(f) The fair values of the investment properties have been determined by an independent, accredited registered valuer who specialises in valuing such properties and is recognised under Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017. The valuation has been carried out using a model consistent with the principles recommended by the International Valuation Standards Committee.

Description of valuation technique used

The fair value of the land has been derived using the Market Value Approach, and the fair value of the building has been determined using the Depreciated Replacement Cost (DRC) Method.

The Market Value Approach involves a comparison of the land with similar properties that have been sold on an arm's length basis or are available for sale in the same or comparable locations. This approach reflects the prices that market participants have historically been willing to pay in an open and competitive market.

The Depreciated Replacement Cost Method estimates the current cost of constructing a similar asset with equivalent utility and adjusts the same for physical deterioration, functional obsolescence, and economic obsolescence, where applicable.

Inputs used to determine the valuation

Land - Market Value Approach: The significant inputs used in the valuation of land include, prevailing market prices of comparable land parcels in similar locations, location, size, shape, and access to infrastructure, permissible land use and applicable zoning/land use regulations, development potential, adjustments for time, location, and other qualitative differences between the subject property and comparable transactions.

Building - Depreciated Replacement Cost Method: The significant inputs used in the valuation of buildings include estimated current replacement cost of construction based on prevailing market rates, nature, specification, and quality of construction, age of the building and estimated total useful life, physical depreciation based on condition assessment, adjustments for functional and economic obsolescence, where applicable.

Sensitivity analysis of the investment property fair value assumptions

The Company performs sensitivity analysis on the significant assumptions used by the independent valuer to assess the impact of changes in key valuation inputs on the fair value of the investment property. Based on such analysis, the management believes that the fair value determined is reasonable and appropriate as at the reporting date.

(i) Impairment testing of goodwill

For the purpose of impairment testing, goodwill acquired pursuant to business combinations amounting to '137.69 crores (31 March 2025: '137.57 crores) has been allocated to the following Cash Generating Units ("CGUs"), being the lowest level within the Company at which goodwill is monitored for internal management purposes. Carrying amount of goodwill allocated to each CGU are as under:

Seating Business - '87.55 crores (31 March 2025: '87.43 crores); Controller Business - '26.75 crores (31 March 2025: '26.75 crores); Alloy Wheel (Four-Wheeler) Business - '23.39 crores (31 March 2025: '23.39 crores).

The Company has performed an annual impairment test of goodwill as at 31 March 2026 and 31 March 2025 respectively to ascertain the recoverable value of each CGU determined based on the Value in Use method as the Company believes this method better reflects the expected future economic benefits arising from the continued use of the CGUs.

The Value in Use calculations are based on cash flow projections derived from financial budgets approved by management, covering a forecast period of five years. Cash flows beyond the forecast period are extrapolated using a long term growth rate. The key assumptions used in the impairment assessment include Sales growth rates, Gross margins, Working capital requirements, Discount rate, Long term growth rate beyond the budget period, Terminal value assumptions.

Sales growth rates and gross margins are based on historical performance of the respective CGUs and management's assessment of future market conditions and are consistent with external industry forecasts applicable to the respective CGUs. The discount rate represents the current market assessment of the time value of money and the risks specific to each CGU. The discount rate has been derived from the CGU's Pre tax Weighted Average Cost of Capital (WACC), which considers both the cost of equity and the cost of debt.

The long term growth rate used to extrapolate cash flows beyond the forecast period reflects management's assessment of the long term growth prospects of the relevant industries and does not exceed the long term average growth rates for the markets in which the CGUs operate.

Management has performed sensitivity analysis on the key assumptions used in the Value in Use calculations, including sales growth rates, gross margins, discount rates, and long term growth rates, to assess the impact of reasonably possible changes in these assumptions.

Based on the sensitivity analysis performed, management believes that reasonably possible changes in the key assumptions would not result in the carrying amounts of the CGUs exceeding their respective recoverable amounts. Accordingly, no impairment of goodwill has been recognised during the current or previous year.

(ii) There are no restrictions over the title of the Company's intangible assets, nor are any intangible assets pledged as security for liabilities.

(iii) On transition to Ind AS (i.e. 1 April 2016), the Company had elected to continue with the carrying value of all intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.

NOTE 6 RIGHT-OF-USE ASSETS AND LEASES LIABILITIES

(i) Right-of-use assets:

The Company's lease asset primarily consist of :

(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms between 2 to 30 years.

(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease terms between 5 to 20 years.

(c) Leasehold land representing land obtained on long term lease from various Government authorities.

The Company's obligations under its leases are secured by the lessor's title to the leased assets.

The Company also has certain leases with lease terms of 12 months or less and low value leases. The Company has applied the 'short-term lease' recognition exemptions for these leases.

