.37 crores (Rs.6.52 crores asat31 March 2017, Rs.6.59 Crores as at 1 April 2016).

5 Discontinuing operations

(i) During the previous year, the Board of Directors, subject to the consent of the shareholders of the Company approved the plan to hive off, to sell, transfer, assign or otherwise dispose off the Company’s business related to manufacturing and trading of Batteries to its wholly owned subsidiary viz. Minda Storage Batteries Private Limited (formerly Panasonic Minda Storage Batteries India Private Limited) on or before 30 April 2017. The shareholders accorded their consent to the aforesaid resolution. The hive off was effected on 1 April 2017. The net assets of business aggregated to Rs.21.66 crores as at 31 March 2017. Accordingly, the Battery business of the Company has been treated as discontinued operations for the purpose of these financial statements. The required relevant information for the discontinuing operations is as below:

(ii) During the year, the Board of Directors of the Company, subject to the consent of the shareholders approved the plan to hive off, to sell, transfer, assign or otherwise dispose off the Company’s manufacturing unit at Sonepat related to manufacturing of two wheeler lights to its wholly owned subsidiary viz. Rinder India Private Limited in the following year. The shareholders of the Company have accorded their consent to the aforesaid resolution on 30 March 2018. The net assets of business aggregated to Rs.3.77 crores as at 31 March 2018. Accordingly, it has been treated as discontinuing operations for the purpose of these financial statements. The required relevant information for the discontinuing operations for all the periods presented is as below:

6 During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to Rs.0.39 crore towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurugram, and Haryana. The Company paid Rs.0.02 crore and had also filed a Special Leave Petition (SLP) with the Hon’ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited Rs.0.09 crore as under protest with the authorities. During the previous years, the Company had filed a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had agreed to pay the total liability of Rs.0.28 crore and the interest thereon amounting to Rs.0.47 crore (previous year Rs.0.44 crore) towards revised CLU charges after adjusting the amount of Rs.0.11 crore paid earlier.

During the year, the Company had applied for grant of license under ‘Affordable Housing Policy- 2013’ on the land measuring 5 acres in revenue estate of Village Nawada, Fatehpur Sector-81, Gurugram and paid scrutiny fee (non-refundable) amounting to Rs.0.03 crore in this respect.

On issue of license either under ‘Residential Group Housing Colony scheme’ or under ‘Affordable Housing Policy 2013’, CLU charges would be payable as per terms and conditions of the scheme.

7 Segment Information

As per Ind AS 108 - “Operating Segment” , segment information has been provided under the Notes to Consolidated Financial Statements. Please refer Note 27 revenue from Operations.

8 Disclosure pursuant to Ind AS19on “Employee Benefits”

A. Defined benefit plans (Gratuity)

Gratuity

Gratuity is payable to all eligible employees of the Company on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act, 1972.

(i) Risk exposure

Inherent risk

The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, this exposes the Company to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks

Salary inflation risk

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

*The Company is maintaining its gratuity fund with L.I.C. through Minda Industries Limited Gratuity Trust. Accumulated contribution by the Company as on 31 March 2018 is Rs.4.11 crores (previous yearRs.3.82 crores). LIC is paying interest on this contribution annually which is considered as income of the Trust. During the current year interest accrued on this fund is Rs.0.28 crores (previous year V 0.28 crores). Contribution by the Company during the current year is Rs. Nil (previous year’ Nil)

(viii) Principal actuarial assumptions at the balance sheet date are as follows:

a) Economic assumptions:

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate taking account of inflation, seniority, promotion and other relevant factors on long term basis.

b) Defined contribution plan

An amount ofRs.10.73 crores (previous yearRs.9.69 crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards Provident Fund, deposited with the Government authorities and has been included under employee benefits expense in the Statement of Profit and Loss. An amount ofRs.0.52 crores (previous yearRs.0.49 crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards Superannuation Fund, and has been included under employee benefits expense in the Statement of Profit and Loss. Further an amount of Rs.1.82 crores (previous year Rs.1.35 crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards ESI Fund, and has been included under employee benefits expense in the Statement of Profit and Loss.

9 Share based payments

The members of the Company had approved ‘Minda Employee Stock Option Scheme 2016’ at the Annual General Meeting held on 11 August 2016.The plan envisaged grant of stock options to eligible employees at market price in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

This scheme provided for conditional grant of Performance Shares at nominal value to eligible management employees as determined by the Compensation Committee of the Board of Directors from time to time. The performance measures under this scheme include group achieving the target market capitalisation.

The maximum number of equity shares to be allotted under the scheme are 1,500,000. The number of options granted under the 2016 Performance Share Schemes are 888,000 equity shares at an exercise price ofRs.180/- each and 98,750 equity shares at an exercise price of Rs.392/- each. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

The risk free interest rates are determined based on the zero-coupon yield curve for Government Securities or Government bonds with maturity equal to the expected term of the option. Volatility calculation is based on annualized standard deviation of the continuously compounded rate of return of the stock over a period of time. The historical period taken into account to match the expected life of the option. Dividend yield has been arrived by dividing the dividend for the period with the current market price.

10 The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year-end has been made based on information received and available with the Company

11 The Company has made warranty provision on account of sale of products with warranty clause. These provisions are based on management’s best estimate and past trends. Actual expenses for warranty are charged directly against the provision. Un-utilized provision is reversed on expiry of the warranty period. The movement of the provision is as follows:

12 Operating lease

The Company has taken certain premises and machineries on cancellable operating leases. Future minimum rental payables under non-cancellable operating lease are as follows :-

13 During the previous year, the Company came out with issue of equity shares to qualified institutional buyers (‘QIB’) aggregating to Rs.300.00 crores. The Company had approved the issue of 7,092,125 equity shares of Rs.2 each, at an issue price ofRs.423.00 per equity share (? 421.00 per share towards share premium). The shares were fully subscribed and were allotted on 3 April 2017. The issue was within the authorized capital of the Company. The Company incurred expenses amounting to Rs.5.23 crores in relation to the aforesaid placement. These expenses had been adjusted against the balance of securities premium during the year at the time of allotment of shares.

14 The Company has established a comprehensive system of maintenance of information and documents are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

15 Financial Risk Management objectives

The Company, as an active supplier for the automobile industry expose its business and products to various market risks, credit risk and liquidity risk. The Company’s decentralised management structure with the main activities in the plants make necessary organised risk management system. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks:

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency risk, interest rate risk and price risks, such as equity price risk and commodity price risk. The sensitivity analyses in the following sections relate to the position as at 31 March 2018. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other postretirement obligations; provisions; and the non-financial assets and liabilities.

(i) Foreign currency risk

The Company’s risk management policy is to hedge a part of its estimated foreign currency exposure in respect of forecast sales and purchases. The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.

Foreign currency risk sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in currency exchange rates, with all other variables held constant. The impact on the company profit before tax is due to changes in the fair value of monetary assets and liabilities.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. During 31 March 2018 and 31 March 2017, the Company’s borrowings at variable rate were mainly denominated in INR, EURO and USD.

The Company’s fixed rate borrowings are carried at amortised cost.

The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:

Sensitivity analysis

For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.

(iii) Commodity price risks

The Company sells largely to OEMs. There is regular negotiation / adjustments of prices with these OEMs for changes in commodity prices. Further, the Company is taking initiatives like operational transformation project for cost reduction and optimization.

b) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

(i) The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company’s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables.

The Company has developed guidelines for the management of credit risk from trade receivables. The Company’s primary customers are major automobile manufacturers (OEMs) with good credit ratings. All clients are subjected to credit assessments as a precautionary measure, and the adherence of all clients to payment due dates is monitored on an ongoing basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of Axed deposits that are with recognised commercial banks and are not past due over past years, banks and are not past due over past years.

(i) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Management has assessed that trade receivables, cash and cash equivalents, other bank balances, loans, investments, other financial assets, borrowings, trade payables and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(ii) Costs of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long-term strategic purpose.

(iii) Discount rate used in determing fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Investment in unquoted equity shares amount to Rs.20.21 crores ( Rs.0.03 crores 31 March 2017 and Rs.0.03 crores 1 April 2016) is valued at fair value (level 3). There is no movement in valuation of such investment during the year and previous year.

16 Capital management

The Company’s objectives when managing capital is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors NET Debt to EBITDA ratio i.e. Net debt (total borrowings net of cash and cash equivalents) divided by EBITDA (Profit before tax plus depreciation and amortization expense plus finance costs). The Company’s strategy is to ensure that the Net Debt to EBITDA is managed at an optimal level considering the above factors. The Net Debt to EBITDA ratios are as follows:

* Net Debt for previous year 31 March 2017 was negative and hence considered NIL.

17 First time adoption of Ind AS

As stated in Note 2a, these financial statements for the year ended 31 March 2018, are the Company’s first financial statements prepared in accordance with Ind AS. For the periods upto and included 31 March 2017, the Company had prepared its financial statements in accordance with Accounting Standards notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Act (‘previous GAAP’).

Accordingly, the Company has prepared these financial statements which comply with Ind AS applicable for year ended on 31 March 2018, together with the comparative period data for the year ended 31 March 2017 and Ind AS opening balance sheet as at 1 April 2016. Further, in presenting the comparative information, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

The accounting policies set out in Note 2b have been applied in preparing these financial statements for the year ended 31 March 2018 including the comparative information for the year ended 31 March 2017 and the opening consolidated Ind AS balance sheet on the date of transition i.e. 1 April 201 6.

