Minda Corporation Ltd

To

The Members,

Your Directors have pleasure in presenting to you the 40th (Fortieth) Annual Report and the audited financial statements for the year ended 31st March, 2025.

( in Million)

For details, refer Notes to Accounts forming part of this Annual Report.

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved turnover of 41,443 Million against 38,445 Million during previous year registering a growth of 7.80%.

The Company has reported a Profit of 2,059 Million as against Profit of 1,885 Million during previous year with an increase of 9.23% over the previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of 50,562 Million against 46,511 Million during previous year registering a growth of 8.71%.

The Company reported a Profit of 2,554 Million from continuing operations as against Profit of 2,272 Million earned during previous year with an increase of 12.41% over the previous year.

The Board of Directors of your Company has recommended a final dividend of 0,90 per equity share (i.e. @ 45%) on 239,079,428 Equity Shares of 2/- each fully paid up for the year ended March 31, 2025. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on August 22, 2025. This is in addition to the interim dividend of

0.50/- per equity share (i.e. @ 25%) declared by the Board in its meeting held on February 06, 2025. The total dividend for FY 25 aggregates to 1.40/- per equity share (i.e. @ 70%) which is equal to

1.40 per share (i.e. @ 70%) per equity share paid for the last year.

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend Distribution Policy which is available at the Company's website i.e. https://sparkminda.com/ Uploads/prospectus/1787pdctfile_1701pdctfile_1581pdctfile_ Dividend-Policy(1).pdf

India's automotive industry is a cornerstone of the nation's manufacturing ecosystem and a critical driver of its economic integration into global value chains. As of FY2025, the sector contributes approximately 7.1% to India's GDP and accounts for 49% of manufacturing GDP, making it the largest manufacturing sector in the country. It is also one of the top global markets for vehicle production and domestic consumption. India ranks third globally in passenger vehicle volumes and second in two-wheeler production, underpinned by a robust component manufacturing base and a growing export orientation. Supported by targeted government policies such as the Production-Linked Incentive (PLI) schemes and FAME II for electric mobility, the industry is steadily transforming into a hub for affordable, efficient, and technologically advanced mobility solutions. According to the Society of Indian Automobile Manufacturers (SIAM), India's automotive industry recorded a strong production performance in FY2024–25, with total vehicle production rising to 31 million units, up from 28.4 million units in FY2023–24—an increase of over 9% year-on-year. This growth was led by the two-wheeler segment, which saw a production jump from 21.5 million to 23.9 million units, reflecting robust demand and improved supply-chain efficiencies. Passenger vehicle production also increased to 5.06 million lakh units, while three-wheeler output crossed the 1 million mark. The industry's production momentum was supported by new product launches, infrastructure expansion, and policy support for electrification and cleaner mobility. Favourable economic conditions and sustained consumer demand helped manufacturers scale operations, reaffirming India's position as a leading automotive manufacturing hub.

India Ratings & Research (Ind-Ra) and CRISIL have assigned below credit ratings to the Company:

India Ratings & Research (Ind-Ra) has upgraded the long term issuer rating to 'IND AA' from Ind AA- and reaffirmed the short term rating to A1+, Whereas CRISIL has revised the outlook to positive with the rating CRISIL AA- and short-term rating has been reaffirmed CRISIL A1+.

The paid-up Equity Share Capital as on 31st March, 2025 is 478,158,856/- (Rupees Four Hundred Seventy-Eight Million One Hundred Fifty-Eight Thousand and Eight Hundred Fifty-Six Only) divided into 239,079,428/- (Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight only) Equity Share of 2/- each. The authorized share capital of the Company is 1,577,000,000 (Rupees One Thousand Five Hundred Seventy-Seven Million Only) and the authorized share capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred Ninety Two Million and Five Hundred Thousand only) equity shares of 2/ (Rupees Two only) each aggregating to 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of 800/ (Rupees Eight Hundred only) each aggregating to 192,000,000/ (Rupees One Hundred Ninety-Two Million Only).