(a) The operation of the each investee company represent the separate cash generative unit (CGU). During the current year and previous year, the Company has identified the indicator of impairment in respect of certain CGU and performed an annual impairment test as at 31 March 2026 and 31 March 2025 respectively to ascertain the recoverable value of each CGU determined based on the Value in Use method as the Company believes this method better reflects the expected future economic benefits arising from the continued use of the CGUs.

The Value in Use calculations are based on cash flow projections derived from financial budgets approved by management, covering a forecast period of five years. Cash flows beyond the forecast period are extrapolated using a long term growth rate. The key assumptions used in the impairment assessment include Sales growth rates, Gross margins, Working capital requirements, Discount rate, Long term growth rate beyond the budget period and Terminal value assumptions.

Sales growth rates and gross margins are based on historical performance of the respective CGUs and management's assessment of future market conditions and are consistent with external industry forecasts applicable to the respective CGUs.

The discount rate represents the current market assessment of the time value of money and the risks specific to each CGU. The discount rate has been derived from the CGU's Pre tax Weighted Average Cost of Capital (WACC), which considers both the cost of equity and the cost of debt.

The long term growth rate used to extrapolate cash flows beyond the forecast period reflects management's assessment of the long term growth prospects of the relevant industries and does not exceed the long term average growth rates for the markets in which the CGUs operate.

The calculation performed indicate that recoverable value of these CGU is greater that carrying value of respective CGU, hence there is no impairment of investment except provision for impairment of investment mentioned in note (e) below.

Management has determined above mentioned assumptions based on past performance and its expectations of market development. The sales growth rates used are consistent with the forecasts included in industry reports of respective CGU. The calculations performed indicate that recoverable amount of these CGUs is greater than the respective carrying value and there is no impairment. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of 'value in use' of respective CGUs. Based on this analysis, management believes that change in any of the above assumption would not cause any material possible change in carrying value of these CGUs over and above its recoverable amount.

(c) During the current year, the Company has made a further investment of '11.05 Crores (Euro 11,00,000) in the equity shares of its wholly owned subsidiary, Global Mazinkert S.L.

(d) During the previous year, the Board of Directors, at its meeting held on 14 February 2025, approved the acquisition of an additional 49.90% equity stake in the subsidiary "Uno Minda EV Systems Private Limited" ("UMEVS") from "FRIWO Geratebau GmbH" ("FRIWO GmbH") along with acquisition of intellectual property rights and E drive business assets in Germany through UMEVS from FRIWO GmbH and E drive business assets in Vietnam through another subsidiary, "Minda Industries Vietnam Co. Ltd." (MIVCL), from "FRIWO Vietnam Co. Ltd.", a group company of FRIWO GmbH.

During the current year, the Company has completed the acquisition of equity shares in UMEVS for a consideration of '141.28 crores, resulting in an increase in the Company's shareholding from 50.10% to 100%, thereby making UMEVS a wholly owned subsidiary of the Company. Further, the respective subsidiary companies have completed the acquisition of E drive business assets for an aggregate consideration of '58.01 crores.

Further to the above, during the current year, the Company has made an additional investment of '35.00 crores in the fully paid up equity shares of UMEVS, resulting in the total investment in the fully paid up equity shares of UMEVS aggregating to '176.28 crores.

(e) The Board of Directors at its meeting dated 01 December 2025, have approved the acquisition of 49.90% equity stake in the subsidiary company namely "Uno Minda Buehler Motor Private Limited" ("UMBM") from "Buehler Motor Gmbh" ("Buehler") for consideration of '0.11 crores. The said transaction has been completed on 15 December 2025 and UMBM has become a wholly owned subsidiary of the Company. Pursuant to this, the Company has reassessed the recoverable value of its existing equity stake, and recognised provision for impairment amounting to '11.76 crores and has been disclosed as "Exceptional items" in these standalone financial statements. The existing Joint Venture agreement between the Company and Buehler stands terminated and separate amended and restated Technical License Agreement (TLA) has been entered into. During the current year, name of the UMBM has been changed to Uno Minda Mobility Solutions Private Limited.

(f) During the current year, the Company has made an additional investment of '76.94 crores in the fully paid up equity shares of its existing wholly owned subsidiary, "Uno Minda Auto Innovations Private Limited". The said investment does not result in any change in the shareholding of the Company, and the entity continues to remain a wholly owned subsidiary of the Company.

(g) During the previous year, the Company had made additional investment in existing joint venture namely "Toyoda Gosei Uno Minda India Private Limited" (formerly known as Toyoda Gosei Minda India Private Limited) amounting to '16.97 Crores resulting in increase in the shareholding from 47.93% to 49.90%.

(h) The Board of the directors of the Company in its meeting held on 28 September 2023 had approved the acquisition of 26% (twenty six percent) stake held by "Westport Fuel System Italia S.R.L" in erstwhile joint venture namely "Minda Westport Technologies Limited" ("MWTL") for a consideration of '14.81 Crores. The said acquisition was completed on 18 April 2024 along with acquisition of control over board of directors and accordingly, MWTL had become a subsidiary of the Company.

