Minda Corporation Ltd

To

The Members,

Your Directors have pleasure in presenting to you the 39th (Thirty Ninth) Annual Report and the audited financial statements for the year ended 31st March, 2024.

FINANCIAL SUMMARY

(Rs. in Million)

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

COMPANY PERFORMANCE

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 Rs. 38,445 Million against Rs. 34,924 Million during previous year registering a growth of 10.08%.

The Company has reported a Profit of Rs. 1,885 Million as against Profit of Rs. 2,406 Million during previous year with a decrease of 21.65% over the previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs. 46,511 Million against Rs. 43,001 Million during previous year registering a growth of 8.16%.

The Company reported a Consolidated Profit of Rs. 2,272 Million from continuing operations as against Profit of Rs. 2,845 Million earned during previous year with a decrease of 20.14% over the previous year.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 0.90/- per equity share (i.e. @ 45%) on 239,079,428 Equity Shares of Rs. 2/- each fully paid up for the year ended March 31, 2024. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on August 14, 2024. This is in addition to the interim dividend of Rs. 0.50/- per equity share (i.e. @ 25%) declared by the Board in its meeting held on February 01, 2024. The total dividend for FY 24 aggregates to Rs. 1.40/- per equity share (i.e. @ 70%) as against Rs. 1.20 per share (i.e. @ 60%) per equity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has formulated a Dividend Distribution Policy which is available at the Company's website i.e. https://sparkminda.com/ Uploads/prospectus/304pdctfile Dividend-Policy.pdf

INDUSTRY UPDATE

The Indian Automobile industry witnessed robust growth in FY24, marking a significant year with a sector-wide expansion of 10% year-over-year. This positive trend was reflected across various segments, including Two-Wheelers (2W), Three-Wheelers (3W), Passenger Vehicles (PV), Tractors (Trac), and Commercial Vehicles (CV), with some segments achieving record highs. A detailed analysis is provided in Management Discussion and Analysis Report.

The Indian automobile industry is poised for significant growth in FY25, bolstered by robust economic expansion and a youthful demographic profile. With the per capita Net National Income (NNI) on the rise, consumer purchasing power is expected to increase, driving higher vehicle penetration projected to reach 72 vehicles per 1,000 people by 2025. The industry benefits from extensive research and development, accounting for 40% of global engineering and R&D spending in the automotive sector, fostering innovations, especially in electric vehicles (EVs) and advanced automotive technologies.

CREDIT RATING

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

India Ratings & Research (Ind-Ra) has re-affirmed the credit rating and revised the outlook from Stable to Positive during the year under review whereas CRISIL has re-affirmed the long-term rating CRISIL AA-/Stable and short-term rating CRISIL A1+.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31st, 2024 is Rs. 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) Equity Share of Rs. 2/- (Rupees Two only) each. The Authorized Share capital of the Company is Rs. 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) equity shares of Rs. 2/- (Two) each aggregating to Rs. 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of Rs. 800/- (Rupees Eight Hundred only) each aggregating to Rs. 192,000,000/- (Rupees One Hundred Ninety-Two Million Only).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), 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 Rs. 50,511 (Rupees Fifty Thousand Five Hundred and Eleven only) for the year 2015-16 and the unclaimed dividend (interim) of Rs. 56,303 (Rupees Fifty-Six Thousand Three Hundred Three Only) for the year 2016-17 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

EMPLOYEE STOCK OPTION SCHEME 2017

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, your Company has not granted any new stock options to the employees of the Company and its subsidiaries. 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's website i.e. https://sparkminda. com/Uploads/prospectus/1616pdctfile ESOPAnnexure(1).pdf

DEPOSITS

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, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

CORPORATE GOVERNANCE

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per SEBI Circular dated May 10, 2021, a Business Responsibility and Sustainability Report is attached and forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 investment in associates 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.

DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION

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

Mr. Gajanan V. Gandhe (02023395) has been appointed as Independent Director of the Company w.e.f. August 03, 2023.

Mr. Ravi Sud (00074720) has been appointed as Independent Director of the Company w.e.f. February 01,2024.

Mr. Avinash Gandhi, (DIN: 00161107) and Mr. Rakesh Chopra, (DIN: 00032818), ceased to be the Independent Directors of the Company w.e.f. closure of business hours on March 31, 2024 on expiry of their terms of office.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Aakash Minda (DIN: 06870774), Executive Director of the Company 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 Regulations.

