Mahindra and Mahindra : Acquisition

Mahindra & Mahindra Ltd.

	Mahindra Towers,
	Dr. G. M. Bhosale Marg, Worli,
	Mumbai 400 018 India
	Tel: [phone]
	Fax: [phone]
REF:NS:SEC:
16th March, 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 of Acquisition - under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the captioned subject, we would like to inform you that the Company has today signed

1. a Share Purchase Agreement ("Secondary Purchase") and (ii) a Share Subscription and Shareholders Agreement ("Primary Infusion") with Carnot Technologies Private Limited ("Carnot"), an Associate of the Company.

Pursuant to the Secondary Purchase and Primary infusion the Company will acquire 7,423 Equity Shares from its existing Shareholders and also subscribe to 1,613 Series C Compulsory Convertible Cumulative Participating Preference Shares (Series C CCCPS), respectively of Carnot.

Upon completion of these transactions the shareholding of the Company in Carnot will increase from 15.60% of the equity share capital (48.05% of the share capital on a fully diluted basis) to approximately 52.69% of equity share capital (68.97% of the share capital on a fully diluted basis) of Carnot and it will become a Subsidiary of the Company.

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 Annexure A to this letter.

Kindly acknowledge receipt.

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
	Acquisition (including agreement to acquire):
Sr.	Details of Events that need to be	Information of such events(s)
No.	provided
a)	name of the target entity, details in brief	Carnot Technologies Private Limited ("Carnot") is an
	such as size, turnover etc.;	Indian company, which provides products and
		services related to internet connected devices for
		monitoring performance of vehicles and equipment.
		It had a turnover of Rs.6.5 crores for the Financial
		Year ended 31st March 2021.
b)	whether the acquisition would fall within	Yes, as mentioned above, Carnot is an Associate of the
	related party transaction(s) and whether	Company and as such a Related Party. Consequently,
	the promoter/ promoter group/ group	the Primary Infusion in Carnot is a Related Party
	companies have any interest in the entity	Transaction and is at arm's length basis.
	being acquired?
	If yes, nature of interest and details thereof	However, the Secondary Purchase(s) is/are not a
	and whether the same is done at "arm's	Related Party Transaction(s).
	length";	None of the promoter / promoter group / group
		companies of the Company have any interest in
		Carnot, except to the extent of Carnot being an
		Associate of the Company which will become a
		Subsidiary of the Company upon completion of
		Primary Infusion and Secondary Purchase.
c)	industry to which the entity being acquired	Precision Agriculture
	belongs;
d)	objects and effects of acquisition (including	Carnot is expected to support Company's strategy by
	but not limited to, disclosure of reasons for	developing information technology solutions for its
	acquisition of target entity, if its business is	products, customers and businesses.
	outside the main line of business of the
	Company);
e)	brief details of any governmental or	Not Applicable
	regulatory approvals required for the
	acquisition;
		Cont....2

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]
		-:2:-
f)	indicative time period for completion of the		The transaction is expected to be completed by
	acquisition;		around 31st March 2022.
g)	nature of consideration - whether cash		Cash consideration
	consideration or share swap and details of
	the same
h)	cost of acquisition or the price at which the		Approximately Rs.14 crores, comprising of:
	shares are acquired;		(i)	Primary Infusion of approximately Rs.2.5
				crore (subscription of 1,613 Series C CCCPS of
				Carnot of Rs.100 each at a premium of Rs.
				15,391.65 per CCCPS); and
			(ii) Secondary Purchase of approximately Rs.11.5
				crore (purchase of 7,423 Equity Shares of Rs.10
				each at a premium of Rs.15,481.65 per Equity
				Share).
i)	percentage of shareholding / control		The Company currently holds 15.60% of the equity
	acquired and / or number of shares		share capital (48.05% of the share capital on a fully
	acquired;		diluted basis) of Carnot and upon completion of
			these transactions (Primary Infusion and
			Secondary Purchase), the shareholding of the
			Company will stand enhanced to approximately
			52.69% of the equity share capital (i.e. 68.97% of the
			share capital on a fully diluted basis) of Carnot.
j)	brief background about the entity acquired		•	Incorporated in August 2015, Carnot is
	in terms of products/line of business			engaged in the business of research,
	acquired, date of incorporation, history of			development, manufacturing and retail of
	last 3 years turnover, country in which the			products and providing services in the field of
	acquired entity has presence and any other			information technology and technology
	significant information (in brief)		•	enabled applications in different fields.
			Turnover Details:
				o	FY21: Rs.6.5 crore
				o	FY20: Rs.17.3 crore
				o	FY19: Rs.3.3 crore

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

Tel: [phone]|Fax: [phone]

Email : [e-mail] mahindra.com

CIN No. L65990MH1945PLC004558