(i) During the previous year, the Board of the directors of the Company in its meeting held on 7 August 2024 has approved the acquisition of 49% (forty nine percent) stake held by "Onkyo Sound Corporation" ("OSC") Japan in erstwhile joint venture namely "Minda Onkyo India Private Limited" ("MOIPL") for the consideration of '2.53 Crores to be acquired in two phases comprising of 30% acquisition in phase I for the consideration of '1.55 Crores and 19% acquisition in phase II for the consideration of '0.98 Crores. Phase I acquisition was completed on 24 September 2024 along with acquisition of control over board of directors and accordingly, MOIPL had become a subsidiary of the Company. Phase II acquisition will be completed upon satisfaction of the conditions specified in share purchase agreement.

(j) During the previous year, the Committee of the Board of the Company at its meeting held on 2 September 2024, approved the acquisition of 49% (forty nine percent) stake in Minda Nabtesco Automotive Private Limited ("MNAPL") held by "Nabtesco Automotive Corporation" ("NAM") for consideration of '1.30 Crores. The said transaction was completed on 26 September 2024. Consequently, MNAPL had become an associate of the Company.

(k) During the earlier year, the shareholders of joint venture company namely "Minda TTE Daps Private Limited " ("the entity") at their Extra-Ordinary General Meeting held on 31 March 2023 had approved the voluntary liquidation of the entity and approved the appointment of liquidator, as per the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016. The entity is under liquidation with effect from 31 March 2023 i.e. liquidation commencement date.

(l) Equity instruments designated at fair value through other comprehensive income comprise investments in equity shares of listed entity. These investments were irrevocably designated at fair value through other comprehensive income as the Company considers these investments to be strategic in nature for its primary business activities.

(c) Trade receivables includes '24.31 crores (31 March 2025: '42.81 crores) due from firms or private companies in which director of the Company is a director, partner or member. Apart from this there is no other trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

(d) For terms and conditions relating to related party receivables refer note 34.

(e) Trade receivables are non-interest bearing and are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers.

(f) Trade receivables includes amount to be billed to the customers with respect to satisfied performance obligation amounting to '91.11 Crores {31 March 2025: '47.17 Crores}.

(g) Refer note 13(A) for trade receivables hypothecated as security for borrowing by the Company.

(h) Pursuant to an arrangement with a financial institution, the Company has sold certain of its trade receivables on a nonrecourse basis. The receivables sold were mutually identified and agreed upon with the financial institution after considering the creditworthiness of the customers and the underlying contractual terms. In accordance with Ind AS 109 - Financial Instruments, the Company has evaluated that it has substantially transferred all such risks and rewards of ownership of trade receivables. Accordingly, the receivables have been derecognised from the Balance Sheet. As at 31 March 2026, the carrying amount of trade receivables derecognised pursuant to the aforesaid arrangement amounts to '173.54 crores (31 March 2025 ' Nil). The Company does not have any continuing involvement in respect of such derecognised receivables.

(vi) Terms/rights attached to equity shares

The Company has only one class of issued equity share capital having par value of '2/- per share (31 March 2025 '2/- per share). Each shareholder is entitled to one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature and purpose of other equity

(i) Equity component of other financial instruments

The equity component of compound financial instruments represents the residual amount, being the difference between the fair value of the entire compound financial instrument and the fair value of the financial liability component. Such equity component is recognised directly in equity and is not reclassified to the Statement of profit and loss.

(ii) Shares pending issuance

The shares pending issuance in the previous year represented equity shares of the transferee company to be issued to noncontrolling shareholders of the transferor companies pursuant to the scheme of amalgamation approved by the NCLT. The Company has issued these shares in current year {refer note 41(ii)}.

(iii) Securities premium

Securities premium represents the premium received on the issue of equity shares. The balance in the securities premium account can be utilised only for permitted purposes in accordance with the provisions of the Companies Act, 2013, such as the issue of bonus shares.

(iv) Capital redemption reserve

In accordance with the provisions of the Companies Act, 2013, when the Company redeems or purchases its own shares out of free reserves or the securities premium account, an amount equal to the nominal value of the shares redeemed or purchased is transferred to the capital redemption reserve. This reserve was created pursuant to the redemption of preference shares in an earlier year and can be utilised only in accordance with the provisions of the Companies Act, 2013.

(v) Capital reserves

Capital reserve represents the excess of net assets acquired over the consideration transferred in a business acquisition. This reserve is not available for distribution to shareholders.

(vi) Capital reserve arising on amalgamation

Capital reserve arising on amalgamation represents the excess of net assets acquired over the consideration transferred or the value of investment cancelled in a common control business combination.This reserve is presented separately from other capital reserves and is not available for distribution to shareholders.

