MAHINDRA & MAHINDRA LIMITED 21 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; 5,600 c) M anufacturing services, Product development services, Shared services & 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, Licensing of technology / intellectual property rights, receipt of royalty / brand usage, manpower, management and management support services, owned / third party services, reimbursements and allied transactions; and 1,520 d) P urchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, Intangible assets, transfer of technology to meet the business objectives and requirements. 300 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 Ninth Annual General Meeting upto the date of Eightieth Annual General Meeting of the Company to be held in the year 2026. 5. Justification for why the proposed transaction is in the interest of the Company and Rationale for revision of monetary limit to Rs. 30,920 crores MEAL was incorporated on 25th October, 2022 to undertake the 4 (Four) Wheel Passenger Electric Vehicles Business of the Company. As at 31st March, 2025, British International Investment Plc ("BII") invested Rs. 1,850 crores in MEAL in the form of 0.001% Compulsory Convertible Preference Shares (CCPS) and a nominal shareholding of 100 equity shares of MEAL. Further, as at 31st March, 2025, Jongsong Investments Pte Ltd (“Temasek”) invested Rs. 1,200 crores in MEAL in 0.001% Series A Compulsory Convertible Preference Shares (Series A CCPS) and a nominal shareholding of 100 equity shares of MEAL. Both the investments are designed to significantly accelerate the availability and adoption of electric vehicles in India and other markets served by the Company. Further, the Company has approved an investment of Rs. 12,000 crores in MEAL to fund its EV journey. As at 31st March, 2025, the Company has invested Rs. 5,454.49 Crores in MEAL in the form of equity shares of MEAL. The Company and its Auto Division expect to generate sufficient operating cash to satisfy all its capital investment needs and are not looking to raise additional capital. The aforesaid investments would result in BII and Temasek having a shareholding in the range of 2.64% to 4.58% and 1.49% to 2.97% respectively in MEAL and the shareholding of the Company in MEAL would accordingly get diluted. The funds infused by the Company, BII and Temasek will be utilized by MEAL primarily to create and market a world-class Electric SUV portfolio with advanced technologies. In line with the Company’s commitment to becoming planet-positive by 2040 and its strategic vision to lead the electric vehicle (“EV”) market, it is anticipated that 20% to 30% of its SUVs will be electric by 2027. This ambitious target will be a key driver in propelling the Company towards a leadership position in the EV SUV sector. The Company’s efforts will play a crucial role in the decarbonization of the automotive industry, both in India and globally. With the strong backing of BII and Temasek, coupled with the Company’s unwavering ambition, it is poised to build a globally desirable brand that sets new standards in sustainability and innovation. The Company will provide significant support to MEAL in terms of broader manufacturing capabilities, product development, design organizations and sourcing services along with the ecosystem of suppliers, dealers, and financiers of the Company. Besides the above, the Company benefits through operational synergies, cost optimisation, efficient working capital, assurance of product/ service quality, utilising the expertise within the Group for manufacturing, sourcing, etc. thereby bringing efficiencies in the businesses, providing enhanced level of user experience to the consumers of the Company to enable achieve growth objectives, access to and utilisation of strong R&D and design capabilities. This would drive growth in MEAL's business and will enable it to innovate, scale up and pursue growth opportunities in a more focused manner. These services will be provided at an arms length from the Company to MEAL which is the bulk of the related party transactions. As MEAL grows, the volume of these transactions will grow hence necessitating a higher limit. Considering all of the above and the ambitious plans of the Group in the EV space, there would be a significant surge in the overall transactions between the Company and MEAL.
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