Mahindra & Mahindra Limited (M&M), one of India’s leading automotive giants, has announced its plan to acquire a controlling 58.96% stake in SML Isuzu Limited through a share purchase deal valued at approximately ₹554.65 crore. The move marks a significant strategic expansion by M&M in the commercial vehicle segment.
According to a regulatory filing under SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, M&M has entered into two Share Purchase Agreements (SPAs) dated April 26, 2025:
- SPA 1: M&M will acquire 63,62,306 equity shares (43.96%) from existing promoter Sumitomo Corporation at ₹650 per share, totaling ₹413.55 crore.
- SPA 2: An additional 21,70,747 shares (15%) will be acquired from Isuzu Motors Limited, also at ₹650 per share, amounting to ₹141.10 crore.
The entire transaction is structured as a direct acquisition and will be executed in cash, subject to regulatory approvals.
Open Offer Triggered
As the total acquisition exceeds 25% of the voting share capital and involves a change in control, M&M has triggered an Open Offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Post-completion, Mahindra will become the promoter of SML Isuzu. The current promoter, Sumitomo Corporation, will relinquish control and be reclassified as a public shareholder under SEBI guidelines.
M&M has also proposed to acquire up to 37,62,628 additional shares through the open offer route. If fully subscribed, the total stake held by Mahindra will rise to 84.96% of the company’s voting capital.
Strategic Rationale
This acquisition bolsters M&M’s commercial vehicle portfolio by deepening its footprint in the medium and light commercial vehicle segment. SML Isuzu, headquartered in Punjab, is known for its buses, trucks, and special-purpose vehicles tailored for Indian roads and logistics needs.
The transaction also marks the exit of Japanese major Sumitomo Corporation, which held a significant shareholding in SML Isuzu, and will result in a reshaping of the company’s strategic direction under Indian ownership.
Shareholding Snapshot
| Shareholder | Pre-Transaction Holding | Post-Transaction Holding |
| Mahindra & Mahindra | Nil | 58.96% (via SPAs) |
| Sumitomo Corporation | 43.96% | 0% |
| Isuzu Motors Limited | 15% | 0% |
Important Notes
- The acquisition of Sumitomo’s stake is considered a related party transaction under SEBI LODR Regulations due to Sumitomo’s relationship with M&M’s subsidiaries. However, it is being executed at arm’s length.
- M&M has stated that if public shareholding falls below the minimum threshold after the acquisition, it will ensure compliance with minimum public float norms as required by law.
The Equity Shares of SML Isuzu are currently listed on both BSE Limited and the National Stock Exchange of India Limited under the symbol SMLISUZU.
This acquisition signals Mahindra’s aggressive push to consolidate its leadership in the commercial mobility space and unlock new synergies in manufacturing, distribution, and technology.