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.

The Board had designated Mr. Avinash Parkash Gandhi as the Lead Independent Director. Mr. Gandhi has vacated the office of Independent Director due to completion of tenure on March 31, 2024. The Board of Directors has designated Mr. Ashok Kumar Jha as the Lead Independent Director at its meeting held on April 22, 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

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

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 Act and Listing Regulations. 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 Act 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 nonindependent 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, 2024 considering the views of other directors.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review, 9 (Nine) Board Meetings, 8 (eight) 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 Act.

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

COMMITTEES OF THE BOARD

As on March 31, 2024, 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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Act and 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 available 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 Wholetime 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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, 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, 2024, have been prepared in accordance with Ind AS as prescribed under Section 133 of 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, 2024;

c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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.

NATURE OF BUSINESS

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

CODE OF CONDUCT

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/300pdctfile 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 Listing Regulations.

TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount from Retained Earnings to General Reserve of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2024 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. 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/308pdctfileAnnexure-XII-Related Party Transactions Policy.pdf

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 134(3)(g) of the Act, particulars of loans, guarantees or investments and securities provided under Section 186 of the Act 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 for Standalone Financial Statements and Note 2.37 to Contingent Liabilities).

During the year under review the Company has given additional loan of Rs. 8 Crore (Rupees Eight Crores Only) to Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) at a rate of interest of 8% p.a. and upon such terms and conditions as mutually agreed upon between the Company and Subsidiary Company (Refer Note 2.14 of Standalone Financial Statements). Your Company has disbursed an aggregating loan of Rs. 25 Crore (Rupees Twenty- Five Crores Only) till March 31,2024 to Spark Minda Green Mobility Systems Private Limited.

During the year under review the Company has given loan of Rs. 4 Crore (Rupees Four Crores Only) to Minda Infac Private Limited (JV Company) at a rate of interest of 8.0% and upon such terms and conditions as mutually agreed upon between the Company and JV Company (Refer Note 2.14 of Standalone Financial Statements).

The Company has not given any guarantee or provided any security during the financial year under review.

During the year under review, your Company has sold its financial investment (investment in Pricol) 19,140,342 (Nineteen Million One Hundred Forty Thousand Three Hundred Forty-Two) equity shares of Rs. 1 (One) each at a gross price of Rs. 343.60 per equity share. Please refer Note 2.5 of Standalone Financial Statements and Note 2.4(a) of Consolidated Financial Statements.

Your Company has invested in acquiring 3,16,250 (Three Lacs Sixteen Thousand Two Hundred Fifty) equity shares of Sunpound Solar Private Limited having face value of Rs. 10/- (' Ten Only) each, at the premium of Rs. 70/- (' Seventy Only) each aggregating to Rs. 80/- (Eighty) each for a total consideration of Rs. 2,53,00,000/- (Rupees Two Crores Fifty-Three Lakh Only) till April 2024. Sunpound Solar Private Limited is in the business of providing solar power (power producer). The Company has entered into Power Purchase Agreement with Sunpound Solar Private Limited for purchase of electricity/power as captive user on mutually agreed terms and conditions.

During the year under review, Minda Europe B.V, Netherlands, a non-operative Wholly Owned Subsidiary Company has been closed voluntarily. Minda Europe B.V. was not a material subsidiary of Minda Corporation Limited and therefore it will not impact consolidated financial statements of Minda Corporation Limited.

CORPORATE SOCIAL RESPONSIBILITY

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 Act, 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/302pdctfile 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 Act is the implementing agency for implementation of CSR activities. The details of the CSR initiatives undertaken during the financial year ended 31st March, 2024 and other details required to be given under section 135 of the Act 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.

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees' remuneration, as required under Section 197(12) of the Act, 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 Act, 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's website or send a written request to the Company at investor@mindacorporation.com.

In accordance with Section 136 of the Act, 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.

STATUTORY AUDITORS AND REPORT

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 2024-25 at Rs. 93,00,000/- (Rupees Ninety Three 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 Act. 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 Act requiring disclosure in the Board's Report.

SECRETARIAL AUDITORS AND 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 2023-24 as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report for financial year 2023-24 forms part of this Annual Report as Annexure-IV to this Directors' Report. There is no observation or qualification or adverse remarks in the report.

