Mahindra and Mahindra : Sale or disposal of unit/ division/subsidiary

Mahindra & Mahindra Ltd.

		Mahindra Towers,
		Dr. G. M. Bhosale Marg, Worli,
		Mumbai 400 018 India
		Tel: [phone]
		Fax: [phone]
REF:NS:SEC:
7th July, 2022
National Stock Exchange of India Limited	BSE Limited
"Exchange Plaza", 5th Floor,	Phiroze Jeejeebhoy Towers,
Plot No.C/1, G Block	Dalal Street, Fort,
Bandra-Kurla Complex	Mumbai 400001.
Bandra (East), Mumbai 400051.
Bourse de Luxembourg	London Stock Exchange Plc
Societe de la Bourse de Luxembourg	10 Paternoster Square
Societe Anonyme/R.C.B. 6222,	London EC4M 7LS.
B.P. 165, L-2011 Luxembourg.
Sub:	Intimation under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure
	Requirements) Regulations, 2015 -

• Sale/Transfer/Hiving off of identified assets relating to the 4 (Four) Wheel Passenger Electric Vehicles Business of the Company to a new EV company to be incorporated as a wholly owned subsidiary of the Company ('EVCo'); and
• Securities Subscription Agreement and Shareholders' Agreement between the Company and British
  International Investment Plc ('BII') setting out the terms and conditions of the Proposed Investment in EVCo

Dear Sirs,

With reference to the captioned subject, we would like to inform you that the Board of Directors of the Company has today inter alia approved:

1. Incorporation of a wholly owned subsidiary of the Company ('EVCo') to undertake the 4 (Four) Wheel Passenger Electric Vehicles Business of the Company.
2. Sale/Transfer/Hiving off of identified assets relating to the 4 (Four) Wheel Passenger Electric Vehicles Business of the Company to EVCo; and
3. Execution of a Securities Subscription Agreement and Shareholders' Agreement with British International
   Investment Plc ('BII'), whereby the Company and BII have agreed to invest upto Rs. 1,925 crores each in the EVCo, in two tranches subject to the terms and conditions as stipulated in the aforesaid agreement(s).

Further, pursuant to the above mentioned Board approval, the Company and BII, have today entered into a Securities Subscription Agreement and Shareholders' Agreement.

BII (formerly CDC Group plc) is the Development Finance Institution of the UK Government and invests between £1.5 and £2 billion every year to support the UK Government's Clean Green Initiative and to create productive, sustainable and inclusive economies. Over the next five years, at least 30 per cent of BII's total new commitments by value will be in climate finance. It was founded in 1948 and is based in London, England.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 are given in Annexures A & B to this letter.

Please also find enclosed a Press Release issued in this regard. Yours faithfully,

For MAHINDRA & MAHINDRA LIMITED

NARAYAN SHANKAR

COMPANY SECRETARY

Encl.: a/a

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558

Mahindra & Mahindra Ltd.

