minda industries ltd share price Directors report

To the Members of Uno Minda Limited

(Formerly known as Minda Industries Limited)

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

FINANCIAL RESULTS

(Amount Rs. in Crores, unless otherwise stated)

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

COMPANYS PERFORMANCE STANDALONE

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

CONSOLIDATED

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

PERFORMANCE AND OUTLOOK

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

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

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

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

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

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

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

NAME CHANGE

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

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

• Ensure uniformity and consistency

• Helps in unique and distinctive brand identity

• Dont have to investment in two brands. Gradually can be implemented across other legal entities

• Increases association amongst internal stakeholder

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

DIVIDENDS

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

The Company has complied with the dividend distribution policy of the Company, the copy of which is available on the website of the Company at https://www.unominda.com/ uploads/Investor/2023/Dividend-Policv.pdf

TRANSFER TO RESERVE

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

SHARE CAPITAL Authorised Share Capital

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

Issued, Subscribed and Paid-up Share Capital

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

Issue of equity shares pursuant to ESOP Scheme

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

Bonus Issue

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

Redemption of NCRPS

As at the beginning of the financial year the Company had

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

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

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

Your Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector. The Transferor Companys products, like software, hardware, designing programming in automotive mobility and information technology segments will synergise well with the product groups of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

XIII. Capacity Expansion of Mindarika Private Limited, Subsidiary Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

RISK MANAGEMENT POLICY

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

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

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

To further strengthen the internal control system, the Company has a well established internal audit. The internal audit is carried out by external independent auditors. The present Internal auditors are Grant Thornton Bharat LLP. The Internal Auditors periodically review compliance of operations, inline with the documented policies and procedures and assess the effectiveness as well as the efficacy of the same in terms of effective internal control. The Company also uses internal

audit tracking tool to monitor the status of management actions emanating from previous internal audit finding. The significant audit findings are reviewed on a quarterly basis in the meetings of the Audit Committee.

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

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

HUMAN RESOURCE MANAGEMENT

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

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

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

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

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

of OBT accordingly for more smooth functioning of the processes and businesses.

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

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

PARTICULARS OF EMPLOYEES

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

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

VIGIL MECHANISM

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

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

The Company has placed a special attention and greater emphasis on whistle blower activities where initiatives such

as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the attention of the Management through whistle blower activities.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

DIRECTORS RETIRING BY ROTATION

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

BOARD EVALUATION

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

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

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

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board Diversity Policy read with Nomination and Remuneration Policy aims to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2023, the Board consists of nine members, out of which, three are executive directors and one is non-executive director

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

MEETINGS OF BOARD AND AUDIT COMMITTEE

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

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

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

RELATED PARTY TRANSACTIONS

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

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

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

CODE FOR PREVENTION OF INSIDER TRADING

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

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

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

 

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

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

AWARDS AND RECOGNITION

Top 50 Innovative Company - Recognition by CII

Uno Minda Limited has been honoured to be recognised as one of the "Top 50 Innovative Company Award—2022" by the Confederation of Indian Industry (CII) at their Industrial Innovation Award Ceremony for its contribution towards PACE (Personalisation, Automation, Connected, and Electric) in the auto component industry.

Certificate of Recognition for Excellence in Corporate Governance by ICSI

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

Annual Greentech CSR India Awards 2022

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

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

CSR Times Award

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

Great Place to Work Certificate

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

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

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 during the year under review and as such no amount of principal or interest was outstanding as on 31 March 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

STATUTORY AUDITORS REPORT

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

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

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

COST ACCOUNTS AND COST AUDITORS

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

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

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

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

SECRETARIAL AUDITORS

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

The Secretarial Audit Report for the financial year ended 31 March 2023 is enclosed as Annexure-G. Further, there has been no qualification made by the Secretarial Auditors in their report for the financial year ended 31 March 2023 except that there was some delay in transfer of amount and shares to Investor Education and Protection Fund w.r.t unpaid dividend remained unpaid or unclaimed for a period of seven years. In this regard it is clarified that there was some request received from few shareholders claiming their unpaid dividend amount, the Bank took time to transfer the amount in the respective shareholders bank account(s).

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

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

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

EQUAL EMPLOYMENT OPPORTUNITY

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

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS

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

ANNUAL RETURN

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

SUSPENSION OF SECURITIES OF THE COMPANY

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

FINANCIAL YEAR

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AND NODAL OFFICER

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

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

 

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

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

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

OTHER STATUTORY DISCLOSURES

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

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

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

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

4) Settlements done with banks or financial institutions.

5) Details of revision of financial statement or the Report

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

7) Issue of warrants

8) Failure to implement any corporate action

9) Amounts received from director or relative of the director

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

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

Except Mr. Nirmal K. Minda, other Whole-time Directors of your Company didnt receive any remuneration or commission from any of its subsidiaries. Mr. Nirmal K. Minda Received remuneration of 1.44 Crore from Mindarika Private Limited, a material subsidiary of the Company where also he occupies the position of Managing Director.

ACKNOWLEDGEMENTS

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

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

	Nirmal K Minda
Date: 18 May 2023	Chairman & Managing Director
Place: Gurugram	DIN: 00014942