Exemptions applicable and availed

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has availed the following exemptions:

A Ind AS Optional exemptions

i. Deemed cost for property, plant and equipment and intangible assets:

The Company has elected to continue with the carrying value of all of its plant and equipment and intangible assets as recognised as of 1 April 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

ii Investment in subsidiary, joint ventures, and associates

The Company has elected to carry its investment in subsidiary (other than that in MJ Casting Limited), joint venture, and associates at deemed cost which is its previous GAAP carrying amount at the date of transition to Ind AS.

B Mandatory exceptions

i. Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS or as at the end of the comparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is a objective evidence that those estimates were in error. However the estimates should be adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition or at the end of comparative period, as the case may be.

The estimates at 1 April 2016 and at 31 March 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies, if any).

ii. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

* It includes profit ofRs.5.82 of Lighting (Sonepat) Division being discontinuing in the currentyear.

Footnotes to the reconciliation of equity as at 1 April 2016 and 31 March 2017 and profit or loss for the year ended 31 March 2017: a Expected credit loss

On transition to Ind AS, the Company has recognised impairment loss on trade receivables based on the expected credit loss model as required by Ind AS 109. Consequently, trade receivables have been reduced with a corresponding decrease in retained earnings on the date of transition and there has been an incremental provision for the year ended 31 March 2017.

b Financial liability

In respect of cumulative redeemable preference shares, the liability component is equal to the present value of the redemption amount. Equity component is equal to proceeds less liability component.

c Investments:

Applying the exemptions given under Ind AS 101, the company has used the carrying value of investments in its subsidiaries, associates and joint ventures as the deemed cost of such investments, except in respect of investment in MJ Casting Limited when the fair value on the date of transaction has been used as the deemed cost.

At the date of transition to Ind AS, difference between the fair value of investment and IGAAP carrying amount has been recognised in retained earnings.

d Government grant:

Under previous GAAP, government grants (in the nature of export promotion capital goods) that were given with reference to duty saved on import of property plant and equipment were capitalized at net value. Under Ind AS, Government grants relating to the purchase of property, plant and equipment shall be presented in the balance sheet by setting up the grant as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income.

e Retained Earnings

Retained earnings has been adjusted consequent to the IND AS adjustments,

f Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

g Revenue from operations:

(i) Under IGAAP, cash discounts and other discounts directly attributable to sales was recognised as part of other expenses which has been adjusted against the revenue under Ind AS during the year ended 31 March 2017.

(ii) Under IGAAP, revenue was presented net of excise duty. However, as per Schedule III to the Companies Act, 2013, revenue from operations is to be shown inclusive of excise duty. Accordingly, excise duty has been included in revenue from operations and shown separately as an expense.

h Share Based Payments:

Under IGAAP, the Company opted for the option to recognise the intrinsic value of the Share based payments as an expense. Ind AS 102 requires the fair value of the share options to be determined using an appropriate pricing model recognised over the vesting period.

i Defined benefit liabilities:

Both under IGAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under IGAAP, the entire cost, including actuarial gains and losses, are charged to Statement of Profit and Loss. Under Ind AS, remeasurements (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

j Other comprehensive income

Under Previous GAAP, the Company has not presented Other Comprehensive Income (OCI) separately. Hence, it has reconciled Previous GAAP profit to profit or loss as per Ind AS. Further, Previous GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

k Cash flow statement

The transition from previous GAAP to Ind AS do not have a material impact on the statement of cash flows.

18. During the previous year, the Company had specified bank notes or other denomination note as defined in MCA notification G.S.R. 308(E) dated 31 March 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from 8 November 2016 to 30 December 2016. The denomination wise SBNs and other notes as per the notification is given below:

* The term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated 8 November 2016.

. **Other denomination notes represents other than ‘Specified Bank Notes’ referred above.

The Notes referred to above form an integral part of the financial statements

---

Mar 31, 2017

# Included in other current assets - Qualified Institutions Placement expenses

** As per section 135 of the Companies Act, 2013, CSR committee was formed by the Company. The area for CSR activities is promoting education and self employment enhancement. A sum of Rs, 1.41 Crore (which is at par with the provision @ 2% of average net profit of preceding 3 years of Rs, 1.32 Crore) was contributed to Corpus Fund of S.L.Minda Charitable Trust and Moga Devi Charitable Trust for utilization on CSR activities.

Contingent liabilities relating to other cases RS,0.71 Crore (previous year RS,0.74 Crore).

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantees given by the Company and outstanding as at 31 March 2017 amounting to RS,59.21 Crore (previous year RS,48.82 Crore) in respect of loans borrowed by related parties. Further, the Company has also provided ‘letter of comfort’ amounting to RS,183.91 Crore (previous year RS,155.77 Crore) in respect of loans taken by related parties from banks.

(c) Liability of Customs duty towards export obligation undertaken by the Company under “Export Promotion Capital Goods Scheme (EPCG)” amounting to RS,1.95 Crore (Previous year RS,1.35 Crore).

During the current year the Company had imported Capital goods under EPCG and saved duty to the tune of RS,1.95 Crore (previous year H1.35 Crore). As per the EPCG terms and conditions, Company needs to export RS,11.70 Crore (previous year RS,8.07 Crore) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Company does not export goods in prescribed time, then the Company may have to pay duty on imported capital goods, including interest and penalty thereon.

(d) The Company has availed sales tax incentives for its unit at Pune, Maharashtra, from the Government of Maharashtra amounting to RS,0.34 Crore (previous year RS,3.35 Crore). In accordance with Scheme of Government of Maharashtra for Development of Industries, the amount may be refundable to the Government, if specified conditions are not fulfilled, within the prescribed time.

Note . capital and other commitments (net of advance)

Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2017 aggregates to RS,6.52 Crore (previous year RS,6.59 Crore).

As per Accounting Standard- 4 (Revised), the Company cannot create provision for dividend proposed after the balance sheet date unless a statute requires otherwise. Rather, Company will need to disclose the same in notes to the financial statements. Accordingly, the Company has disclosed dividend proposed by board of directors after the balance sheet date in the notes to the financial statements. Refer note 3.

note 2. Additional investments

The Company has made following additional investments during the current year:

1. 40,924,800 equity shares of ROKI Minda Co. Private Limited (face value of H10/- each) for a total consideration of RS,43.08 Crore.

2. Additional 5,927,730 equity shares of Minda TG Rubber Private Limited (face value of H10/- each) for a total consideration of RS,5.93 Crore.

3. Additional 32,732,000 equity shares of Minda Kosei Aluminum Wheel Private Limited (face value of H10/- each) for a total consideration of RS,32.73 Crore.

4. Additional 2,100,000 equity shares of Global Mazinkert, S.L. (face value of Euro1 each) for a total consideration of RS,15.98 Crore.

5. 84,996 equity shares of H100/- each fully paid up of Rinder India Private Limited for a total consideration of RS,39.68 Crore.

6. 188,600,000 equity shares of RS,10/- each of Minda Storage Batteries Private Limited for a total consideration of RS,9.05 Crore.

7. Additional 4,178,571 equity shares of Kosei Minda Aluminum Company Private Limited (face value of RS,10/- each) for a total consideration of RS,4.18 Crore.

note 3.

During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to RS,0.39 crore towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurgaon, and Haryana. The Company paid RS,0.02 crore and had also filed a Special Leave Petition (SLP) with the Hon’ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited RS,0.09 crore as under protest with the authorities. During the previous years, the Company had filed a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had agreed to pay the total liability of RS,0.28 crore and the interest thereon amounting to RS,0.44 crore (previous year RS,0.41 crore) towards revised CLU charges after adjusting the amount of H0.11 crore paid earlier.

During the year 2013-14, the Company had applied for grant of license under ‘Affordable Housing Policy- 2013’ on the land measuring 9.9625 acres in revenue estate of Village Nawada, Fatehpur Sector-81, Gurgaon and paid scrutiny fee (non-refundable) amounting to RS,0.15 crore in this respect.

On issue of license either under ‘Residential Group Housing Colony scheme’ or under ‘Affordable Housing Policy 2013’, CLU charges would be payable as per terms and conditions of the scheme.

note 4. Segment information

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

As the Company’s business activity primarily falls within a single business segment i.e. Auto Components including Electrical Parts and its Accessories as primary segment, thus there are no additional disclosures to be provided under Accounting Standard 17 - ‘Segment Reporting’. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

* on the basis of location of customers.

** on the basis of location of the assets.

Assets used in the Company’s business and liabilities contracted in respect of its business activities, are not identifiable in line with the above reportable segments as the assets and liabilities contracted are used interchangeably between the segments. Accordingly, except for trade receivables, no separate identification relating to other segment assets and liabilities has been made.

note 5. Related Party Disclosures (i) Related parties where control exists:

Subsidiaries (including step down subsidiaries) Minda Auto Components Limited

Minda Kosei Aluminum Wheel Private Limited Minda TG Rubber Private Limited (w.e.f. 30 March 2016)

Minda Kyoraku Limited M J Casting Limited (w.e.f. 1 August 2015)

Minda Distribution and Services Limited

PT Minda Asean Automotive (stepdown subsidiary) (w.e.f. 1 July 2015) PT Minda Trading (Indirect Subsidiary) (w.e.f. 1 July 2015)

SAM Global Pte. Ltd (w.e.f. 1 July 2015)

Minda Industries Vietman Company Limited (stepdown subsidiary) (w.e.f. 1 July 2015)

Global Mazinkert S.L.

