Amalgamation/Merger

UlDt•)( Uno M inda Lim ite d MINDA] -n.::tlVING THE NE,,.,-- Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date: August 04, 2026 National Stock Exchange of India Ltd. BSE Ltd. Listing Deptt., Exchange Plaza, Regd. Office: Floor -25, Bandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers, Mumbai -400 051 Dalal Street, Mumbai-400 001 NSE Symbol: UNOMINDA BSE Scrip: 532539 Sub: -Outcome of the Adjourned Board Meeting concluded on Tuesday, August 04, 2026 Ref: Our Intimation dated July 30, 2026 for considering Dear Sir(s)/ Madam, This is further to our earlier communication dated August 04, 2026, where it was informed that the meeting of the Board of Directors of the Company held today was commenced at 10:40 A.M. and was adjourned at 11:00 A.M. The meeting subsequently resumed today at 1:30 P.M. in which the Board has, inter-alia, considered and approved the following matter: Scheme of Amalgamation amongst Minda Onkyo India Pvt. Ltd., Subsidiary with Uno Minda Limited and their respective shareholders and creditors The Board of Directors on the basis the recommendations of the Audit Committee and the Independent Directors of the Company has approved the Scheme of Amalgamation of Minda Onkyo India Pvt. Ltd. ("MOIPL" or "Transferor Company") with Uno Minda Limited ("UML" or "Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). The Scheme is subject to necessary statutory and regulatory approvals including the approval of shareholders and creditors and the Hon'ble National Company Law Tribunal, having jurisdiction over the respective companies. Further, the Company will file the Scheme with the Stock Exchange(s) pursuant to the provisions of Regulation 37 and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing regulations"]. Pursuant to Regulation 30 of SEBI Listing Regulations, read with Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated January 30, 2026, the requisite details against the aforesaid matter(s) are enclosed as Annexure-I to this letter. The above disclosures are made in compliance with Regulation 30, 51 and other applicable provisions of the SEBI Listing Regulations. The Board Meeting concluded at 2:30 P.M. The aforesaid disclosures are also being made available on the website of the www.unominda.com. Uno Minda Umfled (Corporate Office) : Village Nawada Fatehpur, P.O. Sikanderpur Badda, Manosar, Distt. Gurgao Hcffyo - 122004, India. T: +91 124 2290427/28, 2290693/94/96 F: +91 124 2290676/95 Email: info@unominda.com,www.unomindo.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi - 11 0052 CIN No.: l7 4899Ol 1 992PLC050333 klJIC•l( Uno Minda Limited MINDA] --.:>.:IIVINGi THE NE~ Please take the same on your records. Thanking you. Yours faithfully, For Uno Minda Limited Tarun Kumar Srivastava Company Secretary & Comp ·a<-1,..c-o.;,, ICSI M. No.11994 Place: Manesar, Gurugram Uno Minda Umlted (Corpon:m, Office) : Village Nawada Fatohpur, P.O. Sikandorpur Badda, Manesar, Distt. Gurgaon, Haryana - 122004, India. T: +91 124 2290427/28, 2290693/9-4/96 F: +91 124 2290676/95 &nail, info@unorninda.com, www.unominda.eam Regd. Office: 8-64/1, Waz.irpur Industrial /Jllea, DeO,i - 110052 aN No.: L748990Ll992Pl.C050333 Uno Minda Limited [MINDA] ---;>~IVINGi THE NEVV- Annexure-1 Disclosure under Sub-Para (11 of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14{7)2025-CFD-POD2/l/3762/2026 dated January 30, 2026: Sr. No. Particulars a) Name of the entity(ies) forming 1. Name of the Transferor Company: Minda Onkyo part of the amalgamation/merger, India Private Limited ("MOIPL" or "Transferor details in brief such as, size, Company"). It is a Subsidiary of UML. turnover etc. 2. Name of the Transferee Company: Uno Minda Limited ("UML" or "Transferee Company"). 3. Turnover and Net worth of Companies based on audited financial statements as at 31st March 2026: (Amount in INR Crores) Name of the Net Worth Turnover Company MOIPL 28.39 40.28 UML 5793.87 14699.65 b) whether the transaction would fall Yes, since UML and MOIPL are related parties. within related party transactions? However, the said transaction shall not attract If yes, whether the same is done at compliance with the requirements of Section 188 of "arm's length"; the Companies Act, 2013 pursuant to the clarifications given by the Ministry of Corporate Affairs, vide its General Circular No. 30/2014 dated 17th July 2014. Further, the consideration to be discharged for the Scheme is determined by Independent Registered Valuer on which a fairness opinion has been issued by an Independent Category 1 merchant banker, the transaction therefore is at arm's length. c) area of business of the entity(ies) The Companies are primarily engaged in the business of manufacturing and selling of Automotive Components. d) rationale for amalgamation/ The amalgamation would be in the best interest of merger the companies and their respective shareholders, employees, creditors and other stakeholders for, inter alia, the following reasons: ,.J\ ,-.... or->r<'{..:1~ ::,b,.vt- Uno Minda Limited (Corporate Office) : Village Nawada Fatehpur, P.O. Sikandarpur Badda, Manesar, Distt. Gurgaon, India. T: +91 124 2290427/28, 2290693/94/96 F: +91 124 2290676/95 Entail:info@unominda.com,www.unominda.com Regd. Office: B-64/1, Wazirpur lndustriol Area, Delhi - 110052 ON No.: L7 4899DL 1 992Pl.COS0333 • Uno Minda Limited --.::,~I VINGi THE NEVV- (a) Transferor Company was a joint venture company pursuant to Joint Venture Agreement executed on December 19, 2016 between the Transferee Company and Onkyo Corporation, Japan. Subsequently Onkyo Corporation, Japan was restructured and the business of speaker was demerged and transferred to Onkyo Sound Corporation. Pursuant to the aforementioned restructuring an addendum to Joint Venture Agreement was entered on March 15, 2021. Subsequently bankruptcy proceedings were initiated against the Joint Venture partner Onkyo Sound Corporation vide order of Osaka, District Court Japan on March 28, 2022. Post that Transferee Company entered into Share Purchase Agreement on August 29, 2024 with Onkyo Sound Corporation and has acquired in tranches the 49% stake held by Onkyo Sound Corporation. The present holding of Transferee Company is 99% in Transferor Company. As the JV agreement has been terminated and the Transferee Company has control over the affairs of Transferor Company, it is more expedient to amalgamate the said Transferor company with Transferee Company to have more synergies for business operations and to reduce cost of operations instead of carrying out the operations of Transferor Company as a separate legal entity; (b) It would result in an amalgamated company that is expected to have improved financial strength. Particularly, the Transferor Company and Transferee Company believe that the combined business will augment revenue growth and merged profitability; (c) It would facilitate more economic and efficient management, control and running of the businesses of the Company concerned; (d) It would enable a focused business approach for the maximization of benefits to all stakeholders; (e) It is expected to achieve simplification of holding structure of entities forming part of the group, improve operational and management Uno Minda Limited (Corporate Office) : Village Nawada Fatohpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryona - 122004, India. T: +91 124 2290427/ 28, 2290693/94/96 F: +91 124 2290676/95 Email: info@unominda.com,www.unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi - 110052 ON No.: L74899DL1992Pl.C050333 uJOC•)f Uno Minda Limited MINDA] ---.:::,~I VIN& THE NEv,,r- efficiencies, streamline business operations and decision-making process and enable g [Showing first 8,000 characters — download PDF for full document]