COST AUDITORS

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 2024-25 pursuant to Section 148 of the Act.

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 2024-25 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 Act requiring disclosure in the Board's Report.

LISTING

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 2024-25 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

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.

ANNUAL RETURN

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

PERFORMANCE OF SUBSIDIARIES

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

Pursuant to the provisions of section 136 of the Act, 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 Act 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/307pdctfile Policy-on- Material-Non-Listed-Subsidiary.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROL

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.

RISK MANAGEMENT

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 Act 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 the Listing Regulations. 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 27, 2023, October 25, 2023 and March 29, 2024. The Risk Management Policy can be accessed on the Company's website at the link: https://sparkminda. com/Uploads/prospectus/298pdctfile Annexure-XIIA-Risk Management Policy.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.

HUMAN RESOURCES

FY 2023-24 was the year of setting brilliant basics and building a culture of digital adoption in Human Resources function. The focus was accentuated towards talent strategy of "BUILD TALENT" rather than "BUY TALENT, where we have completed 100+ role elevations & enlargements in this year itself. The Company has streamlined multiple modules in it's HRIS such as Recruitment, PMS and Compensation module. In FY 2024-25, SPARK MINDA GROUP is committed for an increased focus on advancement of Talent Management module in HRIS, building performance culture with objective evaluation based on sharply defined unique roles & functional competencies. Your Company shall enhance it's development programs for Top talent and Successors of critical roles to become "Future Ready".

Talent Acquisition: Our hiring process is now fully digital, ensuring effectiveness and transparency from requisition to selection. "Nurturing Talent" remains our guiding principle, providing ample growth opportunities through our Internal Job Postings (IJP). This promotes a culture of internal advancement and talent development offering every employee the chance to grow and succeed within. In pursuit of continuous improvement, we're reengineering our digital recruitment to further streamline operations and enhance satisfaction. Our commitment to digital excellence has significantly improved our hiring efficiency.

Young Spark (Campus Hiring Program): The "Young Spark" Campus program was launched to attract young engineers and professionals to the automobile component industry. The program is now unified in the annual HR calendar, reflecting its significance within our organizational strategy and commitment to fostering talent development. This year, our ambitious objective is to onboard over 100+ Young Sparks into our organization, thereby enriching our workforce with fresh perspectives, creative energy, and diverse skill sets. By offering comprehensive training and mentorship opportunities, we aim to equip these individuals with the necessary tools and knowledge to thrive in their respective roles and contribute meaningfully to our collective success.

Diversity & Inclusion: At SPARK MINDA, we are committed to nurturing a diverse and inclusive environment that equitably nurtures talent. Our recruitment strategy is focused on attracting a wide range of perspectives to enrich our strategic approach. We are actively refining our Diversity & Inclusion policy to enhance the representation of women in leadership positions.

HR strategy for Future Readiness: Our HR strategy evolves to further embed an integrated approach that not only attracts, motivates, engages, and retains top talent but also empowers our People Managers to excel. This year, we are enhancing our focus on creating high-performing teams and driving a strong performance culture by leveraging advanced tools and processes. We are committed to nurturing internal talent and ensuring our workforce is agile, future-ready, and aligned with our strategic objectives. Our redefined strategy is designed to maintain our competitive edge through continuous improvement and innovation in our talent management practices.

Performance Management: SPARK MINDA embrace the culture of "Pay for Performance and orchestrating to develop the HiPo's "within" through Talent Review discussions and quarterly review of Individual Development Plan's and other course of actions. SMART Goal setting with proper periodical Check-In's lays the foundation of entire Talent Management cycle.

Talent Management: Digitalized TM Module amalgamated the procedure of Performance Management process, Talent Review, IDP's /PIP's, Succession planning, Job Rotation, Employee engagement, Rewards and Recognition which propel us towards Excellence for People and Leadership acumen. Every procedure is being interlinked to each other and the output of one will be the input of other that come across and accelerate the future leaders.

Talent Review: Spark Minda pronounced a delicate balance between Talent Champions and Talent Damagers (managers) to concrete the Talent Review discussions. Talent Review consummate with a Talent Card that support us to drive the Individual Development Plan for HiPo's and Performance Improvement Plan for low performers. The company organizes an annual discussion (notably on HiPo's) with all Executive committee members to intensify the Future Leadership.

