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Mahindra Logistics Limited M&A Activity 2021

Dec 27, 2021

62193_rns_2021-12-27_65c9e4a5-1019-4282-a55c-ec17c8bf2e5e.pdf

M&A Activity

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Mahindra Logistics Limited Unit No. 3 & 4, 7[th] Floor, Techniplex 2, Techniplex Complex, Veer Savarkar Marg, Goregaon (West), Mumbai – 400 062

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Our Ref: MLLSEC/193/2021

27[th] December, 2021

To, BSE Limited, (Security Code: 540768) Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Tel: + 91 22 4513 2600 Toll Free: 1800 258 6787 www.mahindralogistics.com

Regd Office Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400 018

CIN: L63000MH2007PLC173466

E-mail Id: [email protected]

National Stock Exchange of India Ltd., (Symbol: MAHLOG) Exchange Plaza, 5[th ] Floor, Plot No. C/1, “G” Block, Bandra -Kurla Complex, Bandra (East), Mumbai – 400 051

Dear Sirs,

Sub: Update on Acquisition: Regulation 30(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

We had vide our letter dated 9[th] November 2021, enclosed, informed that the Company had entered into Share Purchase Agreement (“Agreement”) to:

  • a. Acquire 100% paid-up share capital of Meru Mobility Tech Private Limited (“MMTPL”), V-Link Automotive Services Private Limited (“VASPL”) and V-Link Fleet Solutions Private Limited (“VFSPL”) from Meru Travel Solutions Private Limited (“MTSPL”), a Fellow Subsidiary of the Company; and

  • b. Acquire 100% paid-up share capital of MTSPL from Mahindra & Mahindra Limited (“M&M”), Holding and Promoter Company of the Company.

This is to update you that certain procedural formalities for the aforementioned transaction are underway and that the transaction is expected to be completed before end of February 2022.

This intimation is also being uploaded on the Company’s website http://www.mahindralogistics.com

Kindly take the above on record and acknowledge receipt of the same.

Thanking you, For Mahindra Logistics Limited

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Brijbala Batwal Company Secretary

Encl : Letter dated 9 November 2021, enclosed as Annexure A.

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ANNEXURE A

Mahindra Logistics Limited Unit No. 3 & 4, 7[th] Floor, Techniplex 2, Techniplex Complex, Veer Savarkar Marg, Goregaon (West), Mumbai – 400 062

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Our Ref: MLLSEC/181/2021

9 November 2021

To, BSE Limited, (Security Code: 540768) Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Tel: + 91 22 4513 2600 Toll Free: 1800 258 6787 www.mahindralogistics.com

Regd Office Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400 018

CIN: L63000MH2007PLC173466

E-mail Id: [email protected]

National Stock Exchange of India Ltd., (Symbol: MAHLOG) Exchange Plaza, 5[th ] Floor, Plot No. C/1, “G” Block, Bandra -Kurla Complex, Bandra (East), Mumbai – 400 051

Dear Sirs,

Sub: Intimation of Acquisition: Regulation 30(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

In compliance with Regulation 30(6) read with Schedule III, Part A, Para A(1) of the SEBI Listing Regulations, we hereby inform you that the Company has, pursuant to approval granted by the Investment Committee of the Board of Directors of Mahindra Logistics Limited (“the Company”) at their Meeting held today viz. Tuesday, 9 November 2021, entered into Share Purchase Agreement to:

  • a. Acquire 100% paid-up share capital of Meru Mobility Tech Private Limited (“MMTPL”), V-Link Automotive Services Private Limited (“VASPL”), and V-Link Fleet Solutions Private Limited (“VFSPL”) from Meru Travel Solutions Private Limited (“MTSPL”), a Fellow Subsidiary of the Company; and

  • b. Acquire 100% paid-up share capital of MTSPL from Mahindra & Mahindra Limited (“M&M”), Holding and Promoter Company of the Company;

Upon completion of the said acquisitions, MMTPL, VASPL, VFSPL and MTSPL (“Meru Companies”) will become wholly-owned subsidiaries of the Company and would continue to remain subsidiaries of M&M.