(vii) General reserve

Under the erstwhile Companies Act, 1956, the Company transferred a specified percentage of net profits annually to the general reserve as per applicable regulations. These transfers were intended to ensure that, where dividend distribution exceeded 10% of paid up share capital, the total dividend declared did not exceed the distributable profits for the year. With the introduction of the Companies Act, 2013, the mandatory requirement to transfer a portion of net profits to general reserve has been withdrawn. However, amounts previously transferred continue to be governed by the utilisation provisions of the Companies Act, 2013.

(viii) Employee stock options reserve

The employee stock options reserve represents the grant date fair value of stock options issued under the Company's Employee Stock Option Plan (ESOP) accumulated during vesting period. Upon exercise of stock options by employees, the corresponding amount is transferred from this reserve to the securities premium account.

(ix) Retained earnings

Retained earnings represents the accumulated profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement gain/ (loss) on defined benefit obligation, net of taxes that will not be reclassified to Statement of profit and loss. This amount is available for distribution to the shareholders.

(x) Foreign currency translation reserve (FCTR)

Exchange differences arising on the translation of the financial statements of foreign operations (branches) are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. On disposal of a foreign operation (branch), the cumulative amount recognised in other comprehensive income relating to that foreign operation is reclassified to the Statement of Profit and Loss.

(xi) Equity instruments through other comprehensive income (FVOCI)

The Company has elected to recognise changes in the fair value of certain equity investments in other comprehensive income. Such fair value changes are accumulated in the "Equity Instruments through Other Comprehensive Income" (FVOCI) Reserve within equity. Upon derecognition of the related equity investments, the cumulative balance in the FVOCI reserve is transferred to retained earnings.

(vi) Borrowings contains certain debt covenants relating to security cover, net debt to tangible net worth ratio, debt service coverage ratio, fixed asset coverage ratio, interest coverage ratio, debt to EBITDA ratio, net debt to cash accrual ratio, total outside liabilities to tangible net worth ratio and current ratio. The Company has satisfied all debt covenants prescribed as per the terms of respective loan agreements except for the debt service coverage ratio covenant relating to term loan from one of the banks. The Company has obtained the waiver from the concerned bank after the reporting date and continue to classify the borrowing as non-current borrowing.

(vii) The Company has not made any default in the repayment of loan to banks and other financial institutions including interest thereon.

(viii) The term loan and debentures have been used for the purpose for which they were obtained and funds raised for a short term basis have not been used for long term purposes.

(ix) The Company has been sanctioned working capital limits in excess of ' five crores in aggregate from banks and financial institutions during the year on the basis of security of current assets of the Company, the quarterly returns/statements filed by the Company with such banks and financial institutions are in agreement with the audited/ unaudited books of accounts of the Company for the current year. However, in the previous year, such returns/statements were not in agreement with the audited/ unaudited books of account. Details are as follows:

Amounts reported under "Amount as per books of account" consists of amounts in respect transferee company, transferor company 1 and transferor company 3 (as defined in note 41) which have been sanctioned working capital limit in excess of ' five crores in aggregate from bank and financial institution during the previous year on the basis of security of current assets, but does not include amounts in respect of transferor company 2 which had not been sanctioned working capital limits in excess of ' five crores in aggregate from banks and financial institutions during the previous year.

(e) Effective tax rate has been calculated on profit before tax.

(f) The Company has deductible temporary differences with respect to allowance for impairment in value of investments amounting to '46.73 Crores (31 March 2025: '34.97 Crores) on which no deferred tax asset has been recognised by the management due to lack of probability of future capital gain against which such deferred tax assets can be realised.

(g) During the previous year, pursuant to business combination of entities under common control, the Company had carried forward tax losses, unabsorbed deprecation and other temporary differences pertaining to "transferor company 1" amounting to '116.71 crores as at 31 March 2024 on which no deferred tax assets was recognised by "transferor company 1" due to lack of probability of future taxable income against which such deferred tax assets could be realised. These have been utilised by the Company in the previous year.

(a) Trade receivables are non interest bearing and are generally on normal trade terms, determined based on the creditworthiness of customers and in accordance with the contractual terms agreed with customers. Trade receivables represent amounts of consideration receivable in exchange for goods or services transferred to customers, for which the Company has an unconditional right to payment.

(b) The Company enters into contracts with customers for the sale of goods and the rendering of services. Contract liabilities represent the Company's obligation to transfer goods or perform services to customers for which consideration has been received in advance, but the related performance obligations have not yet been satisfied. Contract liabilities are recognised as revenue when the Company satisfies its performance obligations under the contract, i.e., when control of the related goods or services is transferred to the customer. Increase in contract liabilities is mainly due to advance consideration received from customers for goods or services to be delivered or rendered in future periods.

