MAHINDRA & MAHINDRA LTD. Board’s Report 83 increase of 18.5%. The profit after tax for the year is Rs. 166 crores as compared to Rs. 138 crores in the previous year, registering an increase of 20.3%. During the year under review, Neon Hybren Private Limited, Orion Hybren Private Limited, Pulse Hybren Private Limited, Quest Hybren Private Limited, Mahindra South East Asia Limited, Steer Hybren Private Limited, Target Hybren Private Limited, Velos Hybren Private Limited, Rhyme Hybren Private Limited and Ultrogen Hybren Private Limited have become Subsidiaries of your Company. During the year under review, Mahindra North American Technical Centre, Inc., Mahindra Heavy Engines Limited, Mahindra Two Wheelers Limited, Trringo.com Limited, Holiday Club Resorts Rus LLC and Fifth Gear Ventures Limited have ceased to be Subsidiaries of your Company. During the year under review, Mahindra – BT Investment Company (Mauritius) Limited became a direct subsidiary of your Company and NBS International Limited became a wholly owned subsidiary of your Company. Subsequent to the year end, Mahindra Advanced Technologies Limited has become a wholly owned subsidiary of your Company. A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report. The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/policies-anddocuments. C. J OINT VENTURES, ACQUISITIONS AND OTHER MATTERS Acquisition of SML Isuzu Limited (“SML”) Subsequent to the year end, your Company entered into a Share Purchase Agreement with Sumitomo Corporation, promoter of SML, and a Share Purchase Agreement with Isuzu Motors Limited, a public shareholder of SML. Pursuant to the above agreements, your Company agreed to acquire equity shares constituting 43.96% and 15.00% of the equity share capital of SML respectively, for an aggregate consideration of Rs. 555 crores for the combined 58.96% stake. Further, in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”), as amended, your Company shall make an open offer for acquisition of up to 26.0% of the equity share capital of SML, for cash consideration, from the eligible public shareholders of SML. The transaction, including the open offer, is subject to the approval of the Competition Commission of India and is expected to complete during 2025 in accordance with Takeover Regulations. This transaction will help your Company strengthen its strategic position in the Trucks and Buses segment. Rights Issue of Mahindra & Mahindra Financial Services Limited During the year under review, the Board of Directors of Mahindra & Mahindra Financial Services Limited (“MMFSL”), a listed subsidiary of your Company, at its Meeting held on 13th February, 2025 has approved fund raising by way of offer and issuance of fully paid-up equity shares of MMFSL of face value of Rs. 2/- each (the “Equity Shares”) for an amount not exceeding Rs. 3,000 crores by way of a rights issue (“Rights Issue”) to the eligible equity shareholders of MMFSL as on the record date, in accordance with applicable laws. This fund raise is primarily to maintain a strong capital adequacy ratio keeping in mind MMFSL’s growth plans to augment its Assets Under Management. In furtherance to the above, the Board of Directors of your Company at its Meeting held on 20th February, 2025, has accorded its approval, subject to compliance of applicable laws, to subscribe to the Equity Shares of MMFSL to the full extent of the Company’s Rights Entitlement; and to subscribe to Additional Shares as well as to any Unsubscribed portion of the Rights Issue upto the total issue size. Rights Issue of Mahindra Lifespace Developers Limited During the year under review, the Board of Directors of Mahindra Lifespace Developers Limited (“MLDL”), a listed subsidiary of your Company, at its Meeting held on 13th February, 2025 has approved fund raising by way of offer and issuance of fully paid-up equity shares of MLDL of face value of Rs. 10/- each (the “Equity Shares”) for an amount not exceeding Rs. 1,500 crores by way of a rights issue (“Rights Issue”) to the eligible equity shareholders of MLDL as on the record date, in accordance with applicable laws. The proceeds will be utilized to pare down MLDL’s existing debt and support its future growth plans.
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