The detailed disclosure and press release with respect to the said acquisitions as required under Regulation 30(6) read with Schedule III, Part A, Para A(1) of the SEBI Listing Regulations and the SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015 are attached as Annexure to this letter.

This intimation alongwith the Press Release is also being uploaded on the Company’s website http://www.mahindralogistics.com.

Kindly take the above on record and acknowledge receipt of the same.

Thanking you, For Mahindra Logistics Limited

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Brijbala Batwal Company Secretary

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ANNEXURE A

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Details with respect to the acquisition as required under Regulation 30(6) read with Schedule III, Part A, Para A(1) of the SEBI Listing Regulations and the SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015

Acquisition (including agreement to acquire)

A Name of the target entity,
details in brief such as size,
turnover etc.;
Name of Target
entities		 Revenue from
operations as of
31 March 2021		 Existing
Ownership
1.Meru
Travel
Solutions
Private
Limited ("MTSPL")		 Rs. 44.3 crores
(consolidated)		 100%
wholly-
owned Subsidiary
of Mahindra &
Mahindra Limited
(“M&M”)
2.Meru Mobility Tech
Private Limited
(“MMTPL”)		 Rs. 41.5 crores 100%
wholly
owned
Subsidiaries
of
MTSPL
3.V-Link
Automotive
Services
Private
Limited(“VASPL”)		 Rs. 0.2 crores
4.V-Link
Fleet
Solutions
Private
Limited(“VFSPL”)		 Rs. 2.8 crores
B Whether
the
acquisition
would fall within related
party
transaction(s)
and
whether
the
promoter/
promoter
group/
group
companies have any interest
in the entity being acquired?
If yes, nature of interest and
details thereof and whether
the same is done at “arm’s
length”		 Yes.
The Company has today (9 November 2021) entered into a Share Purchase
Agreement (“SPA”) to acquire:
(1) 100% paid-up share capital of MMTPL, VASPL and VFSPL from MTSPL;
and
(2) 100% paid-up share capital of MTSPL from M&M;
The selling shareholders mentioned at (1) and (2) above (i.e. MTSPL and
M&M) are related parties of the Company. MTSPL is a fellow subsidiary of
the Company and M&M is Holding Company and Promoter of the
Company. Hence the transactions for acquisition of shares as aforesaid
would be related party transactions.
Further, M&M being Holding Company and Promoter of the Company and
also the holding company of MTSPL is interested in the transaction to the
extent of sale of Meru Companies.