During the year under review, the Board has approved the issuance of 76,50,000 (Seventy-Six Lakh Fifty Thousand) warrants, each convertible into or exchangeable for one fully paid-up equity share of the Company having a face value of 2/- each ("Warrants"), at an issue price of 550/- (Rupees Five Hundred Fifty only) per warrant, payable in cash ("Warrant Issue Price"). The total amount aggregating to 4,20,75,00,000/- (Rupees Four Hundred Twenty Crore Seventy-Five Lakhs only) is proposed to be raised through this preferential allotment. The warrants may be exercised in one or more tranches within a period of 18 (Eighteen) months from the date of allotment. This preferential issue is proposed to be made to Minda Capital Private Limited, a promoter of the Company ("Proposed Allottee"), in accordance with applicable laws and regulations, including the provisions of Chapter V of the SEBI (ICDR) Regulations and the Companies Act, 2013. The shareholders of the Company have approved the said Preferential Issue of Share Warrants through Postal Ballot on April 27, 2025.

Your Company has formed a strategic partnership with Flash Electronics, marking a significant step toward strengthening our position in the rapidly evolving automotive industry.

Minda Corporation has acquired a 49% equity stake in Flash Electronics for basic cash consideration of 13,720 million as part of this collaboration, the partnership brings together complementary expertise—Minda Corporation's strength in automotive body electronics and Flash's leadership in engine and powertrain electronics—creating a comprehensive and synergetic portfolio that addresses the future of mobility.

Flash Electronics brings cutting-edge innovation, particularly in EV powertrain solutions. Together, we aim to unlock synergies across products, technology and customers, reinforcing Company's long-term vision of providing complete system solutions and creating exceptional value for our customers and stakeholders.

This partnership is a testament to our commitment to driving Mobility and Beyond through innovation and collaboration.

Minda Corporation Limited has signed a Technology Licensing Agreement with Sanco Connecting Technology(Guangdong) Co. Ltd, China, on 4th September 2024. The partnership focuses on the local development of advanced EV Electrical Distribution Systems (EDS), including charging gun assemblies with sockets, bus bars, cell contact systems, Power Distribution Units (PDUs), and Battery Distribution Units (BDUs)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend (final) of 1,07,851.80 (Rupees One Lakh and Seven Thousand Eight Hundred Fifty-one and Eighty Paise only) for the year 2016-17 and the unclaimed dividend (interim) 61,744.33 (Rupees Sixty-One Thousand Seven Hundred Forty-Four and Thirty-Three Paise Only) for the year 2017-18 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Company's website at https://sparkminda.com/investor-relations/other-disclosures

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. https://sparkminda.com/Uploads/prospectus/294pdctfile_ Investor_Grievance_Redressal_Policy.pdf

Your Company with the objective of introducing a long-term incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 ("ESOP 2017") for grant of a maximum of 53,41,840 stock options to the eligible employees of the Company. During the year under review, the Nomination and Remuneration Committee of the Company has not granted any new stock options (Refer note 2.41 of notes to accounts in financial statements). A certificate from the secretarial auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by Members would be placed at the Annual General Meeting for inspection by Members. There is no material change in the scheme, the same follows the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and sweat equity) Regulations 2021 with regard to Employee Stock Option Scheme of the Company is provided on Company's website at https://sparkminda.com/ Uploads/prospectus/1884pdctfile_ESOPAnnexure2024-25(1).pdf

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2025.

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors' Report.

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from BMP & Co. LLP, Practicing Company Secretaries, is forming part of the Annual Report.

In accordance with Regulation 34(2)(f ) of the Listing Regulations, the BRSR forms part of this Annual Report. The report describes initiatives undertaken by the Company from an environmental, social and governance perspective. Further, SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators (KPIs) under nine ESG attributes.

In accordance with the Companies Act, 2013 ("the Act") and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interest in other entities, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which forms part of this Directors' Report.

During the year under review, there are following changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:-

A Mr. Laxman Ramnarayan (DIN: 03033960) was appointed as Non-Executive Independent Director of the Company with effect from May 22, 2024.

A Mr. Ashok Kumar Jha, (DIN: 00170745) Non-Executive-Independent Director of the Company ceased to be the director w.e.f closure of business hours on November 14, 2024 on expiry of his term of office.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. N.K. Modi (DIN: 00089536), Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Upon his appointment, he will continue to act as Executive Director of the Company.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they meet the criteria of independence.