Clarton Horn, Spain (Indirect subsidiary)

Clarton Horn Maroc SARL (Indirect subsidiary)

Clarton Horn, Signalakustic GmbH (Indirect subsidiary)

Clarton Horn, Mexico S. De R. L. De C.V. (Indirect subsidiary)

Rinder India Private Limited (w.e.f 3 June 2016)

Minda Storage Batteries Private Limited (w.e.f 23 September 2016)

Light & Systems Technical Centre S.L. Spain (Indirect subsidiary) (w.e.f 26 June 2016)

Partnership firm YA Auto Industries (w.e.f. 8 August 2016)

(ii) Other related parties with whom transactions have taken place during the year/ previous year and the nature of related party relationship:

Associates Mindarika Private Limited

Minda NexGenTech Limited

Kosei Minda Aluminum Company Private Limited (w.e.f 29 March 2016)

Partnership firms Auto Component (Firm)

Yogendra Engineering (Firm)

Joint ventures (jointly controlled entities) Minda Emer Techonologies Limited

M J Casting Limited (upto 31 July 2015)

Roki Minda Co. Private Limited (w.e.f 1 October 2016)

Rinder Riduco, S.A.S. Columbia (Indirect Joint Venture w.e.f 10 June 2016)

Key management personnel Mr. Nirmal K. Minda

(ii) Other related parties with whom transactions have taken place during the year/ previous year and the nature of related party relationship:

{Chairman and Managing Director(‘CMD’)}

Mr. Sudhir Jain (CFO)

Mr. H.C. Dhamija ( Company Secretary)

Relatives of key management personnel Mrs. Suman Minda (wife of CMD)

Mrs. Paridhi Minda Jindal (daughter of CMD)

Mrs. Palak Minda (daughter of CMD)

Mr. Vivek Jindal (son-in-law of CMD)

Other entities over which key management personnel and their rela- Minda Investments Limited tives are able to exercise significant influence Minda International Limited

Minda Corporation Limited Nirmal K. Minda (HUF)

Minda Industries (Firm)

Minda Spectrum Advisory Limited Samaira Engineering (Firm)

S.M.Auto Industries (Firm)

Shankar Moulding Ltd.

Maa Rukmani Devi Auto Limited

MI Torica India Private Limited

Minda F Ten Private Limited

Fujitsu Ten Minda Private Limited

Minda Mindpro Limited

Minda Nabtesco Automotive Private Limited

# Nil in previous year column represent H Nil or transaction less than 10% of the class of transaction.

* Excluding taxes.

Note 6. Disclosure pursuant to Accounting Standard-15 on “Employee Benefits”

a) Defined contribution plan

An amount of RS,9.69 Crore (previous year RS,8.36 Crore) for the year, has been recognized as an expense in respect of the Company’s contribution towards Provident Fund, deposited with the Government authorities and has been included under employee benefit expense in the Statement of Profit and Loss. An amount of RS,0.49 Crore (previous year RS,0.42 Crore) for the year, has been recognized as an expense in respect of the Company’s contribution towards Superannuation Fund, and has been included under employee benefit expense in the Statement of Profit and Loss. Further an amount of RS,1.35 Crore (previous year RS,1.19 Crore) for the year, has been recognized as an expense in respect of the Company’s contribution towards ESI Fund, and has been included under employee benefit expense in the Statement of Profit and Loss.

b) Defined benefit plans

Gratuity is payable to all eligible employees of the Company on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act, 1972.

The members of the Company had approved ‘Minda Employee Stock Option Scheme 2016’ at the Annual General Meeting held on 11 August 2016. The plan envisaged grant of stock options to eligible employees at market price in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

This scheme provided for conditional grant of Performance Shares at nominal value to eligible management employees as determined by the Compensation Committee of the Board of Directors from time to time. The performance measures under this scheme include group achieving the target market capitalization.

The maximum number of equity shares to be allotted under the scheme are 1,500,000. The number of options granted under the 2016 Performance Share Schemes are 888,000 equity shares at an exercise price of RS,180/- each and 98,750 equity shares at an exercise price of RS,392/- each. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

The Company has adopted the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India in respect of stock options granted.

The Employee Stock Option Plan includes employees of Minda Industries Limited and its subsidiaries. The cost reimbursed by subsidiaries for the year is RS,0.85 crore.

The Company’s profit for the year and earnings per share would have been as under, had the compensation cost for employees’ stock options been recognized based on the fair value at the date of grant in accordance with Black Scholes model. The fair value of the underlying shares has been determined by an independent valuer.

The risk free interest rates are determined based on the zero-coupon yield curve for Government Securities or Government bonds with maturity equal to the expected term of the option. Volatility calculation is based on annualized standard deviation of the continuously compounded rate of return of the stock over a period of time. The historical period taken into account to match the expected life of the option. Dividend yield has been arrived by dividing the dividend for the period with the current market price.

* The term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated 8 November 2016.

**Other denomination notes represents other than ‘Specified Bank Notes’ referred above.

During the year, the Company came out with issue of equity shares to qualified institutional buyers (‘QIB’) aggregating to Rs, 300.00 Crore. The Company approved the issue of 7,092,125 equity shares of Rs, 2 each, at an issue price of Rs,423.00 per equity share (Rs,421.00 per share towards share premium). The shares were fully subscribed and were allotted on 3 April 2017. The issue is within the authorized capital of the Company. The Company incurred expenses amounting to Rs,5.23 Crore in relation to the aforesaid placement. These expenses have been adjusted against the balance of securities premium subsequent to the year end at the time of allotment of shares.

note 7.

The Company has established a comprehensive system of maintenance of information and documents are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

note 8.

Previous year figures have been reclassified / regrouped, wherever required, to confirm to current year classification

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Mar 31, 2016

(i) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding. During the year, the amount of per share dividend recognised as distributions to equity shareholders is Rs.7 (previous year Rs.6).

(ii) Rights, preferences and restrictions attached to preference shares

The Company has issued 3% cumulative redeemable preference shares of class ''C'' having par value of Rs.10 per share. Each Shareholder has right to receive fixed preferential dividend at a rate of 3% on the paid up capital of the Company. Preference shareholders also have right to receive all notices of general meetings of the Company but no right to vote at any meetings of the Company save to the extent and in the manner provided in the Companies Act, 2013.

Preference shareholders neither have right to participate in any offer or invitation by way of right or otherwise to subscribe additional shares nor they have right to participate in any issue of bonus shares or shares issued by way of capitalization of reserves.

3,500,000 3% Cumulative redeemable preference shares of Rs.10 each have been allotted on 17 February 2010, redeemable at par, after seven years from the date of allotment. However, same can be redeemed earlier in view of availability of profitability / surplus fund.

In the event of liquidation, preference shareholders have a preference right over equity shareholder to be repaid to the extend of capital paid-up and dividend in arrears on such shares.

(a) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash for the period of five years immediately preceding the balance sheet date:

Equity shares includes

(i) 2,405,128 equity shares of Rs.10 each fully paid up issued during the year 2010-11 for consideration other than cash to the shareholders of Minda Autogas Limited, pursuant to the scheme of amalgamation.

(ii) 1,120,164 equity shares of Rs.10 each fully paid up issued during the year 2011-12 for consideration other than cash to the shareholders of Minda Acoustic Limited, pursuant to the scheme of amalgamation.

(iii) 1,835,000 equity shares of Rs.10 each fully paid up issued during the year 2011-12 on conversion of 3% cumulative compulsorily convertible preference shares of Rs.2,187 each (Class ''B'').

(b) The Company has not allotted any bonus shares or bought back any shares during the current year or for a period of five years immediately preceding the balance sheet date.

Contingent liabilities relating to other cases Rs.74.07(previous year Rs.11.30).

Future cash outflows in respect of the above would be determinable on finalization of judgments / decisions pending with various forums / authorities.

(b) Corporate guarantee given by the Company and outstanding as at 31 March 2016 amounting to Rs.4,882(previous year Rs.7,625) in respect of loans borrowed by related parties. Further, the Company has also provided a ''letter of comfort'' amounting to Rs.15,577(previous year Rs.4,477) in respect of a loan taken by related parties from banks

(c) Liability of Customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods scheme (EPCG)" amounting to Rs.134.53 (Previous year Rs.146.29).

During current period the Company had imported Capital goods under EPCG and saved duty to the tune of Rs.134.53. As per the EPCG terms and conditions, Company need to export Rs.807.15 (previous year Rs.904.45) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Company does not export goods in prescribedtime, then the Company may have to pay duty on imported capital goods, including interest and penalty thereon.

(d) The Company has availed sales tax incentives for its unit at Pune, Maharashtra, from the Government of Maharashtra amounting to Rs.335.26 (previous year Rs.225.65). In accordance with Scheme of Government of Maharashtra for Development of Industries, the amount may be refundable to the government, if specified conditions are not fulfilled, within the prescribed time.

Note 1. Capital and other commitments (net of advance)

Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2016 aggregates to Rs.659.23 (previous year Rs.727.37).