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Mahindra
LOGISTICS
C
Industry to which the entity
beingacquired belongs;
D
Objects
and
effects
of
acquisition (including but not
limited to, disclosure of
reasons for acquisition of
target entity, if its business is
outside the main line of
business of the listed entity);
E
Brief
details
of
any
governmental or regulatory
approvals required for the
acquisition;
F
Indicative time period for
completion
of
the
acquisition;
G
Nature of consideration -
whether cash consideration
or share swap and details of
the same;
H
Cost of acquisition or the
price at which the shares are
acquired;		 Mahindra
LOGISTICS
C
Industry to which the entity
beingacquired belongs;
D
Objects
and
effects
of
acquisition (including but not
limited to, disclosure of
reasons for acquisition of
target entity, if its business is
outside the main line of
business of the listed entity);
E
Brief
details
of
any
governmental or regulatory
approvals required for the
acquisition;
F
Indicative time period for
completion
of
the
acquisition;
G
Nature of consideration -
whether cash consideration
or share swap and details of
the same;
H
Cost of acquisition or the
price at which the shares are
acquired;		 Mahindra
LOGISTICS
C
Industry to which the entity
beingacquired belongs;
D
Objects
and
effects
of
acquisition (including but not
limited to, disclosure of
reasons for acquisition of
target entity, if its business is
outside the main line of
business of the listed entity);
E
Brief
details
of
any
governmental or regulatory
approvals required for the
acquisition;
F
Indicative time period for
completion
of
the
acquisition;
G
Nature of consideration -
whether cash consideration
or share swap and details of
the same;
H
Cost of acquisition or the
price at which the shares are
acquired;
The consideration payable for the acquisition is as per the fair value
determined by an independent valuer - M/s Ernst & Young Merchant
Banking Services LLP (“EY”). The valuation is further supported by a Fairness
Opinion Report from Kotak Mahindra Capital Company Limited who has
opined that the value determined as per EY’s Valuation Report is fair.
Accordingly, the transaction is being done at fair value as per EY’s Valuation
Report and is at arm’s length.
C Industry to which the entity
beingacquired belongs;		 Transportation - Ride hail segment and corporate transportation solutions.
D Objects
and
effects
of
acquisition (including but not
limited to, disclosure of
reasons for acquisition of
target entity, if its business is
outside the main line of
business of the listed entity);		 The Company intends to invest in Meru Companies with an objective to
grow its presence in the shared mobility space and to consolidate the
mobility business ownership. With this acquisition, the Company will
enhance its range of mobility solutions with strategic focus on enterprise
customers and electric mobility.
Post-acquisition, all the four Meru Companies would become wholly-
owned subsidiaries of the Company and would continue to remain
subsidiaries of M&M.
E Brief
details
of
any
governmental or regulatory
approvals required for the
acquisition;		 Nil
F Indicative time period for
completion
of
the
acquisition;		 Around December 2021
G Nature of consideration -
whether cash consideration
or share swap and details of
the same;		 Cash Consideration
H Cost of acquisition or the
price at which the shares are
acquired;		 1.Acquisition
of
shares of 3 WOS of
MTSPL
from
MTSPL*		 i) 100% of the equity share capital of MMTPL for a
total consideration of Rs. 21.4 crores.
ii) 100% of the equity share capital of VASPL for a
total consideration of Rs. 29.1 crores.
iii) 100% of the equity share capital of VFSPL for a
total consideration of Rs. 1,205.
2.Acquisition
of
shares from M&M*		 100% of the equity share capital of MTSPL for a
total consideration of Rs. 50.4 crores.

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Mahindra
LOGISTICS
I
Percentage of shareholding /
control acquired and / or
number of shares acquired;
J
Brief background about the
entity acquired in terms of
products/line of business
acquired,
date
of
incorporation, history of last
3 years turnover, country in
which the acquired entity
has presence and any other
significant information (in
brief);		 Mahindra
LOGISTICS
I
Percentage of shareholding /
control acquired and / or
number of shares acquired;
J
Brief background about the
entity acquired in terms of
products/line of business
acquired,
date
of
incorporation, history of last
3 years turnover, country in
which the acquired entity
has presence and any other
significant information (in
brief);		 Mahindra
LOGISTICS
I
Percentage of shareholding /
control acquired and / or
number of shares acquired;
J
Brief background about the
entity acquired in terms of
products/line of business
acquired,
date
of
incorporation, history of last
3 years turnover, country in
which the acquired entity
has presence and any other
significant information (in
brief);
I Percentage of shareholding /
control acquired and / or
number of shares acquired;		 The acquisition of shares as specified in point B above will result in 100%
direct shareholding of the Company in Meru Companies.
J Brief background about the
entity acquired in terms of
products/line of business
acquired,
date
of
incorporation, history of last
3 years turnover, country in
which the acquired entity
has presence and any other
significant information (in
brief);		 Name of
Target entity
Date of
incorporation
Total revenue from operations for
last 3years
MTSPL
4 December
2006
At consolidated level:
FY 2020-21: Rs. 44.3 crores
FY 2019-20: Rs. 134.2 crores
FY 2018-19: Rs. 155.7 crores
MMTPL
4 December
2006
FY 2020-21: Rs. 41.5 crores
FY 2019-20: Rs. 112.4 crores
FY 2018-19: Rs. 114.3 crores
VASPL
18 January
2010
FY 2020-21: Rs. 0.2 crores
FY 2019-20: Rs. 3.9 crores
FY 2018-19: Rs. 3.3 crores
VFSPL
4 December
2006
FY 2020-21: Rs. 2.8 crores
FY 2019-20: Rs. 21.3 crores
FY 2018-19: Rs. 46.7 crores
MTSPL is the holding entity and through its subsidiaries operates in ride hail
segment and corporate transportation solutions space.
Market Presence: PAN India