(c) Contract Liabilities includes balances with related party of '1.26 Crores (31 March 2025: '0.65 Crores) {refer note 34}.

(c) Other commitments

(i) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods Scheme (EPCG)" amounting to '68.91 Crores (31 March 2025: '54.55 Crores). As per the EPCG terms and conditions, the Company needs to export '413.46 Crores (31 March 2025: '327.30 Crores) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. The Company expect to fulfil the export obligation in due course of time.

(ii) The Company has issued letters of support to its subsidiary companies, namely Global Mazinkert S.L., Uno Minda Mobility Solutions Private Limited (formerly known as Uno Minda Buehler Motor Private Limited), and Clarton Horn S. de R.L. de C.V., Mexico, for infusing additional capital to support their business operations on a going concern basis.

(C) Undrawn committed borrowing facility

The Company has '456.93 Crores ( 31 March 2025: '187.56 Crores) of working capital loan facility and '98.84 Crores (31 March 2025: '148.81 Crores) of term loan facility remains undrawn.

NOTE 29 CORPORATE SOCIAL RESPONSIBILITY

As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility ("CSR"). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. Details are as below:

*The unspent CSR amount of '4.95 crores (31 March 2025: '1.80 crores) comprises '3.25 crores (31 March 2025: Nil) unspent by the Company and '1.70 crores (31 March 2025: '1.80 crores) unspent by the Trust. These amounts have been transferred to the Company's separate Unspent CSR Account on 18 April 2026 and 22 April 2026 (previous year: 21 April 2025) respectively, within a period of thirty days from the expiry of the relevant financial year, in compliance with the sub-section (6) of Section 135 of the Act.

NOTE 30 SEGMENT INFORMATION

The Company deals in only one business segment of manufacturing, trading and sale of auto ancillary equipment. The chief operating decision maker (board of directors and management) reviews the operations of the Company as a whole and the risk and rewards from these services are not different from one another, hence goods and services provided by the Company constitutes single reportable segment as per Ind AS 108 "Operating Segments". The Company has disclosed the entity wide disclosure in respect of geographical spread as follows:

(i) Capital expenditure consists of additions of property, plant and equipment, capital work in progress net of capitalisation, investment property, other intangible assets and leasehold land.

(ii) There are 3 customers (31 March 2025: 2 customers) having revenue exceeding 10% each of total revenue of the Company which account for 12.45%, 10.93% and 10.17% (31 March 2025: 11.40% and 10.65%).

(iii) Non-current operating assets consist of property, plant and equipment, capital work in progress, right of use assets, goodwill, other intangible assets and other non-current assets.

NOTE 31 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

There have been no other transactions involving equity shares or potential equity shares between the reporting date and the date of authorisation of these standalone financial statements.

NOTE 32 EMPLOYEE BENEFIT OBLIGATIONS

Disclosures pursuant to Ind AS - 19 "Employee Benefits" (notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act) are given below :

(A) Defined benefit plan

The Company operates following defined benefit obligations:

Gratuity: The Company operates a gratuity scheme which is a defined benefit plan in accordance with the provisions of the Gratuity Act, 1972 and Code on Social Security, 2020, effective from 21 November 2025, and the applicable rules framed thereunder.

Under the plan, employees are entitled to gratuity benefits upon cessation of employment in accordance with the applicable statutory provisions. Permanent employees who have completed not less than five years of continuous service are eligible for gratuity. Fixed-term employees are eligible for gratuity on a proportionate basis upon completion of one year of continuous service, in accordance with the Code on Social Security, 2020 and related regulations.

The gratuity benefit is generally computed at 15 days wages for each completed year of service or part thereof in excess of six months, based on wages as defined under the applicable legislation and subject to the prescribed statutory limits.

The Company's obligation in respect of the gratuity plan is determined through an actuarial valuation carried out at the reporting date using the Projected Unit Credit Method. This method recognises each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to determine the present value of the defined benefit obligation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in Other Comprehensive Income in the period in which they arise.

The following tables summaries the components of net benefit expense recognised in the standalone statement of profit and loss and the funded status and amounts recognised in the standalone balance sheet:

NOTE 33 SHARE BASED PAYMENTS UNO Minda Employee Stock Option Scheme - 2025

The shareholders of the Company approved the UNO Minda Employee Stock Option Scheme - 2025 (herein referred as UNOMINDA ESOS-2025) through postal ballot resolution dated 09 May 2025. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its group companies.

This scheme provides for conditional grant of stock options at a nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of option to be granted under the scheme shall not exceed 2,87,08,192 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.

