MAHINDRA & MAHINDRA LIMITED 36 Migos Hybren Private Limited (“MHPL”) Monetary values Rs. in crores a) Availing/rendering of services under EPC Contract; 400 b) P roviding fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), convertible/ non-convertible instruments/ Guarantee/ security etc., in connection with loans provided and Interest, commission and other related income / expenses; and 807 c) E ntering into lease arrangements, shared services and other services including sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, IOT and digital engineering, digital transformation, analytics, cyber security, manpower, management and management support services, owned / third party services and reimbursements and allied transactions. 43 3. Any advance paid or received for the contract or arrangement, if any Based on the nature of transaction, advance for part or full amount of the transaction/ arrangement could be paid / received in the ordinary course of business. 4. Tenure The shareholders’ approval will be valid for the period commencing from the Seventy Eighth Annual General Meeting upto the date of Seventy Ninth Annual General Meeting of the Company to be held in the year 2025. 5. Justification for why the proposed transaction is in the interest of the Company MSPL is Mahindra Group's renewable energy platform, which includes one of the leading renewable engineering, procurement and construction ("EPC") businesses (capacity constructed of over 4.3 GWp over its tenure of 11+years), an independent power producer ("IPP") business with over 1.60 GWp of solar plants portfolio spread across several states in India, and plans to have a significant solar development pipeline. The IPP solar portfolio is spread across 5 key states in India and is backed by long-term power purchase agreements. Over 95% of assets are backed by central government or equivalent entities and the remaining with distribution companies backed by state governments. This portfolio has been sold to Sustainable Energy Infra Trust (“InvIT”), created under MSPL and its shareholders’ sponsorship. MSPL has won new projects to create pipeline. As part of the strategic plan to growth, the IPP business in MSPL (along with its shareholders) has created a business plan to add over 5.5 GWP of Renewable Energy Assets over the next 5 years. The strategic direction would also be to sell such built assets after holding them for about 1 or 2 years post execution to the InvIT. These Renewable Energy Assets will be housed in respective subsidiary companies or Project SPVs (special purpose vehicles). In order to enable these subsidiary companies to execute these projects, financial and technical support will have to be provided by MSPL. The financial support will be in the form of promoter contributions, loans and providing guarantees on behalf of these subsidiary companies. MSPL will also be entering into EPC and other necessary agreements with these subsidiary companies. The transactions as stated above are between MSPL and its nine wholly owned subsidiaries. Keeping in mind the potential quantum of transactions between MSPL and these subsidiaries as well as probability of future investment in these subsidiaries, it is proposed to seek approval of the Members for Related Party Transactions entered/to be entered into between MSPL and the aforementioned subsidiary companies of MSPL. 6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; MSPL has infused/ would infuse subordinate debt in Martial, GSPL, FSPL, HHPL, IHPL, JHPL, KHPL, LHPL and MHPL (“subsidiaries”) for construction of renewable power projects housed in the respective subsidiaries. This subordinate debt is a part of the overall Equity contribution by MSPL in the respective subsidiaries. MSPL would be funding this subordinate debt partly through its internal accruals and partly through Loan from the Company. ii) where any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investments, • nature of indebtedness; • cost of funds; and • tenure • MSPL has funded / would be funding the subordinate debt partly through its internal accruals and partly through Loan from the Company; • The loan from the Company is a combination of floating and fixed Rate, the current weighted average of loan is in the range of 9% per annum to 12% per annum; • Tenure of the loans from the Company varies from 1 to 2 years. iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; Subordinate loans already advanced/ to be advanced by MSPL to subsidiaries are unsecured loans and are considered subordinate to existing or proposed bank debt. There is no fixed tenure of these loans as repayment will depend on meeting of secured loan covenants and approvals of Project secured lenders. The ROI to be charged on the loan will be between 9% to 12% per annum.
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