BSECompany Update6d ago · 30 Jul 2026, 01:04 pm
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Mahindra & Mahindra Ltd · 500520
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Mahindra & Mahindra Ltd has announced a scheme of merger by absorption of its wholly-owned subsidiary, Mahindra Investment Company (Mauritius) Limited, with the company. The merger is subject to approval from the National Company Law Tribunal and will not affect the rights and interests of shareholders, creditors, employees, and other stakeholders.
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Full Announcement
Mahindra & Mahindra Ltd - 500520 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
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Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441
Fax: +91 22 2490 0833
www.mahindra.com
M&M/SEC/2026-27/078
30th July 2026
National Stock Exchange of India Limited BSE Limited
Scrip Symbol: M&M Scrip Code: 500520
Sub: Scheme of Merger by Absorption of Mahindra Investment Company (Mauritius)
Limited with the Company
Re: Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
The Board of Directors of the Company at its Meeting held on 30th July 2026 has, inter alia,
approved the Scheme of Merger by Absorption of Mahindra Investment Company (Mauritius)
Limited (“MICML” or “Transferor Company”), a wholly owned subsidiary of the Company, with
Mahindra & Mahindra Limited (“the Company” or “Transferee Company”) and their respective
shareholders under Section 234 read with Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013 (“Scheme”).
The salient features of the proposed Scheme are as under:
• The Appointed Date of the Scheme is the opening business hours of 1st April 2026, or such
other date as may be directed or approved by the Hon’ble National Company Law Tribunal,
Mumbai Bench (“NCLT”) or any other Appropriate Authority.
• With effect from the Appointed Date and upon the Scheme becoming effective, the business
and undertaking of the Transferor Company, shall, under the provisions of Section 234 read
with Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013
(“the Act”), and applicable provisions of the Mauritius Law and pursuant to the orders of the
NCLT or other Appropriate Authority, if any, sanctioning the Scheme, shall without any further
act, deed, matter or thing, stand transferred to and vested in and/or deemed to be transferred
to and vested in the Transferee Company so as to become the properties and liabilities of the
Transferee Company in accordance with the provisions of Section 2(6) of the Income-tax Act,
2025.
• Since the entire share capital of Transferor Company is held by the Transferee Company, as
a result of the proposed merger and upon the Scheme becoming effective, the shares of
Transferor Company held by the Transferee Company will stand cancelled without any further
act or deed and there shall be no issuance of shares or payment of any consideration by the
Transferee Company.
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax:
+91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com |
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441
Fax: +91 22 2490 0833
www.mahindra.com
• As the entire business undertaking of the Transferor Company shall stand transferred to and
vested in the Transferee Company, pursuant to merger, the rights and interests of the
shareholders and/or the creditors of the Transferor Company and the Transferee Company
shall not be affected, and the Scheme shall also not be prejudicial to the interest of the
shareholders, creditors, employees and other stakeholders of the Transferor Company and
the Transferee Company.
The Meeting of the Board of Directors of the Company commenced at 11:10 a.m. and concluded
at 12:50 p.m.
The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI Circular No. HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated 30th January 2026 are provided in Annexure-A.
You are requested to kindly take the same on record and treat the same as compliance with the
applicable provisions of the Listing Regulations.
Yours sincerely,
For Mahindra & Mahindra Limited
Sailesh Kumar Daga
Company Secretary
FCS: 4164
CC: Luxembourg Stock Exchange
London Stock Exchange Plc
ISIN: USY541641194
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax:
+91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com |
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441
Fax: +91 22 2490 0833
www.mahindra.com
Annexure-A
Amalgamation/Merger
Sr. Details of Events that Information of such events(s)
No. need to be provided
(i) Name of the entity(ies) Mahindra Investment Company (Mauritius) Limited (“MICML” or
forming part of the “Transferor Company”), incorporated in the Republic of
amalgamation/merger, Mauritius.
details in brief such as, size,
turnover etc.; Mahindra & Mahindra Limited (“the Company” or “Transferee
Company”), incorporated in India.
The financial details for FY 2025-26 are set out below:
(Rs. in crore)
Particulars Transferor Company
Paid-up Capital 111.90
Net Worth 134.95
Income from Operations 4.69
(Rs. in crore)
Particulars Transferee Company
Paid-up Capital 601.02
Net Worth 73,994.77
Income from Operations 1,47,765.35
(ii) Whether the transaction MICML is a wholly owned subsidiary of the Company and,
would fall within related therefore, qualifies as a related party to the Company.
party transactions? If yes,
whether the same is done at However, the Ministry of Corporate Affairs, vide General Circular
“arm’s length”; No. 30/2014 dated 17th July 2014, has clarified that transactions
arising from compromises, arrangements and amalgamations
undertaken in accordance with the specific provisions of the
Companies Act, 2013, do not fall within the ambit of related party
transactions under Section 188 of the Companies Act, 2013.
Further, transactions between a holding company and its wholly
owned subsidiary are exempt from the requirement of prior
approval of the Audit Committee applicable to related party
transactions under Section 177 of the Companies Act, 2013.
In addition, pursuant to Regulation 23(5)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the provisions governing related party transactions are not
applicable to transactions between a holding company and its
wholly owned subsidiary. Accordingly, the provisions of
Regulation 23 relating to related party transactions are not
applicable to the proposed Scheme.
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax:
+91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com |
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441
Fax: +91 22 2490 0833
www.mahindra.com
Sr. Details of Events that Information of such events(s)
No. need to be provided
(iii) Area of business of the Transferor Company:
entity(ies); The principal activity of the Transferor Company is to hold
investments.
Transferee Company:
The Transferee Company is primarily engaged in the business
of mobility products and farm solutions. The Company offers a
wide range of products and solutions ranging from SUVs, pick-
ups, commercial vehicles and tractors to farm machinery,
gensets and construction equipment.
(iv) Rationale for amalgamation/ The merger of the Transferor Company with the Transferee
merger; Company would, inter alia, have the following benefits:
• Ensure a streamlined group structure by reducing and
rationalizing the number of overseas entities in the group
structure;
• Eliminating duplicative communication and co-ordination
efforts across multiple entities and countries;
• Reduction in the multiplicity of legal and regulatory
compliances required at present to be carried out by the
Transferor Company and Transferee Company; and
• Optimal utilization of resources resulting into reduction in
operational and compliance costs.
(v) In case of cash There will be no cash or share consideration involved in the
consideration – amount or Scheme.
otherwise share exchange
ratio; Transferor Company is a
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