During the current year, the Nomination and Remuneration Committee of the Board of Directors of the Company, at its meeting held on 05 August 2025, approved and granted 15,66,400 employee stock options to eligible employees of the Company and its group companies under the UNO Minda Employee Stock Option Scheme 2025, subject to the vesting condition of achieving the specified market capitalisation on or before 31 May 2028. Out of the total options granted during the year, 11,74,800 options have a vesting date of 31 May 2028, and 3,91,600 options have a vesting date of 31 May 2029, hereinafter referred to as Tranche I(a) and Tranche I(b), respectively. Each option is convertible into one equity share.

UNO Minda Employee Stock Option Scheme - 2019

The shareholders of the Company approved the UNO Minda Employee Stock Option Scheme - 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated 25 March 2019. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its group companies.

This scheme provided for conditional grant of stock options at a nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of option to be granted under the scheme shall not exceed 78,66,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.

Tranche-I: During the earlier years, the nomination and remuneration committee of the Board of directors of the Company approved and granted 10,12,259 number of options vide their meeting held on 16 May 2019, 88,325 number of options vide their meeting held on 28 January 2021 and 1,62,340 number of options vide their meeting held on 13 June 2021 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving specified market capitalisation on or before vesting date i.e. 31 May 2022.

Tranche-II: During the earlier years, the nomination and remuneration committee of the Board of directors of the Company approved and granted 30,44,832 number of options vide their meeting held on 08 August 2022, 3,72,400 number of options vide their meeting held on 09 August 2023, 61,600 number of options vide their meeting held on 07 November 2023 and 2,04,300 number of options vide their meeting held on 23 May 2024 respectively to eligible employees of the Company and its group companies under UNO Minda Employee stock option scheme 2019 subject to vesting condition of achieving specified market capitalisation on or before the vesting date i.e. 30 May 2025. Each option is convertible into one equity share.

(i) Terms and conditions related to material transactions are as below:

(a) Sale/ Purchase of goods and services

Transactions of sales /purchase of goods and services with related parties are entered into on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company mutually negotiates and agrees consideration and payment terms with the related parties by benchmarking the same to transactions with non-related parties, who purchase/sale of goods and services of the Company in similar terms.

(b) Sale/ Purchases of property, plant and equipment

Sale/ Purchases of property, plant and equipment are made to/ from related parties on the same terms as applicable to third parties in an arm's length transaction. The Company mutually negotiates and agrees price and payment terms with the related parties by benchmarking the similar transaction from non-related parties.

(c) Outstanding balance from / to related parties

Outstanding balances at the year end are unsecured and interest free. The settlement for these balances occurs through payment. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended 31 March 2026 (31 March 2025: Nil ). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(d) Liabilities towards gratuity and compensated absences are recognised on an actuarial basis at the Company level. The amounts attributable to Key Management Personnel (KMP) are not separately identifiable and, accordingly, have not been included in the remuneration disclosed for KMP.

(ii) As at 31 March 2026, the Company has not granted any loans to the promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person (31 March 2025: Nil).

(iii) The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm's length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for income tax.

The management has assessed that trade receivables, cash and cash equivalents, other bank balances, other current financial assets, short-term borrowings, trade payables, current lease liabilities and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair value.

(i) The fair values of the unquoted equity shares and redeemable preference shares have been estimated using a discounted cash flow (DCF) model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.

(ii) The fair values of the Company's interest-bearing borrowings are determined by using effective interest rate (EIR) method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2026 was assessed to be insignificant.

(iii) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors, individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

(iv) The fair values of the quoted equity instruments has been determined based on quoted price available in open market.

(v) The Company has entered into derivative financial instruments with banks comprising of foreign exchange forward contract, valued at mark to market using valuation techniques which employs the use of market observable inputs. As at year end, the mark-to-market value of these forward contract is based on confirmation from bank and is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the financial instruments recognised at fair value.

(vi) Fair value hierarchy

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period for identical assets or liabilities. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company being the active supplier for the automobile industry is exposed to various market risk, credit risk and liquidity risk. The Company has global presence and has decentralised management structure. The regulations, instructions, implementation rules and in particular, the regular communication throughout the organization and management forms the basis of risk management system used to define, record and minimise operating, financial and strategic risks.

Company has set up a risk management committee (RMC) which comprise of group chief finance officer, one whole time director and two independent directors. RMC periodically reviews operating, financial and strategic risk in the business and their mitigating factors. RMC has formulated a risk management policy for the company which outlines the risk management framework to help minimise the impact of uncertainty. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risk associated with the business. This process provides assurance that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective. The Company's financial risk management is an integral part of how to plan and execute its business strategies. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans deposits, and investments, and foreign currency receivables, payables and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 31 March 2026 and 31 March 2025.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company also have operations in international market due to which the Company is also exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the movement in foreign currency exchange rates. The Company's exposure to the risk of changes in foreign exchange rates also relates to the Company's operating activities (when revenue or expense is denominated in foreign currency). The Company manages its foreign currency risk partly by taking forward exchange contract for transactions of sales and purchases and partly balanced by purchasing of goods/services from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(iii) Commodity price risks

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to Original Equipment Manufacturer (OEM's) whereby there is a regular negotiation / adjustment of sale prices on the basis of changes in commodity prices. The Company is not significantly impacted by commodity price risk.