Note 2. Impairment

(i) During the previous years, an impairment charge amounting to Rs.2,213.79 was recorded, up to 31 March 2014 for Battery Division located at Pant Nagar, which was incurring continuous losses. During the year 2014-15, a binding sale agreement for the transfer of Battery Division was concluded on 1 October 2014. Accordingly, based on net selling price (lump sum consideration), an impairment charge to the extent of Rs.1,576.33 (net of depreciation of Rs.637.46) was reversed on 30 September 2014. The same was disclosed as an Exceptional item. The carrying amount of the total assets and liabilities to be hived off is Rs.3,073.32 (previous year Rs.3,981.90) and Rs.474.92 (previous year Rs.879.83) respectively as on 31 March 2016. The date of hiving off which was expected to be 30 September 2015 is being extended to on or before 30 June 2016.

Note 3. Diminution in the value of investment

During the previous year, the Company had recorded diminution other than temporary in value of investment amounting to Rs.1,216.80 based on report of independent valuer in respect of investment in M J Casting Limited, a joint venture entity. The Company made additional investments on 01 August 2015, post which M J Casting Limited has become subsidiary of the Company.

Note 4. Additional Investment

The Company has made following additional investments during the current year;

1. Additional 280.80 lacs Equity Shares of MJ Casting Ltd. (face value of Rs.10/- each) for a total consideration of Rs.1,404

2. 3.125 lacs Equity Shares of Sam Global Pte Ltd., Singapore (face value of USD 1 each) for a consideration of Rs.1,941.44

3. Additional 13,845 equity shares of PT MInda Asean Automotive (face value of USD 10 each) for a total consideration of Rs.613.67

4. Investment in 419.95 lacs Equity Shares of Minda Kosei Aluminum Wheel Pvt. Ltd. (face value of Rs.10/- each) for a total consideration Of Rs.4,199.51

5. 178.50 lacs Equity Shares of Rs.10/- each fully paid up of Minda TG Rubber Private Limited for a total consideration of Rs.1,789.46

6. 245.588 lacs Equity Shares of Rs.10/- each of Kosei Minda Aluminum Co. Private Limited. (face value of Rs.5/- each) for a total consideration of Rs.1,231.0

7. Investment in Rs.0.11 lacs Equity Shares of OPG Power Generation Pvt Ltd. (face value of Rs.10/- each) at premium of Rs.1 for a total consideration of Rs.1.25

Note 5. During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to R39.51 towards revised CLU (change of land use) charges for the land situated at Village NawadaFatehpur, P.O. SikanderpurBadda, Gurgaon, and Haryana. The Company paid Rs.1.58 and had also filed a Special Leave Petition (SLP) with the Hon''ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited Rs.9.50 as under protest with the authorities. During the earlier year, the Company had filled a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had agreed to pay the total liability of R28.43 and the interest thereon amounting to Rs.40.65, towards revised CLU charges after adjusting the amount of Rs.11.08 paid earlier.

During the year 2013-14, the Company had applied for grant of license under ''Affordable housing Policy- 2013'' on the land measuring 9.9625 acres in revenue estate of Village Nawada, Fatehpur Sector-81, Gurgaon and paid scrutiny fee (non- refundable) amounting to Rs.15.35 in this respect.

On issue of license either under ''Residential Group Housing Colony scheme'' or under ''Affordable housing policy 2013, CLU charges would be payable as per terms and conditions of the scheme.

Note 6. Segment Information

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

As the Company''s business activity primarily falls within a single business and geographical segment i.e. Auto Components including Electrical Parts and its Accessories as primary segment, thus there are no additional disclosures to be provided under Accounting Standard 17 - ''Segment Reporting. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

Note 7. Disclosure pursuant to Accounting Standard-15 on "Employee Benefits"

a) Defined contribution plan

An amount of Rs.835.66 (previous year Rs.755.76) for the year, has been recognized as an expense in respect of the Company''s contribution towards Provident Fund, deposited with the government authorities and has been included under employee benefit expense in the Statement of Profit and Loss. An amount of Rs.42.20 (previous year Rs.36.67) for the year, has been recognized as an expense in respect of the Company''s contribution towards Superannuation Fund, and has been included under employee benefit expense in the Statement of Profit and Loss. Further an amount of Rs.119.23 (previous year Rs.111.23) for the year, has been recognized as an expense in respect of the Company''s contribution towards ESI Fund, and has been included under employee benefit expense in the Statement of Profit and Loss.

b) Defined benefit plans

Gratuity is payable to all eligible employees of the Company on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act, 1972.

The obligation for compensated absences is recognized in the same manner as Gratuity.

Note 8. Leases

The Company has taken premises and certain machineries on cancellable operating leases. The lease rentals recognised in the Statement of Profit and Loss for the year 31 March 2016 is Rs.1,206.04 (Previous Year Rs.1,061.08).

Note 9. During the year ended 31 March 2012, one of the manufacturing facilities of the Light division at Pune had incurred loss of fixed assets and inventory on account of fire. During the previous year, the Company has received final claim of Rs.27.52 as full and final settlement of the insurance claim. The same was disclosed as an ''Exceptional item'' in the Statement of Profit and Loss.

Note 10. The Board of Directors, subject to the approval of shareholders & High Court have considered and approved the scheme of merger of MJ Casting Limited (MJCL) with the Company. MJCL is manufacturing Die casting products. The Board also considered and approved the scheme of de-merger, of International Investment Division of Minda Investments Limited & Singhal Fincap Limited and their merger with Minda Industries Limited. The proposed effective date of the scheme is from 1 April 2016.

Note 11. The Company has established a comprehensive system of maintenance of information and documents are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 12. Previous year figures have been reclassified/ regrouped, wherever required, to confirm to current year classification.

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Mar 31, 2014

Note 1 Contingent liabilities

(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable):

in Lacs

Name of the Nature of the Amount Amount Period to which the Forum where dispute is pending statute dues 2013-14 2012-13 amount relates

Income Tax Act,1961 Income Tax 7.48 7.48 Assessment year 2002- 2003 Referred back to AO by Delhi High Court

Income Tax Act,1961 Transfer pricing - 686.00 686.00 Assessment year 2006- 2007 Referred back to Dispute Resolution

Against Section Panel by Income Tax Appellate

143(3) and Tribunal Section 144C

Income Tax Act,1961 Income Tax 10.33 10.33 Assessment year 2007- 2008 Income Tax Appellate Tribunal

Income Tax Act,1961 Income Tax 30.40 7.30 Assessment year 2009- 2010 Commissioner (Appeals) of Income Tax

Income Tax Act,1961 Income Tax 1.52 - Assessment year 2010- 2011 Commissioner (Appeals) of Income Tax

Contingent liabilities relating to other cases Rs. 17.00 (previous year Rs. 23.20).

Future cash outflows in respect of the above would be determinable on fnalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantee given by the Company and outstanding as at 31 March 2014 amounting to Rs. 8,450 (previous year Rs. 3,200) in respect of loans borrowed by related party. Further, the Company has also provided a ''letter of comfort'' amounting to Rs. 4,477 (previous year Rs. 3,877) in respect of a loan taken by a related party from banks.

(c) As per an agreement executed with Maruti Suzuki India Ltd (MSIL) under the ''Maruti Car Scheme'', a loan facility was granted to the Company''s employees and other associates, whereby the Company has guaranteed to repay the loan in case of any default. The amount outstanding as at 31March 2014 is Rs. 3.49 (previous year Rs. 11.51).

(d) The export obligations outstanding as at 31 March 2014 amount to Rs. 2,207.63(previous year Rs. 4,035.38).

(e) The Company has availed sales tax incentives for its unit at Gurgaon, Haryana, from the Government of Haryana as sales tax capital subsidy amounting to Rs. 225.65 (previous year Rs. 225.65). In accordance with Scheme of Government of Haryana for Development of Industries, the amount may be refundable to the government, if specifed conditions are not fulfilled, within the prescribed time.

Note 2 Capital and other commitments (net of advance)

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances Rs. 388.72) as at 31 March 2014 aggregates to Rs. 1,012.61 (previous year Rs. 973.51, net of advances Rs. 571.87).

Note 3 Impairment

(i) Management had created an impairment charge amounting to Rs. 2,392.38 up to 31 March 2013 based on the projected cash flows and valuation of independent value. Based on the performance of the division during the current year and future projections, impairment charge to the extent of Rs. 149.64 (net of depreciation of Rs. 28.95) has been reversed as on 31 March 2014.The same has been disclosed as an ''exceptional item'' in the Statement of Profit and Loss.

(ii) During the previous year, the company had recorded an impairment charge of Rs. 108.92 being the excess of carrying value of fixed assets of Autogas division over its recoverable amount. The same was disclosed as an exceptional item in the Statement of Profit and Loss. Based on the projections, no further charge / reversal has been recorded during the current year.

Note 4 Diminution in the value of investment

The company had recorded diminution other than temporary in the value of investment amounting to Rs. 312 in the previous year. The same was disclosed as an exceptional item in the Statement of Proft and Loss. Based on the current year''s performance and future projections, there has been no reversal to the amount of diminution in the current year.

Note 5 Purchase of Investment

(i) The company had acquired 100% shares of Minda Distribution and Services Limited during the previous year.

