Mahindra Completes SML Isuzu Acquisition, Appoints Vinod Sahay as Chairman

Mahindra & Mahindra Ltd. (M&M) has officially notified the completion of its acquisition of a controlling 58.96 per cent stake in SML Isuzu Ltd. (SML) on August 1, 2025. The move solidifies Mahindra's categorisation as the new promoter of SML and represents an important milestone in the company's strategy to increase its play in India's commercial vehicle (CV) space, with a focus on the >3.5-tonne trucks and buses business.

Also Read: Mahindra To Acquire 58.96% Stake In SML Isuzu

Leadership Reshuffle and Rebranding at SML Isuzu

Following Mahindra’s acquisition of a controlling stake in SML Isuzu, the company has announced a significant reshuffle of its leadership team and initiated a rebranding exercise. Effective August 3, 2025, Vinod Sahay, President – Aerospace & Defence, Trucks, Buses & Construction Equipment at Mahindra Group, has been appointed as the Executive Chairman of SML Isuzu Ltd. Additionally, Venkat Srinivas has taken charge as the Executive Director and Chief Executive Officer, effective August 1, 2025. 

Moreover, in a strategic move to reflect its new ownership and direction, the Board of Directors has also approved a proposal to rename the company ‘SML Mahindra Limited’, subject to necessary approvals from the Registrar of Companies (RoC), Central Registration Centre, Ministry of Corporate Affairs (MCA), shareholders, and other applicable regulatory bodies. 

Transaction Structure and Compliance with Regulations

The transaction has been made in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and comprises the following major constituents:

• 43.96 per cent holding bought from Sumitomo Corporation (the exiting promoter)
• 15 per cent holding bought from Isuzu Motors Ltd.
• A compulsory open offer to buy up to 26 per cent from public shareholders at ₹1,554.60 a share (in terms of SEBI Takeover Regulations)

The takeover was conducted under share purchase agreements (SPAs) dated April 26, 2025, and was concluded on the receipt of requisite documentation and approvals. Though Mahindra possesses the majority stake now, the entire transaction, including the open offer, is awaiting Competition Commission of India (CCI) clearance, with the deadline for completion to be December 31, 2025.

What the Regulatory Filing Reveals

In its regulatory update filed with the stock exchanges, Mahindra has reiterated its commitment to full transparency and regulatory compliance, stating it will proceed with the required steps for the open offer under SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) regulations. The acquisition is being conducted entirely via cash consideration, with shares from both Sumitomo and Isuzu bought at ₹650 per share. 

The announcement includes disclosures on:

Cost of acquisition

• ₹413.55 crore from Sumitomo
• ₹141.10 crore from Isuzu
• ₹1,554.60 per share for the open offer

Shareholding impact

• Mahindra now holds 58.96 per cent
• Ability to purchase as much as 84.96 per cent after the open offer

Strategic Rationale

SML Isuzu, incorporated in 1983, has traditionally been a niche player in the intermediate and light commercial vehicle (ILCV) segment, especially in northern and eastern India. It reported revenue of ₹2,196 crore and EBITDA of ₹179 crore in FY24, and has a 16 per cent market share in the intermediate bus segment.

This acquisition provides Mahindra:

• A direct presence in the >3.5T commercial vehicle segment
• Access to SML's Punjab-based manufacturing plant
• Increased reach of dealers and service centres
• A complementary product portfolio of buses, trucks, and staff transportation solutions

It also provides opportunities for electric CV development, consistent with India's long-term decarbonisation and FAME policies.

Bigger Picture: Consolidation in CV Market

The acquisition is reflective of wider industry trends, where traditional OEMs are consolidating, exiting, or reworking their CV portfolios. Mahindra's 3 per cent present share in the >3.5T segment stands starkly against its 52 per cent market share in <3.5T vehicles. After acquisition, it wants to double its CV share to 6 per cent right away, with goals of 10–12 per cent by FY31 and over 20 per cent by FY36.

What's Next?

• The open offer process will follow in the subsequent months, as per SEBI timelines.
• CCI approval stands and is needed to finish the overall transaction bouquet.
• When final regulatory approvals come through, SML will be a listed subsidiary of Mahindra, enabling mutual R&D, supplier networks, and common vehicle platforms.

Industry Implication

This takeover marks a much-needed move by Mahindra to scale up its commercial vehicle business beyond the LCV category and signals its serious intent to become a full-range CV player. The acquisition significantly intensifies competition for incumbents like Tata Motors and Ashok Leyland, especially in the mid-size bus and ILCV space where SML Isuzu holds strong ground. 

With clear synergies in product portfolio, dealer network, and manufacturing capabilities, the integration between Mahindra and SML is expected to be relatively seamless, accelerating time-to-market, operational efficiency, and portfolio diversification for both brands.