MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 92 Pursuant to the SSA, Ontario subscribed to 25,000 Equity Shares of MTPL for a consideration of Rs. 35 crores representing 20% of the post-issue capital of MTPL. The primary investment in MTPL enables value unlocking and scaling up of MTPL, which is in the operation and asset management business of renewable energy assets. Induction of New Investors and fund raise by Existing Shareholders in Classic Legends Private Limited During the year, Classic Legends Private Limited (“CLPL”), a subsidiary of the Company, executed Securities Subscription Agreement and Amended & Restated Shareholders’ Agreement (“Agreements”) with the Company, Existing Shareholders of CLPL and New Investors, setting out the terms and conditions of proposed investment of Rs. 875 crores in CLPL. The proposed investment will be made by way of subscription to CCPS and Equity Shares of CLPL, out of which the Company has agreed to invest Rs. 525 crores and the balance Rs. 350 crores will be invested by Existing Shareholders and New Investors in tranches over the next 2-3 years as per the terms and conditions stipulated in the Agreements. CLPL will use the proposed investment of Rs. 875 crores to build a strong business that leverages the strengths of your Company and its partners. Part of the proposed investment was completed during the financial year. Merger of Mahindra Heavy Engines Limited, Mahindra Two Wheelers Limited and Trringo. Com Limited with the Company The Board of Directors of your Company at its meeting held on 4th August, 2023, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Mahindra Heavy Engines Limited (“MHEL”) and Mahindra Two Wheelers Limited (“MTWL”) and Trringo.com Limited (“TCL”), wholly owned subsidiaries of the Company, with the Company and their respective shareholders (“Scheme”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Appointed Date of the Scheme as 1st April, 2023 or such other date as may be directed or approved by the National Company Law Tribunal, Mumbai Bench (“NCLT”) or any other appropriate authority. On completion of the merger, entire assets and liabilities of MHEL, MTWL and TCL would be transferred to and recorded by the Company at their carrying values. Additionally, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in MHEL, MTWL and TCL (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in MHEL, MTWL and TCL shall stand cancelled on the Effective Date without any further act, instrument or deed. The NCLT has pronounced an Order on 7th May, 2024 allowing the Scheme and a certified copy of the Order was received on 15th May, 2024. Acquisition of stake in RBL Bank Limited During the year, your Company acquired 2,11,43,000 equity shares of RBL Bank Limited (“RBL”) representing 3.53% of the paid-up share capital of RBL, at a consideration of approximately Rs. 417 crores. Divestment of Stake in Gipps Aero Pty Limited and other subsidiaries of Mahindra Aerospace Australia Pty Limited During the year, Mahindra Aerospace Australia Pty Limited (“MAAPL”), a wholly owned subsidiary of Mahindra Aerospace Private Limited (“MAPL”) and a step down subsidiary of your Company, has sold its entire stake in Gipps Aero Pty Ltd, GA8 Airvan Pty Ltd, GA200 Pty Ltd, Nomad TC Pty Ltd, Airvan 10 Pty Ltd and Airvan Flight Services Pty Ltd, wholly owned subsidiaries of MAAPL (collectively referred to as “MAAPL Subsidiaries”) to Mr. George Morgan, former founder of Gippsland Aeronautics Pty Ltd. and a Director on the Board of MAAPL Subsidiaries. Following the completion of the aforementioned sale, MAAPL subsidiaries have ceased to be the subsidiaries of MAAPL and that of MAPL and your Company. Divestment of Stake in Mahindra Marine Private Limited During the year, the trustees of Sunrise Initiatives (“Sunrise Trust”) agreed to sell its entire stake in Mahindra Marine Private Limited (“MMPL”) i.e. 81.58% of the Paid-Up Equity Share Capital of MMPL to its JV Partner i.e. Ocean Blue Boating Private Limited (“Ocean Blue”) and its nominee(s). Your Company is the sole beneficiary of Sunrise Trust and thus, MMPL was a subsidiary of the Company under the Indian Accounting Standards (IndAS) and consequent to the aforesaid sale, MMPL has ceased to be a subsidiary of the Company under IndAS with effect from 5th June, 2023. MMPL, being a non-core loss making subsidiary of the Company, Sunrise Trust evaluated various options to exit the business via sale or closure of the same. The option of sale to the existing JV Partner was found appropriate and most
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