						Mahindra Towers,
						Dr. G. M. Bhosale Marg, Worli,
						Mumbai 400 018 India
						Tel: [phone]
						Fax: [phone]
						Annexure A
	Sale/Transfer/ Hiving off of identified assets relating to the 4 (Four) Wheel Passenger
			Electric Vehicles Business of the Company
Sr. No.	Details of Events that need to be provided		Information of such events(s)
a)	The amount and percentage of the turnover or	➢ The identified assets of the 4 (Four) Wheel Passenger
	revenue or income and net worth contributed	Electric Vehicles Business of the Company are proposed
	by such unit or division of the listed entity	to be transferred to a new EV company to be incorporated
	during the last financial year;		as a wholly owned subsidiary of the Company ('EVCo');
					➢ The 4 (Four) Wheel Passenger Electric Vehicles Business
					is an integral part of the overall business of the Company
					and the Net Worth of the said Business is not separately
					tracked. The total Investment of the Company in the said
					Business as per the audited Financial Statements for the
					year ended	31st March, 2022 is approximately Rs. 400
					crores, which constitutes 1.03% of the total net worth of
					the Company;
					➢ The revenue	generated by 4 (Four) Wheel Passenger
					Electric Vehicles Business of the Company for the
					financial year ended 31st March, 2022 is Nil.
b)	Date on which the agreement for sale has been	The Board of Directors of the Company has on 7th July, 2022
	entered into;				approved the Sale/Transfer/Hiving off of identified assets
					relating to the 4 (Four) Wheel Passenger Electric Vehicles
					Business of the Company to the EVCo.
c)	The expected date of completion of	Not later than 30th June, 2023
	sale/disposal;
d)	Consideration	received	from	such	Consideration for sale/transfer / hiving off of the identified
	sale/disposal;				assets of the 4 (Four) Wheel Passenger Electric Vehicles
					Business of the Company will be settled by EVCo as may be
					decided by the Company and EVCo on arms' length basis.
e)	Brief details of buyers and whether any of the	➢ Buyer i.e. EVCo will be incorporated as a wholly owned
	buyers belong to the promoter/ promoter	subsidiary of the Company in India, to undertake the 4
	group/group companies. If yes, details thereof;	(Four) Wheel Passenger Electric Vehicles Business of the
					Company.
					➢ EVCo does not belong to the promoter / promoter group
					of the Company.

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558

Mahindra & Mahindra Ltd.

				Mahindra Towers,
				Dr. G. M. Bhosale Marg, Worli,
				Mumbai 400 018 India
				Tel: [phone]
				Fax: [phone]
Sr. No.	Details of Events that need to be provided		Information of such events(s)
f)	Whether the transaction would fall within	➢ The initial subscription of shares in EVCo does not fall
	related party transactions? If yes, whether the	within the purview of Related Party Transaction for the
	same is done at "arms length";		Company.
				➢ Post initial investment by the Company, EVCo will
				become a wholly owned subsidiary of the Company and
				as such a Related Party of the Company.
				➢ Except to the extent of shares to be held by the Company
				in EVCo, the promoter / promoter group/ group
				companies have no interest in EVCo.
				➢ The transaction(s) inter alia involving:-
				✓ Investment by the Company in EVCo; and
				✓ Consideration by EVCo to the Company for
				acquiring identified assets relating to the 4 (Four)
				Wheel Passenger Electric Vehicles Business;
				will be on arms-length basis.
g)	Additionally, in case of a slump sale, indicative	Not Applicable
	disclosures	provided	for
	amalgamation/merger, shall be disclosed by
	the listed entity with respect to such slump sale:

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558

Mahindra & Mahindra Ltd.

						Mahindra Towers,
						Dr. G. M. Bhosale Marg, Worli,
						Mumbai 400 018 India
						Tel: [phone]
						Fax: [phone]
						Annexure B
				Acquisition (including agreement to acquire):
			Securities Subscription Agreement and Shareholders' Agreement
			entered into by the Company with British International Investment Plc ('BII')
Sr. No.	Details of Events that need to be		Information of such events(s)
	provided
a)	Name of the target entity, details in	➢ As mentioned in Annexure A above, the identified assets relating to the 4
	brief such as size, turnover etc.;		(Four) Wheel Passenger Electric Vehicles Business of the Company is
						proposed to be sold/transferred/hived off to a new EV company which
						is to be incorporated as a wholly owned subsidiary of the Company
						('EVCo').
					➢ The Company and British International Investment Plc ('BII') have today
						entered into a Securities Subscription Agreement and Shareholders'
						Agreement, whereby the Company and BII have agreed to invest upto Rs.
						1,925 crores each in EVCo, in two tranches subject to the terms and
						conditions as stipulated in the aforesaid agreement(s) as under:
						✓ First Tranche of Investment
						The First Tranche of Investment by the Company and BII would
						be for an amount of upto Rs.1,200 crores each.
						✓ Second Tranche of Investment
						The Second Tranche of Investment by the Company and BII
						which would be for an amount of upto Rs. 725 crores each will
						be subject to achievement of certain milestones to be agreed
						between the Company, EVCo and BII.
					➢ The details of incorporation, share capital, etc. would be disclosed by the
						Company once the EVCo is incorporated.
					➢ Turnover, size: Not Applicable as EVCo is yet to be incorporated.
b)	whether the acquisition would fall	➢ The initial subscription of shares in EVCo does not fall within the purview
	within	related	party	transaction(s)		of Related Party Transaction for the Company.
	and	whether	the	promoter/	➢ Post initial investment by the Company, EVCo will become a wholly
	promoter group/ group companies		owned subsidiary of the Company and as such a Related Party of the
	have any interest in the entity being		Company.
	acquired?			➢ Except to the extent of shares to be held by the Company in EVCo, the
						promoter / promoter group/ group companies have no interest in EVCo.
	If yes, nature of interest and details	➢	BII is not a Related Party of the Company or its promoter/promoter
	thereof and whether the same is done
		group/group companies.
	at "arm's length";
		➢ The investment by the Company in EVCo will be on arms-length basis.

