Integrated Annual Report 2025-26 104 Restructuring of the Defence Sector and Incorporation of Mahindra Advanced Technologies Limited Mahindra Advanced Technologies Limited (‘MATL’) was incorporated on 7th April 2025 with a vision to be a leading player in providing integrated, innovative and advanced technologies in the area of security solutions. During the year, pursuant to the Share Purchase Agreement dated 25th June 2025, MATL has acquired 100% holding in Mahindra Telephonics Integrated Systems Limited and 88% holding in Mahindra Emirates Vehicle Armouring FZ LLC, along with its wholly owned subsidiary, Mahindra Armored Vehicles Jordan, LLC from Mahindra Defence Systems Limited (‘MDSL’). MATL has also acquired 100% holding in MDSL from the Company in pursuance to another Share Purchase Agreement dated 25th June 2025. Conversion of Compulsorily Convertible Preference Shares in Mahindra Last Mile Mobility Limited International Finance Corporation (‘IFC’) had invested Rs. 600 crore in Compulsorily Convertible Preference Shares (‘CCPS’) of Mahindra Last Mile Mobility Limited (‘MLMML’), a subsidiary of the Company vide Subscription Agreement executed on 22nd March 2023. Further, India Japan Fund (‘IJF’) had invested Rs. 400 crore in CCPS of MLMML vide Subscription Agreement executed on 11th January 2024. In furtherance to the above, MLMML in accordance with the terms and conditions as stipulated in the aforesaid Agreements, had allotted 15,73,46,332 Equity Shares of face value of Rs. 10 each, pursuant to the conversion of 60,00,000 - 0.001% CCPS of Face Value Rs. 1,000 each to IFC and 9,51,69,152 Equity Shares of face value of Rs. 10 each, pursuant to the conversion of 40,00,000 - 0.001% Series A CCPS of Face Value Rs. 1,000 each to IJF. Consequent to the aforesaid allotment of equity shares arising out of conversion of CCPS, the Company’s shareholding in MLMML has reduced from existing 100% to 78.11% of the paid-up share capital of MLMML. However, MLMML continues to be a subsidiary of the Company. Execution of a Securities Subscription Agreement and Amended & Restated Shareholders’ Agreement between the Company, Existing Shareholders and New Investors of Classic Legends Private Limited As mentioned in the Annual Report of FY24, the Company had agreed to invest Rs. 525 crore by way of subscription to Compulsorily Convertible Preference Shares (‘CCPS’) and Equity Shares of Classic Legends Private Limited, a subsidiary of the Company (‘CLPL’) and Rs. 350 crore was to be invested by Existing Shareholders and New Investors in CLPL, in one or more tranches. During the year under review, the Company, Existing Shareholders and New Investors of CLPL completed investment of Rs. 410 crore in CLPL. Consequent to the aforesaid allotment of equity shares, the Company’s shareholding in CLPL remained at 60% of the paid-up share capital of CLPL. However, during the year CLPL allotted Sweat equity shares to its Director, which led to reduction of Company’s shareholding to 58.37%, as on 31st March 2026. Execution of a Share Purchase Agreement with BT Holdings Limited The Company entered into a Share Purchase Agreement (‘SPA’) to acquire 100% of the equity share capital of Mahindra - BT Investment Company (Mauritius) Limited (‘MBTM’). The Company entered into SPA with Mahindra Overseas Investment Company (Mauritius) Limited and MBTM, pursuant to which the Company acquired 57% of the equity share capital of MBTM for an aggregate consideration of USD 1,42,88,076. Thereafter, the Company entered into a SPA with BT Holdings Limited and MBTM, pursuant to which the Company acquired the remaining 43% of the equity share capital of MBTM for an aggregate consideration of USD 74,71,546. Consequent to completion of the aforesaid transaction, MBTM became a wholly owned subsidiary of the Company. Execution of the Share Subscription and Shareholders Agreement with Gelos and MSPL During the year under review, the Company has executed the Share Subscription and Shareholders Agreement (‘SSSHA’) with Gelos Solren Private Limited (‘Gelos’) and Mahindra Susten Private Limited (‘MSPL’), whereby the Company has,
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