Mahindra Lifespace Developers Ltd. — Merger & Acquisition 2021

Oct 26, 2021

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26[th] October, 2021

BSE Limited National Stock Exchange of India Limited Corporate Services, Exchange Plaza, Piroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 001 Mumbai 400051 Listing: http://listing.bseindia.com Listing: https://www.connect2nse.com/LISTING/

Re:

Security	BSE	NSE	ISIN
Equity Shares	532313	MAHLIFE	INE813A01018

SUB: Intimation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

This is to inform you that the Board of Directors at its meeting held today has approved a proposal relating to a Scheme of Amalgamation amongst its subsidiary companies. The Scheme of Amalgamation involves amalgamation of Mahindra Integrated Township Ltd (MITL) and Mahindra Residential Developers Ltd (MRDL), subsidiaries of the Company with, another subsidiary, Mahindra World City Developers Ltd (MWCDL).

The Scheme of Amalgamation is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, the shareholders and creditors of each of the companies.

The relevant disclosure as per SEBI Circular no CIR/CFD/CMD/4/2015 dated 9[th] September, 2021 is provided in Annexure A.

For Mahindra Lifespace Developers Limited

Ankit Shah Assistant Company Secretary & Compliance Officer ACS - 26552

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ANNEXURE A

			ANNEXURE A	ANNEXURE A	ANNEXURE A
Sr. No	Particulars		Disclosure
1.	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc		The Scheme of Amalgamation involves amalgamation of Mahindra Integrated Township Ltd (MITL) and Mahindra Residential Developers Ltd (MRDL), subsidiaries of the Company with, another subsidiary, Mahindra World City Developers Ltd (MWCDL). Subject to requisite approvals, MITL and MRDL will amalgamate with MWCDL. Company Name Paid Up Capital (As on 31.03.2021) Turnover (As on 31.03.2021) MITL Rs. 5,000 lakh Rs. 1,692.10 lakh MRDL Rs. 25 lakh Rs. 2164.99 lakh MWCDL Rs. 2,000 lakh Rs. 4,696.37 lakh
			Company Name	Paid Up Capital (As on 31.03.2021)	Turnover (As on 31.03.2021)
			MITL	Rs. 5,000 lakh	Rs. 1,692.10 lakh
			MRDL	Rs. 25 lakh	Rs. 2164.99 lakh
			MWCDL	Rs. 2,000 lakh	Rs. 4,696.37 lakh
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”		Yes, it is a related party transaction. The consideration for the amalgamation will be discharged on an arm’s length basis.
3.	Area of business of the entity(ies)		MWCDL is engaged in the development and maintenance of Industrial Park at Mahindra World City, Chennai. MITL and MRDL are engaged in the business of real estate activities.
4.	Rationale for amalgamation/ merger		The amalgamation will, inter-alia, result in following benefits to MWCDL:  Synergies in operation arising from consolidation of various projects leading to efficient utilization of resources.  Integration of business operations and achieve a simplified corporate structure.  Garner benefits arising out of economies of large scale and lower operating costs.

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5,	In case of cash consideration – amount or otherwise share exchange ratio	Subject to requisite approvals, MWCDL will issue, to the shareholders of MITL, 325 fully paid-up Redeemable Preference Shares of MWCDL of Rs. 10/- each for every 100 (One Hundred) Equity Shares of Rs. 10/- each held in MITL. The Company is a 74% shareholder in MITL. MRDL, being a wholly owned subsidiary of MITL, no shares are required to be issued consequent to amalgamation.
6.	Brief details of change in shareholding pattern (if any) of listed entity	There will be no change in the shareholding pattern of the Company, as the amalgamation is amongst subsidiary companies of the Company. The Company will be issued shares by MWCDL as mentioned above.

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