Training and Development Plan: Spark Minda Gurukul - the virtual platform offers diversified short duration courses to the existing employees on digital skills, organization specific, managerial development, leadership skills where they can attain 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. This helps to inculcate the Minda values in every employee.

Functional Capability Development: Our Company's vision of 'Preferred Employer' is accomplished by creating Talent Champions within the organization. Training programs like Effective Stores & Inventory Management, PMG Capability Building Training Program, Finance for Non-Finance Workshop, Japanese Language Training ensured that our Talent Champions retain the best of knowledge and skills. These programs are designed with agenda of covering the modules focussed on enhancing the necessary skills, knowledge and confidence to perform the duties and develop a growth mindset.

Future Leader Development Program: We thrive to provide a safe, inclusive and comfortable work environment to ensure a diverse and inclusive culture within the organization. Continuous development efforts are invested through dedicated learning and development interventions like Aspiring Leadership Development Program, Managerial Development Program, Supervisors & Line Leaders Development Program, Associate Development Programs and Future Ready People Leadership Development Program.

Leadership Development: Our core values to engage, nurture and empower the talent within the organization are guaranteed by providing opportunities to our high performing employees. 8 employees are enrolled into different long-term leadership programmes offered by IIMs, IlSc, IITs and University of Pennsylvania. Programmes like CEO Programme & COO Programme by IIM Kozhikode shall certify the participants with the skills that will empower to manage and lead complex business challenges with confidence and informed decision-making ability. Association with a premier foreign institute like Wharton Business School shall enable the participant to transform the business and lead it with impact in an era of disruption.

Workforce planning: Last year, we focused on analyzing, forecasting, and planning our workforce needs, assessing gaps, and implementing targeted talent management interventions to achieve our strategic objectives. This year, we are taking a decisive step to optimize our talent distribution and ensure that our workforce composition aligns with our evolving business strategies, driving efficiency and innovation across all verticals.

Culture: Our Culture is an important part of our existence - We encourage innovation, experience sharing, confronting fearlessly, challenging status quo and taking ownership. We trust our people and we believe that the demonstration & investment in trust is the ultimate expression of care. Emphasis and Evaluation is being considered for setting an agile structure and development to balance all around sustainability.

Engagement: We launched "SPARKCONNECT" an INTRANET portal. It is our gateway to a more connected, informed, and productive work environment. With features like Single Sign On, Events, Media Coverage, IJP's, The Shrine Doc library, LMS, and more, this platform is designed to streamline our daily tasks and keep us updated on all organizational happenings & engagement at group level.

ESG: To balance the development among social, economic and environmental sustainability, various activities in CSR and employee engagement covered to ensure attainment of Sustainable Development Goals.

Policies and Values: Our organization is proud of "Living Our Values" - "Passion for Excellence", "Nurture Talent, competency and willingness", "Respect and Humility" These are engrained in every employee and in their every action. We celebrate our essential values through policies and procedures implemented with utmost discipline. POSH - Prevention of Sexual Harassment and Whistleblower Policy are some of our foremost policies. We ensure the safety of our employees as a priority, and are committed towards ensuring a harmonious and productive work environment.

We follow a Culture of Strategic Thinking, Business Acumen, Enabling Change, Passion & Execution, Team Orientation and being 'One SPARK MINDA GROUP' which enable us to be a closely-knit group.

AWARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 Act and the Listing Regulations. 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.

Our policy strongly encourages employees and other stakeholders to report any serious concerns or disclosures without fear of retaliation within the company. Additionally, the policy is publicly available on the company's website at the following link: https:// sparkminda.com/Uploads/prospectus/297pdctfile Whistle Blower Policy unsigned.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

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 1 (One) complaint of sexual harassment, which has been resolved.

GENERAL

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 Mr. N.K. Modi, Executive Director who has also been appointed as Executive Director of Minda Instruments Limited, a wholly owned subsidiary of the Company w.e.f. April 1,2024. Mr. Modi is receiving remuneration from Minda Instruments only w.e.f. April 1, 2024 onwards. Ms. Pratima Ram, Independent Director of the company also holds position of Independent Director on the board of Minda Instruments Limited and receives sitting fee for attending Its Board/Committee Meetings.

4. 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.

5. 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

6. 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

7. 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.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2024 except as provided in this report.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Act 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 31,2024 and the date of this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

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.