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Annexure B

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PRESS RELEASE

Mahindra Logistics acquires MERU

Mumbai, November 9, 2021: Mahindra Logistics Ltd. (MLL), one of India’s largest Third-Party Logistics solution providers, today announced its acquisition of Meru:

  • 100% equity share capital of Meru Mobility Tech Private Limited, V-Link Fleet Solutions Private Limited and V-Link Automotive Services Private Limited from Meru Travel Solutions Private Limited (MTSPL) and

  • 100% equity share capital of MTSPL from Mahindra & Mahindra Limited (M&M).

The acquisition is a strategic move to consolidate and expand MLL’s business in the enterprise mobility space.

Meru Cabs, a ridesharing company founded in 2006, revolutionized the way people travelled in cabs by offering AC cabs at their doorstep with a single call. Today, Meru has a significant presence in the airport ride hailing segment and provides on-call and employee mobility services to corporates in India. Meru also has a large number of Electric vehicles in their fleet.

The addition of Meru under its brand, will further strengthen MLL’s mobility business. MLL is already a leader in its Enterprise Mobility Service (ETMS) business, which operates under the ‘Alyte’ brand. With this acquisition, MLL will enhance its range of mobility solutions with strategic focus on enterprise customers and electric mobility.

Speaking on the occasion, Rampraveen Swaminathan, MD & CEO, Mahindra Logistics Ltd. said, “I am pleased to welcome Meru, a pioneering brand in the shared mobility space in India, to the Mahindra Logistics family. The acquisition complements our mobility services portfolio with an expansion in airport ride-hailing and on-call services. We anticipate significant synergies by leveraging the combined capabilities in supply, technology management and Electric mobility. The combined capabilities of Meru & Alyte will enable us to better serve our B2C and enterprise customers with an expanded portfolio of services delivering on a promise of safety, customer excellence & sustainability.”

About Mahindra

Founded in 1945, the Mahindra Group is one of the largest and most admired multinational federation of companies with 260,000 employees in over 100 countries. It enjoys a leadership position in farm equipment, utility vehicles, information technology and financial services in India and is the world’s largest tractor company by volume. It has a strong presence in renewable energy, agriculture, logistics, hospitality, and real estate.

The Mahindra Group has a clear focus on leading ESG globally, enabling rural prosperity and enhancing urban living, with a goal to drive positive change in the lives of communities and stakeholders to enable them to Rise.

Learn more about Mahindra on www.mahindra.com / Twitter and Facebook: @MahindraRise/. For updates subscribe to https://www.mahindra.com/news-room

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About Mahindra Logistics

Mahindra Logistics Limited (MLL) is an integrated third-party logistics (3PL) service provider, specializing in supply chain management and enterprise mobility (people transport solutions). Founded more than a decade ago, MLL serves over 400+ corporate customers across various industries like Automobile, Engineering, Consumer Goods and E-commerce. MLL pursues an “assetlight” business model, providing customised and technology enabled solutions that span across the supply chain and people transport operations. MLL is part of the newly created Mobility Services Sector of the Mahindra Group.

For more information, visit www.mahindralogistics.com

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