The Board is of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of the Familiarization Programme Module for Independent Directors is provided in the Corporate Governance Report forming part of the annual report of the Company.

Mr. Ashok Kumar Jha ceased to be the Director w.e.f closure of business hours on November 14, 2024 on expiry of his term. The Board of Directors has designated Ms. Pratima Ram as the Lead Independent Director at its meeting held on November 14, 2024. The role of the Lead Independent Director is available on the Company's website: https://sparkminda.com/Uploads/ prospectus/881pdctfile_Role-of-Lead-Independent-Director.pdf

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company's business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management. The actions emerging from the Board evaluation process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters are actioned upon by the team.

As part of the evaluation process, the performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and the performance of the Chairman was evaluated by the Independent Directors in a separate meeting of independent directors held on March 28, 2025 considering the views of other directors.

During the year under review, 9 (Nine) Board Meetings, 9 (Nine) Audit Committee Meetings were convened and held apart from other Committee's meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The calendar of Board and Committee Meetings were prepared and circulated in advance to the Directors.

As on March 31, 2025, there are 7 (seven) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee, Executive Committee and Investment Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at https:// sparkminda.com/Uploads/prospectus/305pdctfile_Nomination-Remuneration-and-Board-Diversity-Policy.pdf

The salient features of the Remuneration and Board Diversity Policy are as under:

a) To determine remuneration of Directors, KMP, other senior management personnel and other employees, keeping in view all relevant factors including industry trends and practices.

b) If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V and other applicable provisions.

c) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

e) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

f ) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

g) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

h) The remuneration / compensation / commission etc. to the Whole-time Director, KMPs and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

i) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. The loans/ advances to employees shall be in accordance with the conditions of service applicable to employees and are also in accordance with the Group Human Resource Policy.

j) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

k) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same. The financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2025;

c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f ) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

There has been no change in the nature of business of your Company during the year under review.

The Company has in place a comprehensive Code of Conduct ("the Code") applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Company's website at the link: https://sparkminda.com/Uploads/ prospectus/1790pdctfile_1698pdctfile_1577pdctfile_Code-of-Conduct.pdf.

The Chairman & Group CEO of the Company has given a declaration that the member of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, there was no transfer to General Reserve by the Company.

All Related Party Transactions that were entered into during the financial year ended on March 31, 2025 were on an arm's length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations 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 since there were no material contracts or arrangements during the year under review. Details of the transactions with Related Parties are provided in the accompanying financial statements note no. 2.40 of Standalone Financial Statement &

2.39 of Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: https://sparkminda.com/Uploads/ prospectus/1784pdctfile_1765pdctfile_1765pdctfile_Related_ Party_Transactions_Policy.pdf

Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.39A & 2.39B for contingent liability & Note 2.37 to Consolidated Financial Statements).

During the year under review your company has given a loan of

10 million (Rupees Ten million Only) to Minda Infac Private Limited (Subsidiary Company) at a rate of 8.0% and upon such terms and conditions as may be mutually agreed upon between the Subsidiary Company and Minda Corporation Limited (Refer Note 2.14 of Standalone Financial Statements). There is outstanding Loan of 50 million (Rupees fifty million Only) as on March 31, 2025.

As on March 31, 2025 there is an Outstanding loan of 100 million (Rupees Hundred million Only) given to Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) at a rate of interest of 8.0% and upon such terms and conditions as may be mutually agreed upon between the Company and Minda Corporation Limited (Refer Note 2.14 of Standalone Financial Statements).

As on March 31, 2025 there is an Outstanding loan of

102.10 million given to ESOP Scheme Trusts (Refer Note 2.14 of Standalone Financial Statements).

During the year under review your Company has given Corporate guarantee of 150 million to HDFC Bank Limited on behalf of Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) which has availed a Working Capital Limit of

150 million.

Your Company has formed a strategic partnership with Flash Electronics, marking a significant step toward strengthening our position in the rapidly evolving automotive industry.