(b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing through the use of short term bank deposits, short term loans, and cash credit facility etc. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company. The Company is exposed to credit risk arising from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. The maximum exposure to credit risk is generally represented by the carrying amounts of the respective financial assets. The Company has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company deals only with counterparties that are assessed to have acceptable creditworthiness, based on external credit ratings where available or otherwise on the Company's internal assessment, including historical experience.

(i) Trade receivables

The Company has established guidelines for the management of credit risk relating to trade receivables. The Company's primary customers are major automobile manufacturers and other customers with established market presence. Customers are subject to credit evaluation procedures, and adherence to contracted payment terms is monitored on a continuous basis.

Customer credit risk is managed by each business unit in accordance with the Company's established policies, procedures and controls. An impairment analysis is performed at each reporting date on trade receivables using the lifetime expected credit loss (ECL) method. The assessment of ECL is carried out on a case by case basis, considering the specific credit risk characteristics of individual customers.

In estimating lifetime ECL, the Company considers factors such as the customer's financial position, historical payment behaviour, ageing of receivables, status of recoverability discussions, current economic conditions, forecasts of future conditions, and other relevant information available at the reporting date. The calculation reflects probability weighted outcomes and incorporates the time value of money, where applicable.

The Company does not hold collateral as security against trade receivables. The Company evaluates the concentration of credit risk with respect to trade receivables and contract assets as low, as its customers are located in multiple jurisdictions, operate across different industries, and function in largely independent markets.

(ii) Financial instruments and deposits

Credit risk arising from balances with banks and other financial institutions is managed by the Company's treasury function in accordance with the Company's approved policies. Surplus funds are primarily invested in bank deposits and mutual funds with recognised counterparties. Exposure limits are established to avoid undue concentration of credit risk and to mitigate potential financial loss resulting from counterparty default.

The Company places deposits only with reputed commercial banks, and based on historical experience and counterparty assessment, no impairment loss has been considered necessary on such balances at the reporting date.

Balances with banks is subject to low credit risks due to good credit ratings assigned to these banks.

For the purposes of Company's capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company monitors capital using capital gearing ratio which is net debt divided by total capital plus net debt. The company policy is to keep the gearing ratio between 15% to 30%.

In order to achieve the overall objective, the Company's capital management, amongst the other things, aim is to ensure that it meets the financial covenant attached to interest bearing loan and borrowing that define the capital structure requirement. There have been no breaches in the financial covenant of any interest bearing loan and borrowing in the current and previous year.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2026 and 31 March 2025.

NOTE 41 BUSINESS COMBINATION

(i) During the previous year, the Board of Directors of the Company, in its meeting held on 12 November 2024, approved the acquisition of the two-wheeler seat manufacturing business of Sundaram Auto Components Limited ("SACL") on a slump sale basis. The Company had entered into a Business Transfer Agreement ("BTA") with SACL on 22 March 2025, for the transfer of the said business with effect from 28 March 2025. Pursuant to the BTA, the Company had accounted for the acquisition as a business combination in accordance with Ind AS 103 - Business Combinations on provisional basis during the previous year .

During the current year, the Company has finalised the purchase price allocation and no significant variance has been noted. The excess of consideration transferred over the fair value of the identifiable net assets acquired has been recognised as goodwill.

(a) Out of the total purchase consideration of 15.49 crores, '14.00 crores was paid during the year ended 31 March 2025. The balance amount of '1.49 crores, which was disclosed as a current financial liability as at 31 March 2025, has been settled during the current year.

(b) The acquisition is aligned with the Company's strategic objective of strengthening its presence in the two-wheeler seating business. It is expected to enhance the Company's product portfolio, improve operational synergies, and support long-term growth.

(c) The goodwill of '3.28 crores represents the value attributable to expected synergies, future growth potential, and the assembled workforce of the acquired business, none of which qualify for separate recognition. The entire goodwill has been allocated to the seating segment. The recognised goodwill is not expected to be deductible for income tax purposes.

(ii) During the earlier year, the Board of Directors of the Company, in its meeting held on 20 March 2023, accorded its consent for the Scheme of Amalgamation (the "Scheme") of its subsidiary companies, namely Kosei Minda Aluminum Company Private Limited ('KMA') - Transferor Company 1, Kosei Minda Mould Private Limited ('KMM') - Transferor Company 2 and Minda Kosei Aluminum Wheel Private Limited ('MKA') - Transferor Company 3 (hereinafter collectively referred to as the "Transferor Companies") with Uno Minda Limited (the "Transferee Company"), subject to necessary approvals of shareholders, creditors and other approvals and sanctions by the Hon'ble National Company Law Tribunal (NCLT), New Delhi.