(ii) The company had acquired 100% shares of Global Mazinkert S.L., Spain (SPV) on 26 March 2013. The paid up capital of the company is Euro 153,600 (previous year Euro 3,600). This SPV has acquired 100% shareholding of Clarton Horn, Spain from PM An Domestic AG, Germany on 15 April 2013 for Euro 6.8 million. The company Clarton Horn is a leading manufacturer of automotive electronic horns supplying to all major OEMs in Europe.

Note 6

During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to Rs. 39.51 towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurgaon, and Haryana. The Company paid Rs. 1.58 and had also fled a Special Leave Petition (SLP) with the Hon''ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited Rs. 9.50 as under protest with the authorities. During the earlier year, the Company had fled a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had agreed to pay the total liability of Rs. 39.51 and the interest thereon amounting to Rs. 34.40, towards revised CLU charges after adjusting the amount of Rs. 9.50 paid earlier.

During current year, the Company has applied for grant of license under Affordable housing Policy- 2013'' on the land measuring 9.9625 acres in revenue estate of Village Nawada, Fatehpur Sector-81, Gurgaon and paid scrutiny fee (non-refundable) amounting to Rs. 15.35 in this respect.

On issue of license either under ''Residential Group Housing Colony scheme'' or under ''Affordable housing policy 2013'', CLU charges would be payable as per terms and conditions of the scheme.

Note 7 Sale of investment

During the previous year, the Company had disposed off its investment in the equity shares of Minda Automotive Solutions Limited (formerly known as Minda Autocare Limited) to Minda Corporation Limited. The carrying value of these investments was Rs. 73.17 as at 31 March 2012. The proof on sale of investment amounting to Rs. 99.72 (net of taxes) had been disclosed in the Statement of Profit and Loss for the year ended 31 March 2013 as an ''Exceptional item''.

a) Defned contribution plan

An amount of Rs. 671.55 (previous year Rs. 609.07) for the year, has been recognized as an expense in respect of the Company''s contribution towards Provident Fund, deposited with the government authorities and has been included under employee benefit expense in the Statement of Profit and Loss. Further, an amount of Rs. 35.42 (previous year Rs. 39.48) for the year, has been recognized as an expense in respect of the Company''s contribution towards Superannuation Fund, and has been included under employee benefit expense in the Statement of profit and loss.

b) Defined benefit plans

Gratuity is payable to all eligible employees of the Company on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act or as per the Company''s Scheme, whichever is more beneficial.

The obligation for compensated absences is recognized in the same manner as Gratuity.

Note 8

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after fling of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the yearend has been made based on information received and available with the Company

Note 9

Capital work in progress includes borrowing cost capitalized during the year amounting to Rs. 28.62(previous year Rs. 10.25).

The company had fled a claim with its insurers and the claim is expected to settle at a total amount of Rs. 1,320 (basis of replacement cost of the assets). As at 31 March 2013, out of the above, the company had received Rs. 215.39 (previous year Rs. 1,070) from the Insurance Company as an interim payment. The same had been disclosed as an '' Exceptional item'' in the Statement of Proft and Loss.

Note 10

The Company has established a comprehensive system of maintenance of information and documents are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 11

Previous year figures have been reclassified/ regrouped, wherever required, to confirm to current year classification.

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Mar 31, 2013

1. Company overview

Minda Industries Limited is a public company domiciled and headquartered in India. It was incorporated on 16 September 1992 under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE). The Company is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories. The Company caters to both domestic and international markets.

Note 2. Contingent liabilities

(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable):

Name of the statute Nature of the dues Amount

Income Tax Act,1961 Income Tax 7.48

Income Tax Act,1961 Transfer pricing – 686.00 Against Section 143 (3) and Section 144C

Income Tax Act,1961 Income Tax 10.33

Income Tax Act,1961 Income Tax 7.03

Name Period to which the Forum where dispute is pending amount relates

Income Tax Act,1961 Assessment year 2002- 2003 Referred back to AO by Delhi High Court

Income Tax Act,1961 Assessment year 2006- 2007 Referred back to Dispute Resolu- tion Panel by Income Tax Appellate Tribunal

Income Tax Act,1961 Assessment year 2007- 2008 Income Tax Appellate Tribunal

Income Tax Act,1961 Assessment year 2009- 2010 Commissioner (Appeals) of Income Tax

Contingent liabilities relating to other cases Rs.23.20 (previous year Rs.14.70).

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantee: Corporate guarantee given by the Company and outstanding as at 31 March 2013 amounting to Rs.3,200(previous year Rs. 1,500) in respect of loans borrowed by related party. Further, the Company has also provided a ''letter of comfort'' amounting to Rs.3,877(previous year Rs.1,777) in respect of a loan taken by a related party from banks.

(c) As per an agreement executed with Maruti Suzuki India Ltd (MSIL) under the ''Maruti Car Scheme'', a loan facility was granted to the Company''s employees and other associates, whereby the Company has guaranteed to repay the loan in case of any default. The amount outstanding as at 31 March 2013 is Rs.11.51 (previous year Rs.32.61).

(d) The export obligations outstanding as at 31 March 2013 amount to Rs.4,035.38(previous year Rs.5,644.76).

(e) The Company has availed sales tax incentives for its unit at Gurgaon, Haryana, from the Government of Haryana as sales tax capital subsidy amounting to Rs.225.65 (previous year Rs.225.65). In accordance with Scheme of Government of Haryana for Development of Industries, the amount may be refundable to the government, if specified conditions are not fulfilled, within the prescribed time.

Note 3.Capital and other commitments (net of advance)

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31 March 2013 aggregates to Rs.973.51 (previous year Rs.1,754.02).

Note 4. Impairment

(i) The Battery division of the Company has been incurring continuous losses. The shareholders of the Company had approved the hiving off of this division to a separate entity through postal ballot on 28 December 2011. Subsequently, the Board of Directors in their meeting held on 30 March 2012 reviewed the financial position of the division and decided to revive the unit and approved to scale down the operations instead of hiving off division. Accordingly, the Board''s approval was considered as withdrawn and the operations of the Battery Division were disclosed under ''Revenue from operations''.

Management has, however, created an impairment charge amounting to Rs.186.35 (previous year Rs.2,206.03) as at 31 March 2013 based on the projected cash flow (previous year on the basis of valuation of independent valuer). The carrying value of tangible fixed assets of the battery division after providing for the above mentioned impairment charge amounts to Rs.1,544.96 (previous year Rs.1,994.42) as at 31 March 2013. The same has been disclosed as an exceptional item in the Statement of Profit and Loss.

(ii) During the current year, the company has recorded an impairment charge of Rs.108.92 being the excess of carrying value of fixed assets of Autogas division over its recoverable amount. The same has been disclosed as an exceptional item in the Statement of Profit and Loss.

Note 5. Diminution in the value of investment

During the current year, the company has recorded diminution other than temporary in the value of investment amounting to Rs.312. Such diminution has been recorded as an exceptional item in the Statement of Profit and Loss.

Note 6. Purchase of Investment

(i) The company has acquired 100% shares of Minda Distribution and Services Limited during the current year.

(ii) The company has acquired 100% shares of Global Mazinkert S.L., Spain (SPV) on 26 March 2013. The paid up capital of the company is Euro 3600. This SPV has acquired 100% shareholding of Clarton Horn, Spain from PMAn Domestic AG, Germany subsequent to the year end, on 15 April 2013 for Euro 6.8 million. The company Clarton Horns is a leading manufacturer of automotive electronic horns supplying to all major OEMs in Europe.

Note 7. Fire at Light division, Pune

During the previous year, one of the manufacturing facilities of the Light division at Pune had incurred loss of fixed assets and inventory on account of fire. The break-up of assets damaged (i.e. WDV) and expenses due to fire are as follows:

The Company had filed a claim with its insurers and the claim is expected to be settled at a total amount of Rs.1,320 (based on replacement cost of the assets). As at 31 March 2013, out of the above, the Company has received Rs.215.39 (previous year Rs.1,070) from the insurance company as an interim payment. The same has been disclosed as an ''Exceptional item'' in the Statement of Profit and Loss.

Note 8. Amalgamation

During the previous year, the Honorable High Court of Delhi vide it''s order dated 25 August 2011, approved the scheme of Amalgamation of Minda Acoustic Limited (Transferor Company) with the Company as per the provisions of section 391 to 394 and other related provisions of the Companies Act, 1956. The transferor company is engaged in the business of manufacturing and marketing of automotive horns for disks of two, three and four wheelers. The amalgamation was in the nature of a purchase and had been accounted for under the pooling of interests method. The appointed date of the amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation being the date of filing the order with the Registrar of Companies (ROC) was 26 September 2011.

As per the scheme sanctioned

a) All assets and liabilities recorded in the books of the transferor company have been transferred at their respective book values in the books of the Company as on the appointed date.

b) All assets, liabilities, rights and obligations of the transferor company have been transferred and stand vested with the Company with effect from the appointed date.

c) The valuation exercise was carried out by independent valuers and swap ratios were considered based on their reports. Accordingly, the equity shares were allotted as under:

- 1,120,164 equity shares of Rs.10 each of the Company were issued to the shareholders of the transferor company in the ratio of 100 fully paid equity shares of Rs.10 each of the Company for each 1,798 fully paid up equity shares of Rs.10 each held in the transferor company as on record date.

