453 FINANCIAL STATEMENTS | Consolidated Accounts 41. Significant acquisitions and changes in ownership (Continued) The consideration transferred and goodwill on acquisition is as below: Rupees crores Particulars 2026 Purchase consideration................................................................................................................................................................................................................................................................. 554.65 Non Controlling interest............................................................................................................................................................................................................................................................... 282.99 837.64 Less: Fair value of net assets/(liabilities) acquired..................................................................................................................................................................................................... 689.60 Goodwill on acquisition............................................................................................................................................................................................................................................................. 148.04 On acquisition date, the non-controlling interest has been measured at its proportionate share of identifiable assets and liabilities acquired. The goodwill has been allocated to ‘Automotive’ segment. The fair values of assets and liabilities acquired in respect of the above business combination are as under: Rupees crores Particulars 2026 Property, Plant and Equipment (including capital work-in-progress and right-of-use assets)................................................................................................... 550.80 Intangible Assets (including intangibles assets under development)........................................................................................................................................................... 117.68 Cash and cash equivalents......................................................................................................................................................................................................................................................... 34.23 Other current and non-current assets/ (liabilities), net......................................................................................................................................................................................... 175.78 Borrowings.............................................................................................................................................................................................................................................................................................. (97.94) Deferred tax assets/ (liabilities), net.................................................................................................................................................................................................................................... (90.95) Fair value of net asset/ (liabilities) acquired......................................................................................................................................................................................................... 689.60 42. Compulsory Convertible Preference Shares (CCPS) issued by Mahindra Electric Automobile Limited (MEAL) and Mahindra Last Mile Mobility Limited (MLMML) (a) Mahindra Electric Automobile Limited (MEAL), a subsidiary of the Company is engaged in the business of four-wheel passenger electric vehicles. In accordance with and subject to the terms and conditions stipulated in the Securities Subscription Agreement and Shareholders’ Agreement entered with British International Investment Plc (BII) and Jongsong Investments Pte Ltd (“Temasek”), BII and Temasek invested Rs. 1,850.00 crores and Rs. 1,200.00 crores respectively in 0.001% Compulsory Convertible Preference Shares (CCPS) and 0.001% Series A Compulsory Convertible Preference Shares (Series A CCPS) of MEAL respectively. Since the CCPS and Series A CCPS are convertible into variable number of equity shares of MEAL, it has been classified as financial liability at fair value through profit or loss in the financial statements of MEAL and in the consolidated financial statements of the Company as on 31st March, 2026. MEAL, in its Board meeting dated 28th April, 2026 has approved the conversion of CCPS and Series A CCPS into equity shares of MEAL as per the pre-determined formula and on 1st May, 2026, issued the equity shares against the said CCPS. In accordance with the shareholders’ agreement, the Company shall take best efforts to provide BII and Temasek with a complete exit between 1st November, 2027 and 1st November, 2030 through certain exit options (or a combination thereof), as may be determined by the Company in its sole discretion. In case exit has not been provided to BII prior to 1st November, 2030, BII shall have the right upto 31st October, 2031 to require full exit to be provided by the Company or by its affiliates and / or a third party at the higher of fair market value and the amount invested by BII. In case exit has not been provided to Temasek prior to 1st November, 2030, Temasek shall have the right up to 31st October, 2031 to require full exit to be provided by the Company by way of share swap if the fair market value of the Temasek interest is higher than the amount invested by it. However, the Company shall have the right, at its sole discretion, to provide cash exit to Temasek at the higher of fair market value of the Temasek interest and the amount invested by it. Further, if the Fair market value of the Temasek interest is lower than its investment amount, neither the Company nor Temasek shall be obligated to undertake their respective obligations with respect to the Share swap. (b) Mahindra Last Mile Mobility Limited (MLMML), a subsidiary of the Company is engaged in the business of last mile mobility through cargo and passenger vehicles. In accordance with and subject to the terms and conditions stipulated in the Securities Subscription Agreement and Shareholders’ Agreement entered with International Finance Corporation (IFC) and India-Japan Fund (“IJF”), IFC and IJF invested Rs. 600.00 crores and Rs. 400.00 crores respectively in Compulsory Convertible Preference Shares (CCPS) of MLMML. During the year ended 31st March, 2026, the CCPS issued to IFC and IJF have been converted into equity shares of MLMML as per the pre-determined formula.
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