MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

62 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 ● Investment of an amount of Euro 7 million by Purple in PMTC in the form of subscription to 3,12,085 “Preferred Shares B” which would entitle Purple to a 50% shareholding and 80.01% voting rights in PMTC. Pursuant to the transaction closure on 31 st January, 2023, PMTC and its subsidiaries have ceased to be subsidiaries of MTWEH and consequently of the Company. Merger of Mahindra Electric Mobility Limited with the Company As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 28 th May, 2021, subject to requisite approvals / consents, approved the Scheme of Merger by Absorption of Mahindra Electric Mobility Limited (“MEML”) with the Company and their respective shareholders (“Scheme”) under the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme was made effective from 2 nd February, 2023 upon receipt of approval from the National Company Law Tribunal, Mumbai Bench (“NCLT”) and such other statutory / Government authorities as directed by the NCLT. The Appointed Date of the Scheme was 1 st April, 2021 and the entire assets and liabilities of MEML have been transferred to and recorded by the Company as per applicable accounting standards. Upon the Scheme becoming effective, Ordinary (Equity) Shares of the Company have been issued to the shareholders of MEML (other than the Company or subsidiary(ies) of the Company holding shares directly and jointly with its nominee shareholders) in accordance with the share exchange ratio under the Scheme i.e. 480 (Four Hundred and Eighty) Ordinary (Equity) Shares of Rs. 5 each fully paid-up of the Company for every 10,000 (Ten Thousand) Equity Shares of Rs. 10 each fully paid-up held in MEML as on Record Date. The shares held in MEML by the Company or its subsidiary(ies) directly and jointly with its nominee shareholders stand cancelled upon the Scheme becoming effective. Additionally, the stock options held by the eligible ESOP holders of MEML as on the Record Date have been substituted with ESOPs of the Company in accordance with the Scheme. Accordingly, the Merger by Absorption of MEML with the Company stands completed. Inductionof International FinanceCorporation, the financial partner, in Last Mile Mobility Business During the year, the Company approved sale / transfer of assets and / or business pertaining to the Last Mile Mobility Business of the Company to a new company to be incorporated as a wholly owned subsidiary of the Company (“NewCo”). Further, the Company entered into a Subscription Agreement and Shareholders Agreement with International Finance Corporation (“IFC”) a member of the World Bank Group, whereby IFC has agreed to invest upto Rs. 600 crores in the NewCo, in one or more tranches. IFC’s investment will be in the form of Compulsorily Convertible Preference Shares (“CCPS”) at a valuation of up to Rs. 6,020 crores, resulting in an ownership of between 9.97% to 13.64% for IFC in NewCo. IFC would inter alia have a right to give voting instructions to the Company upto 11.8% of the paid-up capital of NewCo in tranches until conversion of CCPS. Increase of stake in Mahindra Aerospace Private Limited The Company acquired 7,67,59,301 Equity Shares of Mahindra Aerospace Private Limited, a subsidiary of the Company (“MAPL”) from the other shareholders of MAPL. Upon completion of the said transaction, the shareholding of the Company in MAPL has increased from 91.59% to 100% of the Equity Share Capital of MAPL. Consequently, MAPL has become a wholly owned subsidiary of the Company. Sale of Stake held by the Company in TVS Automobile Solutions Private Limited During the year, your Company sold 3,32,195 Equity Shares of Rs. 10 each and 100 Compulsorily Convertible Preference Shares of Rs. 10 each in TVS Automobile Solutions Private Limited (“TASL”) constituting 2.76% of the Paid-up Capital of TASL on a fully diluted basis. Post this sale, the Company does not have any equity interest in TASL. Increase of stake in M.I.T.R.A. Agro Equipments Private Limited During the year, your Company increased its shareholding in M.I.T.R.A. Agro Equipments Private Limited (“MITRA”), from 47.33% to 100% on a fully diluted basis, for an aggregate consideration of around Rs. 61.71 crores. MITRA is an Indian company engaged in the business of designing, developing, manufacturing, assembling and selling high precision orchard sprayers and is a trusted brand for farmers growing fruits such as grapes, pomegranates and oranges. The purchase of additional equity shares in MITRA would aid the Company’s Farm Equipment Sector’s growth and expansion in the growing horticulture sector.