The difference between the amount of share capital of the erstwhile Minda Acoustic Limited (MAL) and the amount of fresh share capital issued by the Company on amalgamation amounting to Rs.1,902.04 has been treated as General Reserve as detailed below:

Note 9.Discontinued operations

During the previous year, the Board of Directors of the Company at its meeting held on 10 August 2011 approved the hiving off of the Blow-moulding division of the Company and issued the notice for postal ballot for shareholder''s approval. Approval of shareholders for hiving off the Blow Moulding division was received on 27 September 2011 and the assets and liabilities of the Blow Moulding Division were transferred to Minda Kyoraku Limited, a subsidiary, at a fair value amounting to Rs.2,276.71 as on 31 December 2011 based on a business/ asset transfer agreement. The Company earned a profit amounting to Rs.958.83 on the transaction and the surplus was disclosed under ''Exceptional Items'' in the Statement of Profit and Loss during the previous year.

The financial information on this discontinued business for the previous year is detailed below:

Note 10.

During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to Rs.39.51 towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurgaon, Haryana. The Company paid Rs.1.58 and had also filed a Special Leave Petition (SLP) with the Hon''ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited Rs.9.50 as under protest with the authorities. During the previous year, the Company had filed a writ petition with the High Court of

Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had agreed to pay the total liability of Rs.39.51 and the interest thereon amounting to Rs.31.27, towards revised CLU charges after adjusting the amount of Rs.9.50 paid earlier.

Note 11. Sale of investment

During the current year, the Company has disposed off its investment in the equity shares of Minda Automotive Solutions Limited (formerly known as Minda Autocare Limited) to Minda Corporation Limited. The carrying value of these investments was Rs.73.17 as at 31 March 2012. The profit on sale of investment amounting to Rs.99.72 (net of taxes) has been recognized in the Statement of Profit and Loss for the year ended 31 March 2013. The same has been disclosed as an ''Exceptional item'' in the Statement of Profit and Loss.

Note 12. Segment Information

Disclosure requirements under Accounting Standard 17 on ''Segment Reporting'', specified by the Companies (Accounting Standards) Rules, 2006 are not applicable as the Company''s business activity falls within a single primary business segment (i.e. manufacturing of automotive parts and accessories) and geographical segment.

Note 13. Disclosure pursuant to Accounting Standard-15 on "Employee Benefits"

a) Pursuant to the adoption of Accounting Standard (AS) 15 (revised 2005) "Employee Benefits", the additional obligations of the Company with respect to certain employee benefits upto 31 March 2007 amounted to Rs.Nil (previous year Rs.184.92) has been adjusted from the general reserve.

b) Defined contribution plan

An amount of Rs.609.07(previous year Rs.632.66) for the year, has been recognized as an expense in respect of the Company''s contribution towards Provident Fund, deposited with the government authorities and has been included under employee benefit expense in the Statement of Profit and Loss. Further, an amount of Rs.39.48 (previous year Rs.37.61) for the year, has been recognized as an expense in respect of the Company''s contribution towards Superannuation Fund, and has been included under employee benefit expense in the Statement of profit and loss.

c) Defined benefit plans

Gratuity is payable to all eligible employees of the Company on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act or as per the Company''s Scheme, whichever is more beneficial.

Note 14.

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year end has been made based on information received and available with the Company.

Note 15. Leases

The Company has taken offices on cancellable operating leases. The lease rentals recognised in the Statement of Profit and Loss for the year 31 March 2013 is Rs.820.53 (Previous Year Rs.794.60)

Note 16

Capital work in progress includes borrowing cost capitalized during the year amount to Rs.10.25 (previous year Rs.Nil).

Note 17

The Company has established a comprehensive system of maintenance of information and documents are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 18

Previous year figures have been reclassified/ regrouped, wherever required, to confirm to current year classification.

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Mar 31, 2012

1. Company overview

Minda Industries Limited is a public company domiciled and headquartered in India. It was incorporated on 16 September, 1992 under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE). The Company is engaged in a diversified business of manufacturing of auto electrical parts including switches, lights, horns, CNG/LPG kits and batteries for the off road, two, three and four wheeler. The Company caters to both domestic and international markets.

Note 2 : Contingent liabilities:

(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable):

Name of the statute Nature of the Dues Amount Period to which Forum where the amount relates dispute is pending

Income Tax Act,1961 Income tax 7.48 Assessment year Honorable High

2002-2003 Court of Delhi

Income Tax Act,1961 Income Tax 4.62 Assessment year Income Tax 2004- 2005 Appellate Tribunal

Income Tax Act,1961 Transfer pricing - Against 686 Assessment year Income Tax Section 143(3) 2006- 2007 Appellate Tribunal and Section 144C

Income Tax Act,1961 Income Tax 10.32 Assessment year Income Tax 2007- 2008 Appellate Tribunal

Income Tax Act,1961 Income Tax 4.11 Assessment year Commissioner 2008- 2009 (Appeals) of Income Tax

Income Tax Act,1961 Income Tax 82.49 Assessment year Commissioner 2009- 2010 (Appeals) of Income Tax

Contingent liabilities relating to other cases Rs. 14.70 (Previous year Rs. 73.94)

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantee : Corporate Guarantee given by the Company and outstanding as on 31 March 2012 amounting to Rs.1,500 (previous year: Rs. 1,500) in respect of loans borrowed by related parties. Further, the Company has also provided a 'letter of comfort' amounting to Rs.1,777 (previous year Rs Nil) in respect of a loan taken by a related party from banks.

(c) As per an agreement executed with Maruti Suzuki India Ltd (MSIL) under the 'Maruti Car Scheme', a loan facility was granted to the Company's employees and other associates, whereby the Company has guaranteed to repay the loan in case of any default. The amount outstanding at the year end is Rs.32.61 (previous year: Rs. 90.53).

(d) The export obligations outstanding as at 31 March 2012 amount to Rs. 5,644.76 (previous year: Rs 7,548.37).

(e) The Company has availed sales tax incentives for its unit at Gurgaon, Haryana, from the Government of Haryana as sales tax capital subsidy amounting to Rs. 225.65 (previous year Rs 225.65). In accordance with Scheme of Government of Haryana for Development of Industries, the amount may be refundable to the Government, if specified conditions are not fulfilled, within the prescribed time.

3 : Capital and other commitments (net of advance)

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31 March 2012 aggregates to Rs. 1,754.02 (previous year: Rs. 264.21).

(b) Detail of other commitments – Rs. Nil (previous year: Rs Nil)

4 : Impairment

The Battery division of the Company was incurring continuous losses. The shareholders of the Company had approved the hiving off of this division to a separate entity through postal ballot on 28 December 2011. Subsequently, the Board of Directors in their meeting held on 30 March 2012 reviewed the financial position of the division and decided to revive the unit and approved to scale down the operations instead of hiving off division. Accordingly, the Board's approval has been considered as withdrawn and the operations of the Battery Division have been disclosed under 'Revenue from operations'.

Management has, however, created an impairment charge amounting to Rs 2,206.03(previous year: Rs. Nil) as at 31March 2012 based on the valuation of an independent valuer. The carrying value of tangible fi xed assets of the battery division after providing for the above mentioned impairment charge amounts to Rs 1,994.42 (previous year: Rs 4,614.56) as at 31 March 2012.

5 : Fire at Light division, Pune

During the current year (August 2011), one of the manufacturing facilities of the Light division at Pune had incurred loss of fixed assets and inventory on account of fire. The break-up of assets damaged (i.e. W D V) and expenses due to fire are as follows:

The Company had file a claim with its insurers and the claim is expected to settle at a total amount of Rs. 1,320 (based on replacement cost of the assets). As at 31 March 2012, out of the above, the Company has received Rs 1,070 from the Insurance company as an interim payment. The same has been disclosed as an 'Exceptional item' in the Statement of Profit and Loss.

6 : Amalgamation

(i) During the current year, the Honorable High Court of Delhi vide it's order dated 25 August 2011, approved the scheme of Amalgamation of Minda Acoustic Limited (Transferor Company) with the Company as per the provisions of section 391 to 394 and other related provisions of the Companies Act, 1956. The transferor company is engaged in the business of manufacturing and marketing of automotive horns for disks of two, three and four wheelers. The amalgamation is in the nature of a purchase and had been accounted for under the pooling of interests method. The appointed date of the amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation being the date of fi ling the order with the Registrar of Companies (ROC) was 26 September 2011.

a) All assets and liabilities recorded in the books of the transferor company have been transferred at their respective book values in the books of the Company as on the appointed date.

b) All assets, liabilities, rights and obligations of the transferor company have been transferred and stand vested with the Company with effect from the appointed date.

c) The valuation exercise was carried out by independent valuers and swap ratios were considered based on their reports. Accordingly, the equity shares were allotted as under:

- 1,120,164 equity shares of Rs. 10 each of the Company were issued to the shareholders of the transferor company in the ratio of 100 fully paid equity shares of Rs. 10 each of the Company for each 1,798 fully paid up equity shares of Rs. 10 each held in the transferor company as on record date.

