Integrated Annual Report 2025-26 102 The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link: https://www.mahindra.com/ Policy-for-Determining-Material-Subsidiaries.pdf C. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS Acquisition of SML Isuzu Limited (‘SML’) During the year, the Company entered into Share Purchase Agreements with Sumitomo Corporation and with Isuzu Motors Limited for the acquisition of: a. 63,62,306 equity shares constituting 43.96% of the equity share capital of SML from Sumitomo Corporation, and; b. 21,70,747 equity shares constituting 15.0% of the equity share capital of SML from Isuzu Motors Limited, collectively aggregating to 85,33,053 equity shares constituting 58.96% of the existing share capital of SML. Pursuant to the above, the Company acquired control of SML and SML became a listed subsidiary of the Company with effect from 1st August 2025. Further, the Company launched a mandatory open offer to the eligible public shareholders of SML in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Pursuant to the offer, the Company acquired 673 equity shares constituting 0.005% of the equity share capital of SML and consequently holds 85,33,726 equity shares constituting 58.97% of the existing share capital of SML, which was subsequently renamed as SML Mahindra Limited effective 8th October 2025. Joint Venture Agreement with The Manufacturers Life Insurance Company (‘Manulife’) The Board of Directors of the Company approved a 50:50 Joint Venture with Manulife on 12th November 2025 for entering into the life insurance business in India, subject to Insurance Regulatory Authority of India (‘IRDAI’) approval. The total capital committed by each Shareholder is Rs. 3,600 crore, which is to be deployed over a period of 10 years from the year of commencement of operations. Mahindra’s brand strength, deep distribution capabilities in rural and semi-urban India and execution excellence make life insurance a logical extension towards building a comprehensive financial services portfolio for the Group. The Joint Venture aspires to be the No. 1 life insurer for rural and semi-urban India, and in serving urban customers through leadership in protection solutions. Rights Issue of Mahindra & Mahindra Financial Services Limited (‘MMFSL’) During the year under review, Mahindra & Mahindra Financial Services Limited (‘MMFSL’), a listed subsidiary of the Company, raised funds by way of a Rights Issue in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other applicable laws. The Rights Issue comprised an offer and issuance of fully paid-up equity shares of Rs. 2 each of MMFSL to its eligible equity shareholders as on the record date. The key terms of the Rights Issue included the issuance of 15,44,41,240 fully paid-up equity shares of face value of Rs. 2 each, at a price of Rs. 194 per equity share (including a premium of Rs. 192 per equity share), aggregating upto Rs. 2,996.16 crore, with the entire issue price payable at the time of application. The Rights Entitlement ratio was 1 equity share for every 8 equity shares held by the eligible shareholders of MMFSL as on the record date. The net proceeds of the Rights Issue were primarily utilised by MMFSL towards augmenting its long-term capital and resources for meeting funding requirements for business activities, and for general corporate purposes. The Board of Directors of the Company had approved participation in the Rights Issue of MMFSL, including subscribing to its full Rights Entitlement and any additional shares, including any unsubscribed portion of the issue, in accordance with applicable laws. The Rights Issue was successfully closed on 6th June 2025, pursuant to which MMFSL raised an aggregate amount of Rs. 2,996.16 crore and allotted 15,44,41,240 fully paid-up equity shares of face value of Rs. 2 each on 9th June 2025. The Company subscribed to 8,51,82,612 equity shares of MMFSL, which were duly allotted to the Company by MMFSL. Consequently, the Company’s shareholding in MMFSL increased from 52.16% (pre-issue) to 52.49% (post-issue). The Company’s shareholding in MMFSL stood at 52.49% as at 31st March 2026.
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