Minda Corporation has acquired a 49% equity stake in Flash Electronics for basic cash consideration of 13,720 million as part of this collaboration, the partnership brings together complementary expertise—Minda Corporation's strength in automotive body electronics and Flash's leadership in engine and powertrain electronics—creating a comprehensive and synergetic portfolio that addresses the future of mobility.

A part of this collaboration, the partnership brings together complementary expertise-Minda Corporation's strength in automotive body electronics and Flash's leadership in engine and powertrain electronics-creating a comprehensive and synergetic portfolio that addresses the future of mobility.

Flash Electronics brings in cutting-edge innovation, particularly in EV powertrain solutions, MCL aim together to unlock synergies across products, technology and customers, reinforcing MCL's longterm vision of providing complete system solutions and creating exceptional value for our customers and stakeholders.

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company is having a Corporate Social Responsibility & Sustainability Committee. The details of Committee are provided in Corporate Governance Report. The CSR Policy of the Company is available on its website at the link:https://sparkminda.com/Uploads/ prospectus/1789pdctfile_1699pdctfile_1579pdctfile_Policy-on-Corporate-Social-Responsibility.pdf

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. The details of the CSR initiatives undertaken during the financial year ended 31st March, 2025 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure-I forming part of this Report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

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

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, as required under 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 given at Annexure-III to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company.

The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website or send a written request to the Company at investor@ mindacorporation.com.

In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders at the website of the Company and at the Registered Office of the Company during business hours on all working days, 21 days before the Annual General Meeting and copies may be made available on request.

At the Annual General Meeting held on July 09, 2021, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 41st Annual General Meeting of the Company to be held in the calendar year 2026.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to S.R. Batliboi & Co. LLP, (FRN:301003E/E300005), Chartered Accountants for the year 2025-26 at 99,00,000/- (Rupees Ninety-Nine Lacs Only) plus taxes and out of pocket expenses as Statutory Audit fees.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

BMP & CO LLP, Company Secretaries (FCS-8750, CP no-8239), were appointed to conduct the secretarial audit of the Company for the financial year 2024-25 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2024-25 forms part of this Annual Report as Annexure-IV to this Directors' Report. There is no observation or Negative qualification in the report.

M/s. BMP & Co., LLP, Company Secretaries being eligible have also been appointed as Secretarial Auditors of the Company by the Board of Directors as per the recommendations of the Audit Committee of the Company for a period of consecutive 5 (Five) years subject to approvals of shareholders of the Company to hold office from conclusion of 40th Annual General Meeting until the conclusion of 45th Annual General Meeting .

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 2025-26 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2025-26 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual Listing fees for financial year 2025-26 have been paid to the concerned Stock Exchanges.

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. 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 such systems are adequate and operating effectively.

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://sparkminda.com/investor-relations/annual-returns

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.

The details of Subsidiaries, Joint Ventures and Associates of the Company for the year ended on March 31, 2025 is given as under :- Subsidairies 1) Minda Instruments Limited, India

2) Spark Minda Green Mobility Systems Private Limited, India

3) Spark Minda Foundation, India

4) Almighty International PTE Limited, Singapore

5) P T Minda Automotive, Indonesia

6) Minda Vietnam Automotive Co. Ltd., Vietnam

7) P T Minda Automotive Indonesia

8) Minda Corporation Limited - Employees Stock Option Scheme Trust, India Jointly Controlled 1) Minda Infac Private Limited, India Entity/Associates 2) Minda Vast Access Systems Private

Limited, India

3) Furukawa Minda Electric Private Limited, India

4) EVQ Point Solutions Private Limited, India

5) Minda HCMF Technologies Private Limited, India (Added during the year 2024-25)

6) Flash Electronics (India) Private Limited, India (Added during the year 2024-25).

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://sparkminda.com/investor-relations/annual-reports-of-subsidiaries

Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1, containing the salient features of the financial statements of the Company's subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries. The contribution of the subsidiaries to the overall performance of the company is given in the consolidated financial statements.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Company's Website in investor section: https:// sparkminda.com/Uploads/prospectus/1793pdctfile_1764pdctfile_ Policy-on-Material-Non-Listed-Subsidiary.pdf

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations.