(ii) During previous year, the Honorable High Court of Delhi vide it's order dated 25 January 2011, approved the scheme of Amalgamation of Minda Autogas Limited (Transferor Company) with the Company as per the provisions of section 391 to 394 and other related provisions of the Companies Act, 1956. The transferor company was engaged in the business of manufacturing of CNG/LPG Kits. The amalgamation is in the nature of a merger and had been accounted for under the pooling of interests method. The appointed date of the amalgamation as per the scheme was 1 April 2009. The effective date of amalgamation being the date of fi ling the order with the Registrar of Companies (ROC) was 23 February 2011.

As per the scheme sanctioned:

a) All assets and liabilities recorded in the books of the transferor company have been transferred at their respective book values in the books of the Company as on the appointed date.

b) All assets, liabilities, rights and obligations of the transferor company have been transferred and stand vested with the Company with effect from the appointed date.

c) The valuation exercise was carried out by independent valuers and swap ratios were considered based on their reports. Accordingly, the equity shares were allotted as under: - 2,405,128 equity shares of Rs. 10 each of the Company were issued to the shareholders of the transferor in the ratio of 4 fully paid equity shares of Rs. 10 each of the Company for each 10 fully paid up equity shares of Rs. 10 each held in the transferor company as on record date.

The difference between the amount of share capital of the erstwhile Minda Autogas Limited and the amount of fresh capital issued by the Company on amalgamation amounting to Rs. 360.77 has been treated as General Reserve.

In terms of scheme, the equity shares as and when issued and allotted by the Company shall rank pari-passu in all respects with the existing equity shares of the Company.

7. Discontinued operations

The Board of Directors of the Company at its meeting held on 10 August 2011 approved the hiving off of the Blow- moulding division of the Company and issued the notice for postal ballot for shareholder's approval. Approval of shareholders for hiving off the Blow Moulding division was received on 27 September 2011 and the assets and liabilities of the Blow Moulding Division were transferred to Minda Kyoraku Limited, a subsidiary, at a fair value amounting to Rs. 2,276.71 as on 31 December 2011 based on a Business/ asset transfer agreement. The Company earned a Profit amounting to Rs. 958.83 on the transaction and the surplus has been disclosed under 'Exceptional Items' in the Statement of Profit and Loss.

8. During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to Rs. 37.93 (previous year Rs. 37.93) towards revised CLU charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurgaon, and Haryana. The Company had filea Special Leave Petition (SLP) with the Hon'ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited Rs. 9.50 (previous year Rs. 9.50) as under protest with the authorities. During the current year, the Company has filea writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company has filea letter to the High Court seeking permission to withdraw the petition and accordingly have agreed to pay the total liability of Rs.37.93 (previous year Rs.37.93) and the interest thereon amounting to Rs.28.14, towards revised CLU charges after adjusting the amount of Rs. 9.50 (previous year Rs. 9.50) paid earlier.

9. Sale of investment

Subsequent to the year end (April 2012), the Company has disposed off its investment in the equity shares of Minda Automotive Solutions Limited (formerly known as Minda Autocare Limited) to Minda Corporation Limited. The carrying value of these investments as at the year-end amounts to Rs. 73.17 (previous year Rs 73.17). The same has been disclosed as a current investment as at the Balance Sheet date and valued at cost (cost being lower than the fair value). The Profit on sale of investment amounting to Rs. 117 will be recognized in the fi rst quarter of 2012-13. These investments are long term investments within the meaning of Accounting Standard 13 and have been classified as current investments for presentation purposes in consonance with the overall scheme of Revised Schedule VI.

10. Segment Information

Disclosure requirements under Accounting Standard 17 on 'Segment Reporting', specified by the Companies (Accounting Standards) Rules, 2006 are not applicable as the Company's business activity falls within a single primary business segment i.e. manufacturing of automotive parts and accessories and no reportable geographical segment.

11. Disclosure pursuant to Accounting Standard-15 on "Employee Benefi ts"

a) Pursuant to the adoption of Accounting Standard (AS) 15 (revised 2005) "Employee Benefits", the additional obligations of the Company with respect of certain employee benefits upto 31 March'2007 amounted to Rs.184.92 out of which Rs.184.92 (previous year: Rs.147.92) has been adjusted from the General Reserve.

b) Defined contribution plan

An amount of Rs. 632.66 (Previous year: Rs. 480.10) for the year, has been recognized as an expense in respect of the Company's contribution towards Provident Fund, deposited with the government authorities and has been included under employee benefit expense in the Statement of Profit and Loss. Further, an amount of Rs. 37.61 (previous year: Rs. 40.20) for the year, has been recognized as an expense in respect of the Company's contribution towards Superannuation Fund, and has been included under employee benefit expense in the Statement of Profit and Loss

c) Defined benefit plans

Gratuity is payable to all eligible employees of the Company on superannuation, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act or as per the Company's Scheme, whichever is more beneficial.

12. Based on the information available with the management there are no over dues outstanding to Micro and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act 2006. Further, the Company has not received any claim for interest from any supplier under the said Act.

13. Provision for warranty

The following disclosures have been made in accordance with the provisions of Accounting Standard 29 -

The Company has made a warranty provision on account of sale of components. These provisions are based on management's best estimate and past trends. Actual expenses for warranty are charged directly against the provision. Unutilised provision is reversed on expiry of the warranty period.

14. Leases

The Company has taken offices on cancellable operating leases. The lease rentals recognised in the Statement of Profit and Loss for the year 31 March 2012 are Rs 794.60 (Previous Year Rs 455.38)

15. Previous year figures have been reclassified/ regrouped, wherever required, to confirm to current year classification

16. Previous year financial statements have been audited by another fi rm of Chartered Accountants.

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Mar 31, 2011

1. Contingent liabilities not provided for in the books of accounts are:

a) Bank Guarantee: Rs. 124.55 Lacs (Previous Year: Rs. 44.90 Lacs); Central Excise and Service Tax: Rs. 139.44 Lacs (Previous Year: Rs. 52.94 Lacs); Income Tax: Rs. 91 Lacs (Previous Year: Rs. 187.02 Lacs); Bills Discounting: Rs. 1140.13 Lacs (Previous Year: Rs. 405.22 Lacs) and Others Rs. 73.94 Lacs (Previous Year: Rs. 10.26 Lacs).

b) As per agreement executed with Maruti Suzuki India Ltd (MSIL), being Maruti Car Scheme in which loan facility has been granted to Company's employee and other associates on the recommendation of the Company by MSIL. The Company has taken responsibility to make such payment. The amount so outstanding at the year end is Rs.90.53 Lacs (Previous Year: Rs. 198.64 Lacs).

2 a) Pursuant to the scheme of amalgamation, sanctioned by the order dated 25th January, 2011 of Hon'ble High Court, Delhi, Minda Autogas Ltd. (MAGL) engaged in the manufacturing of CNG/LPG kits has been amalgamated with the Company with effect from April 01, 2009.

b) The amalgamation has been accounted for under the ‘pooling of interest' method as prescribed by Accounting Standard - 14 on 'Accounting for amalgamation'.

Accordingly the Assets, Liabilities and Reserves of the erstwhile MAGL as at 1st April, 2009 along with the subsequent addition/ deletion upto 31st March, 2010 has been transferred in accordance with the said scheme.

The profit of the amalgamating Company during the financial year 2009-10 has been transferred to the Company without opening the account of the Company for the financial year 2009-10, The Current Year transactions are duly incorporated in the books of the Company.

Figures for the current year include the figures of erstwhile MAGL. Therefore, current year figures are not comparable with those of previous year.,

c) Based on the approved swap ratio as provided in the scheme of Amalgamation, 2405128 number of equity shares has been issued to the equity shareholders of erstwhile MAGL in the ratio of 4 equity shares of the face value ofRs. 10/- each in the Company for every 10 equity shares of the face value ofRs. 10/- each held in erstwhile MAGL. In term of the scheme, the said equity shares shall rank in all respect pari-passu with the existing equity shares of the Company.

d) The difference between the amount of share capital of the erstwhile MAGL and the amount of fresh capital issued by the Company on amalgamation amounting to Rs. 36,076,930/- has been treated as General Reserve.

e) The financial statement of the amalgamating Company Minda Autogas Ltd. till 31st March, 2010 has been audited by firm other than M/s. R.N. Saraf & Co., Chartered Accountants.

3. The estimated amount of contracts remaining to be executed on capital account, not provided for Rs. 264.21 Lacs (Previous Year: Rs. 658.99 Lacs).

4. a) During the year 2002-03, The Director, Town and Country Planning, Chandigarh issued a demand notice of Rs. 37.93 Lacs towards revised CLU charges for the land situated at Village Nawada Fatehpur, P.O. Sikenderpur Badda, Gurgaon, Haryana. The Company has filed Special Leave Petition with Hon'ble Supreme Court of India, in which leave has been granted and the Company has deposited Rs. 9.50 Lacs shown (Previous Year: Rs. 9.50 Lacs) under the head "Loans and Advances".

b) The export obligation pending till the end of the year was of Rs. 7548.37 Lacs (Previous Year : Rs. 5681.32 Lacs) to be fulfilled in the subsequent years.

c) Corporate Guarantee provided by the Company aggregating to Rs. 1500 Lacs (Previous Year : Rs. 2925.00 Lacs).

5. The Company has availed sales tax incentives for its unit at Gurgaon, Haryana, from Government of Haryana as sales tax capital subsidy amounting to Rs. 225.65 Lacs. In accordance with Scheme of Government of Haryana for Development of Industries, the amount may be refundable to the Government, if specified conditions are not fulfilled, within the prescribed time.

