BOARD’S REPORT 91 Pursuant to the Subscription Agreement and Shareholders Agreement entered into by the Company with International Finance Corporation (“IFC”) on 22nd March, 2023, IFC agreed to invest upto Rs. 600 Crores in CCPS of the newly formed company i.e. MLMML, in one or more tranches. Accordingly, during the year, IFC was allotted 30,00,000 CCPS of MLMML, for an aggregate consideration of Rs. 300 crores. Consequent to the above, MLMML ceased to be a wholly owned subsidiary of the Company with effect from 9th October, 2023, while it continues to be a subsidiary of the Company. The Company also entered into an Amended and Restated Shareholders’ Agreement and a Subscription Agreement on 11th January, 2024, with India Japan Fund (“IJF”), a fund managed by National Investment and Infrastructure Fund Limited (“NIIF”), whereby IJF agreed to invest Rs. 400 crores in CCPS of MLMML, at a valuation of upto Rs. 6,600 crores, in one or more tranches. During the year, IJF was allotted 20,00,000 CCPS of MLMML, for an aggregate consideration of Rs. 200 crores. Strategic Partnership in Renewables Business and Listing of Infrastructure Investment Trust (InvIT) In furtherance of your Company’s partnership with Ontario Teachers’ Pension Plan Board (“OTPP”), 2452991 Ontario Limited (“2OL”), a wholly owned subsidiary of OTPP, exercised its option to increase its stake by 9.99% in Mahindra Susten Private Limited (“MSPL”) and in Emergent Solren Private Limited (“ESPL”), by entering into a Share Purchase Agreement with Mahindra Holdings Limited (“MHL”), a wholly owned subsidiary of your Company. Consequent to this transaction, MHL holds 60.01% stake and 2OL holds 39.99% stake in MSPL and ESPL. As part of the partnership with OTPP, it was also envisaged to form an InvIT to unlock value in the Renewable Energy Sector through a series of transactions during the year. First, the undertaking pertaining to Solar Power Business i.e. two solar projects in MSPL aggregating to ~360 MWp portfolio, was demerged into Emergent Solren Private Limited (“ESPL”) by way of a Scheme of Arrangement, sanctioned by the Mumbai Bench of the National Company Law Tribunal (“NCLT”), between MSPL, ESPL, and their respective shareholders and creditors (“the Scheme”). The Scheme was sanctioned by NCLT with the Appointed Date as the Effective Date i.e. 1st September, 2023. Subsequent to the demerger, to meet regulatory compliance requirements, your Company acquired 58,64,835 Equity Shares of ESPL from MHL, constituting 60.01% of the paid-up equity share capital of ESPL. During the year, Sustainable Energy Infra Trust (“SEIT”) was registered as an InvIT with SEBI, with MSPL and 2726522 Ontario Limited, a wholly owned subsidiary of OTPP (“Ontario”) as the Co-Sponsors, and Sustainable Energy Infra Investment Managers Private Limited (“IM”) was incorporated as the Investment Manager to SEIT. Further, your Company and MSPL executed Share Purchase Agreements with IM, SEIT, Axis Trustee Services Limited (Trustee to SEIT), 2OL and ESPL, and subsequently sold their entire stakes in ESPL, Megasolis Renewables Private Limited (“MRPL”) (including its subsidiaries Astra Solren Private Limited, Neo Solren Private Limited and Bright Solar Renewable Energy Private Limited, hereinafter referred to as “MRPL Subsidiaries”) and Mega Suryaurja Private Limited (“MSUPL”) to SEIT. In consideration, SEIT allotted its units to your Company and MSPL. Consequent to the sale, ESPL, MSUPL, MRPL and MRPL Subsidiaries ceased to be subsidiaries of your Company and consequent to the unit allotment, your Company and MSPL held 15.7% and 73.9% stake in SEIT respectively, prior to the Initial Offer to domestic and foreign institutional investors. As part of the Initial Offer through Private Placement of units of SEIT by way of Offer for Sale of INR 8,978 Million by MSPL and a Primary Issue, the pre-offer stake held by your Company and MSPL in SEIT was diluted to 10.5% and 15% respectively post-offer. The Offer was subscribed by marquee global and Indian investors, including OTPP and Asian Infrastructure Investment Bank (AIIB). By way of these transactions, your Company, in partnership with OTPP, set up, co-sponsored and listed India’s largest pureplay renewable energy InvIT to focus on the growth of the renewable energy sector in India at scale. Induction of OTPP, the Financial Partner in Mahindra Teqo Private Limited During the year, Mahindra Teqo Private Limited (“MTPL”), wholly owned subsidiary of Mahindra Sustainable Energy Private Limited (“MSEPL”, formerly known as Mahindra Telecom Energy Management Services Private Limited), which is a wholly owned subsidiary of the Company, entered into a Share Subscription Agreement (“SSA”) with 2726522 Ontario Limited (“Ontario”), a wholly owned subsidiary of OTPP and Shareholders Agreement (“SHA”) with Ontario and MSEPL.
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