The Company has constituted a Risk Management Committee of the Board comprising of an executive director, a Non-executive director (Nominee Director) and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on June 25, 2024, December 19, 2024 and March 20, 2025. The Risk Management Policy can be accessed on the Company's website at the link: https://sparkminda.com/Uploads/ prospectus/1792pdctfile_1781pdctfile_RiskManagementPolicy.pdf

This policy forms part of the internal control and corporate governance process of the Company. Basically, the aim of this policy is not to eliminate risks, rather to mitigate the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following: -

• Identification of risk, define ownership with clearly defined roles and responsibilities;

• Balance between the cost of managing risk and the anticipated benefits;

• Contributing to more efficient use/allocation of capital and resources;

• To encourage and promote a pro-active approach towards risk management;

• Identifying any unmitigated risks and formulating action plans for its treatment through regular review.

FY 2024–25, was marked by a significant achievement as Spark Minda Group earned the distinction of being recognized as a "Great Place to Work." Spark Minda reaffirmed its commitment to Diversity, Equity & Inclusion, Building Great Employee Experience and Growing Talent from within the organization - focused on developing nurturing internal talent.

HR strategy: The Long-Term Strategy of HR is to build a Future Ready Organisation. This Strategy is co-created with business, and it has 5 Pillars

1. Excellence culture

2. Leadership development

3. Career Management & Internal Mobility

4. Agile Organization

5. Exploiting HR Technology

Our HR strategy continues to evolve toward a more integrated and holistic model, guided by long-term strategic priorities. It emphasizes enhancing employee engagement, motivation, and leadership development—empowering our leaders to grow as effective and inspiring "People Managers."

As the Spark Minda Group looks forward to FY 2025–26, it is set to further advance its Talent Management framework through implementation of Digital Tool.

1. Key initiatives include implementing High-Potential assessments through the 9-Grid model

2. Establishing Development Centres to formulate Individual Development Plans (IDP) for potential successors in critical roles.

3. Building career path for talent and build a culture for high-performing teams based on objective, competency-based assessments. Equip emerging leaders with the new age skills and prepare them for future.

Talent Acquisition: In line with our commitment to operational excellence, our hiring process is digitalised - enhancing transparency, efficiency, and meritocracy across every stage, from requisition to selection. Anchored in our core philosophy of Nurturing Talent, we continue to invest in internal growth through robust Internal Job Postings (IJP). This year we plan to further revamp the Job Rotation process to build a culture of learning and growing with a view to build career path for the talent. Additionally focusing on building the capability of Talent Acquisition team.

Young Sparks (Campus Program): It is the Flagship program of Spark Minda Group. It was re-established in 2023 to attract emerging engineering talent and young professionals to the automotive component sector. Now a key initiative embedded in our annual HR calendar, the program underscores our strategic focus on talent development. This year, we aim to welcome over 100 diploma graduates into our organization. Through structured training and dedicated mentorship, we are committed to empowering these young minds with the skills and insights needed to excel in their roles, bringing fresh ideas, innovation, and a dynamic energy to our workforce.

Diversity & Inclusion: We are an Equal Opportunity employer – with new policies on 2nd Innings for Working Women rehiring, Veteran Hiring focused on Armed Forces personnels, Part Time Work policies for expecting mothers, Spouse & blood relative working policies are steps in this direction. We are committed to cultivating a diverse and inclusive workplace that provides equitable opportunities for all talent to thrive. Our recruitment strategy emphasizes attracting diverse perspectives to strengthen and enrich our strategic vision. We are also proactively evolving our Diversity & Inclusion policy, with a strong emphasis on advancing the representation of women in leadership positions. We are now actively considering Pink Lines and Pink Factories for future operation.

Performance Management: At Spark Minda, we uphold a performance-driven culture where SMART Goal Setting, reinforced by the Managing Point & Checking Point (MP/CP) approach forms the foundation of our Performance Management framework. This proactive alignment ensures adherence to key milestones and facilitates structured developmental actions across the organization. Emphasis is "Say Do Ratio" & "Over and Over Again". Goal setting and alignment workshop including Teaming at Top are conducted to Align & Energise the organization.