6. During the year 2007-08, the Company has entered lease cum sale agreement with Karnataka Industrial Area Development Board for purchase of land, as per the agreement, the sale deed will be executed on fulfillment of terms and conditions within six years.

7. The Company is engaged in the business of manufacturing of automotive parts and accessories and there are no separate reportable segments as per Accounting Standard-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India.

Key Management Personnel:

Mr. Nirmal K. Minda, Chairman and Managing Director:

Mr. Vivek Jindal, Executive Director

Relatives of Key Management Personnel:

Relatives of Mr. Nirmal K. Minda

Late Sh. S.L. Minda, Father (till 17.04.2010), Savitri Devi Minda (Mother), Suman Minda (Wife), Paridhi Minda Jindal (Daughter), Palak Minda (Daughter), Ashok Minda (Brother), Sarika Minda (brother's wife), Rekha Bansal (Sister),Rajesh Bansal(Sister's husband) Relatives of Mr. Vivek Jindal.

Madan Jindal (Father), Anita Jindal (Mother), Paridhi Minda Jindal (Wife), Samaira Jindal (Daughter), Abhishek Jindal (Brother)

(v) Other Entities over which key Management Personnel is able to exercise significant influence (with which the parent Company has transactions)

Minda Acoustic Ltd., Minda Sai Ltd., PT. Minda Asean Automotive, Minda Corporation Ltd., Unitech Sai Pvt. Ltd., Minda Stoneridge Instruments Ltd.,Minda Finance Ltd., Minda Autocare Ltd., Minda Investments Ltd.,Minda International Ltd., Minda EMER Technologies Ltd., Jindal Buildtech Pvt. Ltd., Jindal Mectec Pvt. Ltd., Nirmal K. Minda (HUF), Minda Industries (Firm), Auto Component (Firm), Yogendra Engineering (Firm).

8. Employee Benefits

a) Pursuant to the adoption of Accounting Standard (AS) 15 (revised 2005) "Employee Benefits", the additional obligations of the Company with respect of certain employee benefits upto 31st March'2007 was Rs. 184.92 Lacs out of which Rs. 147.92 lacs (Previous Year : Rs. 110.95 Lacs) [net of deferred taxes of Rs. 99.08 lacs (Previous Year: Rs. 74.38 Lacs)] has been adjusted from the General Reserve .

- Defined Benefit Plan

The present value of obligation for Gratuity is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at the end of the period for each benefit that will accrue for all active members of the plan. The projected accrued benefit is based on the plan accrual formula and upon service as of the beginning or end of period,but using member's final compensation, projected to the age at which the employee is assumed to leave active service. The plan liability is the actuarial present value of the projected accrued benefits as of the beginning and end of the period for active members.

The obligation for Leave Encashment is recognized in the same manner as Gratuity. Provision on Earned leave has been made in the previous year the sick leaves were also provided for.

9 The figures of previous year have been regrouped/recast/restated wherever necessary.

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Mar 31, 2010

1. Contingent liabilities not provided for in the books of accounts are:

a) Bank Guarantee Rs.44.90 Lacs (Previous year Rs. 87.90 Lacs); Central Excise and Service Tax Rs.52.94 Lacs (Previous Year Rs. 35.40 Lacs); Income Tax Rs. 187.02 Lacs (Previous Year Rs. 135.20 Lacs); Bills Discounting Rs.405.22 Lacs (Previous Year Rs. 114.93 Lacs) and Others Rs.10.26 Lacs (Previous Year Rs. 10.19 Lacs).

b) As per agreement executed with Maruti Suzuki India Ltd (MSIL), being Maruti Car Scheme in which loan facility has been granted to companys employee and other associates on the recommendation of the company by MSIL. The company has taken responsibility to make such payment. The amount so outstanding at the year end is Rs. 198.64 Lacs (previous year Rs. 287.52 Lacs).

2. The estimated amount of contracts remaining to be executed on capital account, not provided forRs. 658.99 Lacs (Previous yearRs. 1485.82 Lacs)

3. During the year, except of items for which hundred percent depreciation rates are applicable, depreciation on assets added/disposed off during the year has been provided on pro rata basis with reference to the date of addition or disposal. Earlier the depreciation was provided on pro-rata basis with reference to the month of addition or disposal. Had there being the earlier basis, the profit would have been lower by Rs. 60.37 Lacs.

4. Raw material (including packing material), Finished Goods and Work-in-Progress are valued at Moving Average Price as against FIFO basis earlier . Had there being FIFO basis the Profit would have been lower by Rs.2.86 Lacs.

5. a) During the year 2002-03, The Director, Town and

Country Planning, Chandigarh issued a demand notice of Rs. 37.93 Lacs (Previous year Rs. 37.93 Lacs) towards revised CLU charges for the land situated at Village Nawada Fatehpur, P.O. Sikenderpur Badda, Gurgaon, Haryana. The Company has filed Special Leave Petition with Honble Supreme Court of India, in which leave has been granted and the company has deposited Rs. 9.50 Lacs shown (previous year Rs. 9.50 Lacs) under the head "Loan and Advances".

b) The export obligation pending till the end of the year was of Rs.5681.32 Lacs (Previous Year Rs.6559.10 Lacs) to be fulfilled in the subsequent years.

c) Corporate Guarantee provided by the Company aggregating to Rs. 2925.00 Lacs (Previous Year Rs. 3175.00 Lacs).

6. The Company has availed sales tax incentives for its unit at Gurgaon, Haryana, from Government of Haryana as sales tax capital subsidy amounting to Rs. 225.65 Lacs (Previous Year Rs.225.65 Lacs). In accordance with Scheme of Government of Haryana for Development of Industries, the amount may be refundable to the Government, if specified conditions are not fulfilled, within the prescribed time.

7. During the year 2007-08 the company has entered lease cum sale agreement with Karnataka Industrial Area Development Board for purchase of land, as per this agreement the sale deed will be executed on fulfillment of terms and conditions within six years.

8. The Company is engaged in the business of manufacturing of automotive parts and accessories and there are no separate reportable segments as per Accounting Standard-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India.

9. Related Party Disclosure:

Related party disclosures as required under Accounting Standard - 18 on "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given below: a) Relationship:

i) Holding Companies - None

ii) Subsidiaries Companies Minda Auto Components Ltd. Minda Reality and Infrastructure Ltd.

iii) Fellow Subsidiaries Companies - None

iv) Joint Ventures : Mindarika Pvt. Ltd. Minda TYC Automotive Ltd. Om Merubani Logistic Pvt. Ltd. Valeo Minda Electricals Systems India Pvt. Ltd.

Key Management Personnel:

Mr. Nirmal K. Minda, Chairman and Managing Director:

Mr. Vivek Jindal, Executive Director (Whole Time Director)

Relatives of Key Management Personnel:

Relatives of Mr. Nirmal K. Minda

S.L. Minda (Father), Savitri Devi Minda (Mother), Suman Minda (Wife), Paridhi Minda Jindal (Daughter), Palak Minda (Daughter), Ashok Minda (Brother), Sarika Minda (brothers wife), Rekha Bansal (Sister),Rajesh Bansal(Sisters husband)

Relatives of Mr. Vivek Jindal

Madan Jindal (Father), Anita Jindal (Mother), Paridhi Minda Jindal (Wife), Samaira Jindal (Daughter),

Abhishek Jindal (Brother)

v) Other Entities over which key Management Personnel is able to exercise significant influence (with which the company has transactions)

Minda Autogas Ltd., Minda Acoustic Ltd.,Minda Sai Ltd., PT. Minda Asean Automotive, Minda Corporation Ltd., Unitech Sai Pvt. Ltd., Minda Stoneridge Instruments Ltd.,Minda Finance Ltd., Minda Autocare Ltd., Minda Investments Ltd.,Minda International Ltd., Jindal Buildtech Pvt. Ltd., Jindal Mectec Pvt. Ltd., Nirmal K. Minda (HUF), Minda Industries (Firm), Auto Component (Firm), Yogendra Engineering (Firm),

10. Employee Benefits

a) Pursuant to the adoption of Accounting Standard (AS) 15 (revised 2005) "Employee Benefits", the additional obligations of the company with respect of certain employee benefits upto 31st March2007 was Rs.184.92 Lacs out of which Rs.110.95 Lacs (Previous Year Rs. 73.97 Lacs [net of deferred taxes of Rs.74.38Lacs (Previous Year Rs.48.82 Lacs)] has been adjusted from the General Reserve.

b) The disclosures of Employee Benefits, as required under Accounting Standard 15 are given below: - Defined Contribution Plan

- Defined Benefit Plan

The present value of obligation for Gratuity is determined based on actuarial valuation using the Projected Unit Credit (PUC) method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at the end of the period for each benefit that will accrue for all active members of the plan. The projected accrued benefit is based on the plan accrual formula and upon service as of the beginning or end of period, but using members final compensation, projected to the age at which the employee is assumed to leave active service. The plan liability is the actuarial present value of the projected accrued benefits as of the beginning and end of the period for active members.

The obligation for Leave Encashment is recognized in the same manner as Gratuity. Provision on Earned leave has been made in the current year whereas in the previous year the sick leaves were also provided for.

11.The figures of previous year have been regrouped/recast/restated wherever necessary.