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558

Mahindra & Mahindra Ltd.

					Mahindra Towers,
					Dr. G. M. Bhosale Marg, Worli,
					Mumbai 400 018 India
					Tel: [phone]
					Fax: [phone]
c)	industry to which the entity being	4 (Four) Wheel Passenger Electric Vehicles
	acquired belongs;
d)	objects and effects of acquisition	➢ To accelerate the growth of 4 (Four) Wheel Passenger Electric Vehicles
	(including but not limited to,	Business and to get Growth Capital to fund the said Business.
	disclosure of reasons for acquisition	➢ EVCo will significantly leverage the manufacturing capabilities and product
	of target entity, if its business is	development of the Company as also the ecosystem of suppliers, dealers and
	financiers of the Company.
	outside the main line of business of
	➢ The funds infused by the Company and BII will be utilized by the EVCo
	the Company);	primarily to create	and	market	a world-class	Electric
		SUV portfolio with advanced technologies.
		➢ Onboarding BII as an investor will also help the Company to leverage their
		focus and expertise in ESG and Climate Change.
e)	brief details of any governmental or	Not Applicable
	regulatory approvals required for the
	acquisition;
f)	indicative time period for completion	➢ First Tranche closing will happen on fulfilment of conditions precedent
	of the acquisition;		and is expected to be completed not later than 30th June, 2023
		➢ Second Tranche closing is expected to happen post completion of certain
			milestones in FY24
g)	nature of consideration - whether	The Investment by the Company and BII of an amount upto Rs. 1,925 crores
	cash consideration or share swap and	each in the Securities of the EVCo will be in cash.
	details of the same
h)	cost of acquisition or the price at	➢ As mentioned above, the EVCo will be incorporated as a wholly owned
	which the shares are acquired;		subsidiary of the Company in India, to undertake the 4 (Four) Wheel
			Passenger Electric Vehicles Business of the Company.
		➢ The Company has agreed with BII to invest in Equity Shares of EVCo in
			two tranches upto an amount of Rs. 1,925 crores subject to the terms and
			conditions as stipulated in the Securities Subscription Agreement and the
			Shareholders' Agreement.
		➢ BII will also invest upto an amount of Rs. 1,925 crores in the Compulsorily
			Convertible Preference Shares of EVCo which would result in BII having
			a shareholding in the range of 2.75% to 4.76% of the Share Capital of EVCo,
			on a fully diluted basis. The above investment by BII also envisages BII
			having a nominal shareholding of 100 Equity Shares in the EVCo.
		➢ The Investment by the Company and BII would be subject to the terms
			and conditions as stipulated in the Securities Subscription Agreement and
			Shareholders' Agreement.
i)	percentage of shareholding / control	➢ EVCo would be incorporated as a wholly owned subsidiary and as such
	acquired and / or number of shares		the Company would hold 100% of the Equity Share Capital of EVCo.
	acquired;	➢	The details of incorporation, Initial infusion of Capital by the Company,
			Share Capital, Consideration by EVCo to the Company for acquiring the
			identified assets relating to the 4 (Four) Wheel Passenger Electric Vehicles
			Business would be decided by the Company and the EVCo post its
			incorporation and will be disclosed thereafter.

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558