Talent Management: The ownership of Talent lies with leadership. The digitized Talent Management module has simplified the key HR processes—such as Performance Management, Talent Reviews, Individual Development Plans (IDPs), Performance Improvement Plans (PIPs), Succession Planning, Job Rotation, Employee Engagement, and Rewards & Recognition. This integrated approach fosters excellence in both employee development and leadership capability. Each process is strategically linked, with the output of one feeding into the next, creating a seamless and cohesive framework. This not only improves operational efficiency but also accelerates the development and preparedness of future leaders.

• Talent Review will now form part of formal HR annual calendar

- Recognizing Talent Champions and addressing Talent Damagers among managers to enhance the quality of Talent Review discussions. These reviews lead to the creation of a comprehensive Talent Card, which forms the basis for crafting Individual Development Plans for high-potential employees and Performance Improvement Plans for those needing support.

• Succession plan review – will form part of the Talent Review discussion. This will further strengthen future leadership development, the organization conducts an annual Talent Review with all Executive Committee members, placing a strong emphasis on HiPo's. This initiative is a key driver in accelerating leadership readiness and advancing succession planning efforts.

• Talent Pool review – The functional talent will be categorized and managed as Talent pool. For each function a function specific capability development framework will be created with help from Functional Expert such as SAP - License to Operate, Catalyst – HRBP Capability Development Program, PMG Capability Building Program, Project Management Certification Program, and with many more functional excellence training programs. The aim of such training programs is to build superior functional capabilities delighting our customers.

Future Leader Development Program: In order to ensure the instillation of the Core Value of "Passion for Excellence", continuous development efforts are invested through dedicated learning and development interventions like Managerial Development Program, Supervisors & Line Leaders Development Program, Associate Development Programs and many more.

E-Learning: Spark Minda Gurukul: The virtual platform offers diversified short duration courses to the existing employees on digital skills, organization specific, managerial development, leadership skills and technical skills. The curriculums are available on the digital portal that enables the learners to acquire knowledge and skills at their own pace. Mandatory courses like Prevention of Harassments at the Workplace, Vision Mission Values and Code of Conduct at Spark Minda, Whistle Blower Module, Cybersecurity Awareness – Phishing and Basic Hygeine-5S are ensured to be completed on Spark Minda Gurukul portal during the induction period of every new joiner in the organization.

Leadership Development: Our core values to engage, nurture and empower the talent are guaranteed by providing opportunities to our high performing employees. Different long-term leadership programmes offered by IIMs, IISc, IITs, and XLRI are pursued by the Top Talent. Certifications like CXO Programmes empowered people to manage and lead complex business challenges with confidence and informed decision-making ability. Association with a premier foreign institute like Wharton Business School has enabled the participant to transform the business and lead it with impact in an era of disruption.

Workforce Planning: In the past year, we undertook a comprehensive approach to workforce planning—analysing current capabilities, forecasting future needs, and addressing talent gaps through focused interventions. Building on this foundation, we are now advancing our efforts to strategically optimize talent deployment, ensuring our workforce structure is agile and aligned with evolving business priorities. This shift is aimed at enhancing efficiency, fostering innovation, and supporting sustainable growth across all functions.

Associate to Staff and DoJo centre: The Associate to Staff Policy outlines the structured pathway for associates aspiring to transition into full-time staff roles within the organization. Associates demonstrating consistent performance, professionalism, and alignment with company values are eligible for review after 2 years of their employment. At the time of joining, associates are required to participate in the Dojo Centre—our dedicated training and development hub. The Dojo Centre provides hands-on training, role-specific skill development, and mentoring sessions designed to prepare associates for operational excellence .

Culture: Our culture forms the foundation of who we are as an organization We cultivate an environment that promotes innovation, open exchange of ideas, courageous problem-solving, challenging the status quo, and a strong sense of ownership. At the heart of this culture is our deep trust in people—believing that extending and earning trust is the most meaningful way to show care about wellness of employees.

ESG: To promote balanced progress across social, economic, and environmental sustainability, a range of CSR and employee engagement initiatives have been undertaken, aligning efforts with the achievement of the Sustainable Development Goals (SDGs).

