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

FINANCIAL RESULTS

Company's Performance
Standalone

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

Consolidated

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

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

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

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

PERFORMANCE AND OUTLOOK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DIVIDENDS

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

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

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

TRANSFER TO RESERVE

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

SHARE CAPITAL

1)    Authorised Share Capital

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

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

2)    Issued, Subscribed and Paid-up Share Capital

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

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

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

ISSUANCE OF COMMERCIAL PAPER

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

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

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

b) Share Purchase Agreement dated 28 September
2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Integrated Annual Report 2024-25

Board's Report (Contd.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Board of Directors at its meeting held on 05 June

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

The Board of Directors in its meeting held on 06 February

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

Tranche-I

Tranche-II

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

Key Highlights of FY 2024-25:

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

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

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

•    Community awareness, sensitisation, and health check¬
up camps were organised at various locations across
India.

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

•    Partnered with HP India WOW to support 100 students
through digital literacy initiatives.

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

•    Initiated need-based community projects at various
locations to support overall community development.

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

•    Received several awards and accolades for effective CSR
project implementation.

•    Actively participated in and represented the organisation
at various CSR platforms.

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

RISK MANAGEMENT POLICY

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

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

HUMAN RESOURCE MANAGEMENT

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

A.    Recruitment and Selection:

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

B.    Employee Onboarding:

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

C.    Employee Relations:

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

D.    Performance Management:

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

E.    Learning and Development:

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

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

F.    Employee Benefits and Well-being:

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

G.    Compliance and Ethics:

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

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

H.    HR Digital Transformation:

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

VIGIL MECHANISM

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

The Company has an Ethics Helpline for the employees (both
permanent and contractual), directors, vendors, suppliers and
other stakeholders, collectively known as the "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 taken a special attention and greater
emphasis on whistle blower activities where initiatives such
as campaigns, posters at prominent locations, awareness
sessions etc. were taken to encourage the employees to speak-
up about any wrong doing activities and bring the same to the
notice of the Management through whistle blower activities.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

During the year under review, following changes have taken

place in the Board of Directors and Key Managerial Personnel

of the Company:

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

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

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

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

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

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

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

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

the Board of Directors and KMPs of the Company:

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

DIRECTORS RETIRING BY ROTATION

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

The details of Mr. Vivek Jindal, being recommended by the
Board for re-appointment, is included in the notice of the
ensuing 33^rd AGM 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,
Chairperson of the Board and director evaluation. A meeting
of the independent directors was held on 20 May 2025,
where they reviewed and discussed the feedback on the
functioning of the Board, Board Committees, Chairperson and
other directors including Executive Directors. The Nomination
and Remuneration Committee at its meeting held on 21 May
2025, also reviewed the feedback on the evaluation of the
functioning of the Board, Board Committees, Chairperson
and other directors. The Board at its meeting held on 21 May
2025, reviewed and discussed the feedback of the evaluations.
The area of improvements as highlighted by the evaluation
exercise shall be implemented to further strengthen the
corporate governance of the organisation.

FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

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

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

The details of Familiarisation Programs imparted to Independent
Directors during the financial year 2024-25 are available on
the website of the Company at https://www.unominda.
com/uploads/Investor/Familiraization%20Programs%20
Imparted%20to%20Directors.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
2025, the Board consists of eight members, out of which, three
are Executive Directors and remaining five are Independent
Directors including two woman Independent Directors.

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

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

MEETINGS OF THE BOARD

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

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

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

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

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

MEETINGS OF THE BOARD COMMITTEES

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

Statutory Committees:

•    Audit Committee

•    Nomination and Remuneration Committee

•    Stakeholders Relationship Committee

•    Corporate Social Responsibility Committee

•    Risk Management Committee

Other Committees:

•    NCD Committee

•    Executive Committee

•    Mergers and Acquisitions Committee

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a.    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 2025 and of the profit of the Company
for the year ended on that date;

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

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

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory, cost
and secretarial auditors, including the audit of internal financial
controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board

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

RELATED PARTY TRANSACTIONS

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

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

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

CODE FOR PREVENTION OF INSIDER TRADING

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

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

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

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

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

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

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

DEPOSITS FROM PUBLIC

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

STATUTORY AUDITORS REPORT

At the 29^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^th
AGM of the Company to be held in the year 2026.

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

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

COST ACCOUNTS AND COST AUDITORS

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

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

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

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

SECRETARIAL AUDITORS

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

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

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

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

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

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

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

EQUAL EMPLOYMENT OPPORTUNITY

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS

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

ANNUAL RETURN

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

SUSPENSION OF SECURITIES OF THE COMPANY

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

FINANCIAL YEAR

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

Name of Nodal Officer: Mr. Tarun Kumar Srivastava, Company
Secretary and Compliance Officer. Details of Nodal Officer
and Dy. Nodal Officer are mentioned on the website of the
Company 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, hence, no disclosure or reporting is required in
respect of the same:

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

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

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

4)    Settlements done with banks or financial institutions;

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

6)    Issue of warrants;

7)    Failure to implement any corporate action;

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

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

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

AWARDS AND RECOGNITION

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

1. CII INDUSTRIAL INTELLECTUAL AWARD 2024

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

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

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

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

3.    CSR TIMES AWARD 2024

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

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

4.    GREAT PLACE TO WORK CERTIFIED

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

5.    BUSINESS AWARDS:

ACKNOWLEDGEMENTS

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

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

Nirmal K Minda

Date: 21 May 2025    Executive Chairman

Place: Manesar, Gurugram    DIN: 0001494

1

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