BSECompany Update6d ago · 30 Jul 2026, 01:04 pm

Please refer to the enclosed file.

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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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 [Showing first 8,000 characters — download PDF for full document]