Engagement: We launched "SPARKCONNECT", our new intranet portal, as a centralized platform to promote a more connected, informed, and efficient workplace. Each of our site has various empowered participative forums working very effectively and addressing the grievance as grass root. All plants celebrate First Day Event sharing the month gone by and plan for month ahead. In addition, to build connect with our ex-employees, we will be introducing an Alumni Portal this year to actively engage with former employees and strengthen our extended community.

Values: At Spark Minda, we take pride in truly Living Our Values—Passion for Excellence, Nurturing Talent, Competency and Willingness, and Respect and Humility. We reinforce and celebrate these values through well-defined policies and procedures, executed with the utmost discipline.

Among our key policies are the Prevention of Sexual Harassment (POSH) and the Whistleblower Policy, which reflect our steadfast commitment to employee safety and maintaining a respectful, ethical workplace. We are dedicated to fostering a secure, inclusive, and high-performing work environment.

Our organizational culture is further enriched by a strong emphasis on Leadership competencies - Though Leadership, Performance Leadership and People Leadership. United under the spirit of One Spark Minda Group, we operate as a cohesive, purpose-driven organization aligned toward shared goals.

During the year under review, your Company has received awards and recognitions, which have been mentioned in Award section of this Annual Report.

At Minda Corporation, we are steadfastly committed to upholding the utmost standards of ethical, moral, and legal conduct in all our business endeavours. In line with this commitment, we have established a Vigil Mechanism / Whistle-blower Policy. This policy serves as a platform for all stakeholders, including employees, directors, customers, and vendors, to voice genuine concerns and grievances. The primary objective of this policy is to cultivate a culture characterized by robust governance, transparency, and trust within the organization. It aims to foster internal disclosure of information without fear of reprisal or victimization, thereby facilitating responsible whistleblowing by stakeholders.

Our policy is aligned with the relevant provisions of the Companies Act, 2013, and the Listing Agreement with Stock Exchanges in India. Stakeholders have direct access to the designated Whistle-blower ombudsman and the Chairperson of the Audit Committee through various channels such as email, post, and telephone for reporting any matter of concern. It is important to note that no individual has been deprived of access to the audit committee during the review period, and all reports and action plans submitted under this policy are diligently reviewed by the committee.

Furthermore, we have enhanced our compliance program over the past year by conducting a comprehensive assessment of existing policies and procedures from an Anti-Bribery and Anti-Corruption perspective. Based on this assessment, we have implemented an Anti-Bribery and Anti-Corruption (ABAC) policy in accordance with industry best practices and relevant laws, including The Prevention of Corruption Act, 1988, The Foreign Corrupt Practices Act (US), 1977, and the UK Bribery Act, 2010. Following the implementation of the ABAC policy, we are poised to conduct organization-wide training sessions aimed at educating employees on the applicability of laws, the significance of compliance, and the measures in place to mitigate associated risks.

Ourpolicystronglyencouragesemployeesandotherstakeholdersto report any serious concerns or disclosures without fear of retaliation within the company. Additionally, the policy is publicly available on thecompany'swebsiteatthefollowinglink:https://sparkminda.com/ Uploads/prospectus/1802pdctfile_1695pdctfile_1575pdctfile_ Whistle_Blower_Policy_unsigned(1).pdf

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act')" and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has received one complaint of sexual harassment, which has been resolved.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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 the Company under any scheme save and except ESOP referred to in this Report.

3. Neither the Executive Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries except. Ms. Pratima Ram, Independent Director of the company who also holds position of Independent Director on the Board of Minda Instruments Limited receives sitting fee for attending Its Board/Committee Meetings. Mr. N.K. Modi also holds the position of CEO and Executive Director of Minda Instruments Limited as additional responsibility. He received remuneration from Minda Corporation Limited during the year under review and the same is being recovered from Minda Instruments Limited

4. No significant material orders have been passed by the regulators or court(s) or tribunal(s) which would impact the going concern status of the Company and its future operations.

5. No such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

7. Details of difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

8. Your Company has not given, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the Company.

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2025.

Pursuant to Section 134(3)(l) of the Companies Act,2013 there is no material change and commitment, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31, 2025 and the date of this report.

Your Directors place on record their appreciation of the invaluable contribution made by the Company's employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.