During the previous year, the Company had received the requisite approvals and the Scheme has been sanctioned by the Hon'ble National Company Law Tribunal, New Delhi ('NCLT'), vide its order dated 18 December 2024.

Accordingly, the Company had given accounting effect to the Scheme in accordance with the accounting treatment prescribed under the Scheme and Appendix C of Ind AS 103 - "Business Combinations of Entities under Common Control".

Pursuant to the above, the Company was required to issue shares of the transferee company to the non-controlling shareholders of transferor company 1 and transferor company 2 under the Scheme approved by NCLT, which had been accounted for at nominal value, amounting to '0.06 crores, as per the accounting treatment prescribed under Appendix C to "Ind AS 103 - Business Combinations of Entities under Common Control" and was presented under Other Equity in the standalone Statement of Changes in Equity for the year ended 31 March 2025.

The Company has issued the shares in the current year.

(i) On 21 November 2025, the Government of India introduced and notified four new Labour Codes, namely the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020, which consolidate 29 existing labour laws. In this regard, the Ministry of Labour and Employment has issued Central Rules and Frequently Asked Questions (FAQs) to enable assessment of the potential financial impact arising from these changes.

Based on the above, evaluation of the FAQs issued, and the guidance issued by the Institute of Chartered Accountants of India (ICAI), the Company has assessed the impact of the Code on Wages on its employee benefit obligations and has recognised the incremental employee benefit obligations amounting to '23.42 crores under "Exceptional item" in these standalone financial statements.

(ii) During the current year, the Board of directors at its meeting held on 01 December 2025, approved the acquisition of 49.90% equity stake in the subsidiary company namely "Uno Minda Mobility Solutions Private Limited (Formerly known as Uno Minda Buehler Motor Private Limited)" ("UMBM") from "Buehler Motor Gmbh" ("Buehler") for consideration of ' 0.11 crores. The said transaction was completed on 15 December 2025. The Company reassessed the recoverable value of its existing equity investment in UMBM and recognized an impairment provision amounting to '11.76 crores.

NOTE 44 OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami Property where any proceedings have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(iv) The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(v) With respect to the Scheme of amalgamation approved by the National Company law Tribunal during the current year, appropriate accounting treatment as per the Scheme has been given effect in the standalone financial statement in accordance with accounting treatment prescribed in the scheme and Ind AS 103 - Business Combination. {Refer note 41 (ii)}

(vi) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company does not have any charges or satisfactions pending for registration with the Registrar of Companies, Delhi, beyond the statutory period, except for the satisfaction of certain charges, in respect of which the requisite No Objection Certificates (NOCs) have been applied for upon full repayment of the related borrowings.

NOTE 45 |

The books of account are maintained in electronic mode and these books of account are accessible in India at all times and the back-up of books of account has been kept in servers physically located in India on a daily basis.

NOTE 46 |

The Company has used two accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in the software except that audit trail feature is not enabled in respect of database level till 25 December 2025 in respect of one software and throughout the year in respect of other software. Further, no instance of audit trail feature being tampered with was noted in respect of accounting softwares where the audit trail has been enabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention, wherever enabled.

NOTE 47 EVENTS AFTER THE REPORTING PERIOD

The board of directors have proposed dividend after the balance sheet date which are subject to approval by the shareholders at the ensuing annual general meeting. Refer note 11(ix) for details.

NOTE 48 |

'0.00 represents the amount below '50,000 shown in various tables and paragraphs included in these standalone financial statements.

The accompanying notes form an integral part of the Standalone Financial Statements

1

During earlier years, the Company received show cause notices (SCNs) from GST authorities challenging the HSN classification of certain products. The Company had suo motu discharged the differential GST liability under protest and recovered the same from its customers under indemnity arrangements, amounting to '162.09 crores (31 March 2025: '162.09 crores).

During the previous and current year, the Company has received additional SCNs and demand orders for certain periods towards payment of GST, along with applicable interest and penalties. During the current year, the Company has availed the waiver of interest and penalties under the GST amnesty scheme for certain years. For other periods, the Company has evaluated the applicability of differential GST, interest, and penalties.

Based on such evaluation management has disclosed contingent liability of '66.66 crores (31 March 2025: '81.55 crores) representing interest and penalties for the years not covered under amnesty scheme.

(ii) The Company has ongoing disputes with various judicial forums relating to tax treatment of certain items in respect of income tax, excise, sales tax, VAT, service tax and GST. The company is contesting these demands and the management believes that the position will likely to be upheld in the appellate process and accordingly no provision is required to be accrued in these standalone financial statements with respect to these demands raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position and results of operations.