MAHINDRA & MAHINDRA LIMITED 37 iv) The purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction MSPL has infused/would infuse subordinate debt in the 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 projects. 7. Details of the Valuation or other external party report (if any) The related party transactions will be in line with the Company’s Policy on Materiality of and Dealing with Related Party Transactions. These transactions will be on an arm’s length basis and in the ordinary course of business. The related party transactions will be supported by the Valuation Report of an Independent valuer, wherever necessary. Arms' Length Basis: The Company ensures that the related party transactions are done on arms’ length basis which are established taking into account various factors including comparable with unrelated parties or on cost plus reasonable margin basis or market price basis, where available, or certified by any independent agency. In case of inter corporate fund based/ non fund based transaction(s), the interest charged will be in compliance with the provisions of section 186 of the Companies Act, 2013. The reimbursements / recoveries would be basis actual cost incurred. Compliance with arm’s length principles is ensured based on the applicable transfer pricing regulations. 8. Percentage of the Company’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a related party transaction involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) 1) Rs. 1,750 crores constitute 1.27% of the Consolidated Turnover* of the Company, 2) Rs. 1,500 crores constitute 1.08% of the Consolidated Turnover* of the Company, 3) Rs. 2,500 crores constitute 1.81% of the Consolidated Turnover* of the Company, 4) Rs. 1,250 crores constitute 0.9% of the Consolidated Turnover* of the Company. Name of the Subsidiary^ Value of the proposed transaction p.a. as a % of the annual turnover* of MSPL on standalone basis Martial 9424% GSPL 8078% FSPL 13463% HHPL 6731% IHPL 6731% JHPL 6731% KHPL 6731% LHPL 6731% MHPL 6731% * Turnover includes Revenue from Operations. Note: The percentage above is based on the Company’s Consolidated Turnover / Subsidiary’s Standalone Turnover for the FY 2023-24. ^ Martial, GSPL, FSPL, HHPL, IHPL, JHPL, KHPL, LHPL and MHPL are yet to commence operations and have Nil Turnover for FY 2023-24. 9. Transactions undertaken in previous Financial Year ended 31st March, 2023 and 31st March, 2024 Rs. in crores Sr. No. Name of the Company Nature of Transactions FY23 FY24 1 Martial Solren Private Limited (incorporated on 27th August, 2020) Providing fund based and non-fund based support including equity/ debt/ Intercorporate deposits (ICD), Guarantee etc., in connection with loans provided and Interest expenses 0.05 81.30 2 Gelos Solren Private Limited (incorporated on 14th June, 2023) Providing fund based and non-fund based support including equity/ debt/ Intercorporate deposits (ICD), Guarantee etc., in connection with loans provided, Interest expenses and availment of services NA 3.62 3 Furies Solren Private Limited (incorporated on 14th June, 2023) Providing fund based and non-fund based support including equity/ debt/ Intercorporate deposits (ICD), Guarantee etc., in connection with loans provided and Interest expenses NA 139.40 4 Hazel Hybren Private Limited (incorporated on 2nd June, 2023) Providing fund based and non-fund based support including equity/ debt/ Intercorporate deposits (ICD), Guarantee etc., in connection with loans provided and Interest expenses NA 103.87
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