Uno Minda Ltd

To

The Members,

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:

(Amount Rs. in Crores, unless otherwise stated)

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

The standalone revenue from Operations for FY 2024-25 increased by approximately 18.65 % over previous year and stood at Rs. 12,455.66 Crores as against Rs. 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

Rs. 796.26 Crores as against Rs. 665.41 Crores in the previous year. Total comprehensive income for the FY 2024-25 is

Rs. 707.75 Crores as against Rs. 617.54 Crores in the previous year.

The consolidated revenue from Operations for the FY 2024-25 increased by approximately 19.55% over previous year and stood at Rs. 16,774.61 Crores as against Rs. 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 Rs. 1,020.57 Crores, as against

Rs. 924.71 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2024-25 is Rs. 855.59 Crores as against Rs. 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.

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 2047, 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 overallindustrygrowth.Switch,LightingandCastingbusinesses 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

Rs. 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.

The Board at its meeting held on 6 February 2025, declared an interim dividend of Rs. 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 Rs. 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 Rs. 2.25 per equity share of Rs. 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-Policy.pdf

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

1) Authorised Share Capital

The Authorised share capital of the Company as on

31 March 2025 is Rs. 1148,15,33,980 (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 Rs. 2 (Rupee Two Only) each and 2,75,00,000 (Two Crores Seventy Five Lakhs) No. of 8% Non-Cumulative Redeemable Preference Shares of Rs. 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 Rs. 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 Rs. 722,75,33,980 (Seven Hundred Twenty Two Crores Seventy Five Lakhs Thirty Three Thousand Nine Hundred Eighty) to

Rs. 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

Rs. 114,81,89,150 (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 Rs. 2 (Rupee Two only) each. The Subscribed and Paid-up Equity Share capital of the Company as on 31 March 2025 stood at

Rs. 114,83,27,690 (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 Rs. 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 Rs. 2 (Rupee Two only) each to the Employees of the Company, its subsidiaries, associates and Joint ventures, who had exercised the ESOPs.

The Company has issued the Unlisted Commercial Papers in

8 (eight) tranches amounting to Rs. 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 Rs. 75.00 Crores which are maturing in the FY 2025-26. After the year under review, the aforesaid outstanding amount of Rs. 75.00 Crores got redeemed.

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

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

All the aforementioned unsecured NCDs were listed on the Wholesale Debt Market segment of BSE Limited as of 31 March 2025. The funds raised through these issuances were utilised in accordance with the objectives stated in the Information Memorandum of the respective issuances. The Company has been regular in making coupon payments on the aforesaid NCDs.

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

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

Further, below additional agreements were also executed between the Company, WFS and MWTL to give effect to the aforesaid transaction: a) Amended and restated Joint Venture Agreement dated 28 September 2023.

b) Share Purchase Agreement dated 28 September 2023.

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

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 Rs. 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.

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 Rs. 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.

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 Rs. 62.69 Crores. The production is expected to commence in FY 2026-27.

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 Rs. 1.30 Crore. Post-acquisition, MNAPL became the Associate of the Company and the Joint Venture Agreement stands terminated.

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.

Minda Onkyo India Private Limited ("MOIPL") was a 50:50 Joint Venture Company between the Company and Onkyo Sound Corporation engaged in the business 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 Rs. 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 Rs. 1.53 Crore. Post such acquisition, MOIPL has become the Subsidiary of the Company with its equity holding at 80%.

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 Rs. 210 Crores. The plant is expected to commission its operation upto Q4 FY

2025-26.

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 Rs. 283 Crores, with operations expected to commence in Q1 FY 2026-27.

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 Rs. 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 Rs. 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.

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.

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 2024 in the name and style of "Uno Minda Limited odstepny zavod". The said Branch Office is opened for providing incubation and engineering services in various areas of lighting technology.

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

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

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 11,000 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

Rs. 66 Crores (excl. 6.50 Crores sustainable Capex) and the same is expected to start its operations upto Q2 FY 2025-26.

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 Rs. 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.

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 Rs. 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 Rs. 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.

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

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.

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:

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.

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.

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 checkup 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.

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.

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.

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan and its effectiveness for the Company.

The Risk Management Policy of the Company is made available on the website of the which can be accessed at https:// www.unominda.com/uploads/investor/policies/risk%20 management%20policy.pdf The Company has also laid down the procedures to inform Board members about risk assessment and minimisation. Regular meetings of the Risk Management Committee are held to review and further improve the risk management systems of the Company to ensure a consistent, efficient and effective assessment and management of risk in the achievement of the organisation's objectives.

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

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

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

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

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 Rs. 1.73 Crores from Uno Mindarika Private Limited, a material Subsidiary of the Company where also he occupies the position of Managing Director.

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.

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:

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 redesignated 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.

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.

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.

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.

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.

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

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.

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.

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.

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%20policy.pdf

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.

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

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

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

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

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.

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.

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.

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.

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 reappointing 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.

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

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

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

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.

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

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

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.

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

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

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

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

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.

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.

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.