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

63 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Divestment of stake in Mahindra Waste to Energy Solutions Limited by the Company to Blue Planet Environmental Solutions Pte. Ltd. During the year, your Company increased its shareholding in Mahindra Waste to Energy Solutions Limited (“MWTESL”) from 87.39% to 100% by acquiring the balance 12.61% of the Paid-Up Equity Share Capital of MWTESL making it a wholly owned subsidiary of the Company. Further, the Company entered into a Share Purchase Agreement and a Shareholders Agreement with Blue Planet Environmental Solutions Pte Ltd. (“BPES”) for the sale of 80% of the Paid-Up Equity Share Capital of MWTESL to BPES or any of its affiliates, in one or more tranches at a price of Rs. 8.44 per share for an aggregate consideration of Rs. 20.25 crores (“First Closing”). Following the sale, the Company’s holding in MWTESL would reduce to 20% and MWTESL would cease to be a Subsidiary of the Company. Further, the Company will have a right of “put option” to sell the balance 20% of the Paid-Up Equity Share Capital of MWTESL and BPES will have the right of “call option”, after 24 months from First Closing, at a price not less than Rs. 8.44 per share, subject to certain closing conditions (“Second Closing”). The Sale price agreed for this tranche shall be higher of Rs. 8.44 (rounded off) or the fair value per share of MWTESL multiplied by the number of shares being sold, as adjusted upwards in the event of occurrence of certain specified events. Sale of stake in Mahindra Consulting Engineers Limited by the Company to Artelia Holding SAS (“Artelia”) During the year, your Company has sold its entire stake in Mahindra Consulting Engineers Limited (“MCEL”), a subsidiary of the Company i.e. 60.88% of the Paid-Up Equity Share Capital of MCEL to Artelia, in one or more tranches at a price of Rs. 89.66 per share for an aggregate consideration of Rs. 10,31,98,660. Following the sale, MCEL has ceased to be the subsidiary of the Company. Consequent to the above, Mahindra Namaste Limited (“MNL”), a wholly owned subsidiary of MCEL has also ceased to be a subsidiary of the Company. Increase of stake in Swaraj Engines Limited During the year, your Company increased its shareholding in Swaraj Engines Limited (“SEL”) by acquiring 21,14,349 Equity shares constituting 17.41% of the Paid-up Equity Share Capital of SEL from Kirloskar Industries Limited (“KIL”). Consequently, the shareholding and voting rights of the Company in SEL have increased from 34.72% to 52.13% of the Equity Share Capital of SEL and SEL has become a listed subsidiary of the Company. SEL is into manufacturing and supplying of diesel Engines in the range of 22 HP to above 65 HP for fitment in tractors to Farm Equipment Sector of the Company. Sale of Stake by Mahindra Agri Solutions Limited (“MASL”) in Merakisan Private Limited, a subsidiary of MASL During the year, Mahindra Agri Solutions Limited (“MASL”), a subsidiary of the Company, has sold its entire stake aggregating 91.59% of the Paid-up Equity Share Capital in Merakisan Private Limited (“MKPL”), a subsidiary of MASL, to Mr. Prashant Patil, founder and Whole time Director & CEO of MKPL. Following the completion of aforesaid sale, MKPL ceased to be a subsidiary of MASL and consequently that of the Company. Sale of Stake held by the Company in Sanyo Special Steel Manufacturing India Private Limited (Formerly known as Mahindra Sanyo Special Steel Private Limited) pursuant to exercise of a Put Option As mentioned in the previous Annual Report, the Company had agreed to sell 34,75,264 Equity Shares of Rs. 10 each held by the Company in Sanyo Special Steel Manufacturing India Private Limited (Formerly known as Mahindra Sanyo Special Steel Private Limited) (“SSSMIPL”) constituting 22.81% of the Paid-up Capital of SSSMIPL to Sanyo Special Steel Co., Ltd (“Sanyo”) pursuant to exercise of a Put Option available to the Company on Sanyo under the Shareholders’ Agreement. Following the completion of aforesaid sale, SSSMIPL has ceased to be an Associate of the Company. D. INTERNAL FINANCIAL CONTROLS The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to nancial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.