Tech Mahindra Limited has submitted a regulatory disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding an acquisition by its subsidiary.

Transaction Details

  • Tender Offer: PF Holdings B.V. has initiated a voluntary totalitarian tender offer in compliance with CONSOB Regulations to acquire up to 13,700,787 ordinary shares of Pininfarina S.p.A., representing 17.42% of the company.
  • Specific Commitment: On 5 November 2026, PFH entered into a Commitment to Tender for the acquisition of 7,886,000 ordinary shares of Pininfarina S.p.A., representing exactly 10.02% of the company.
  • Current Ownership: PFH currently holds 82.57% of Pininfarina S.p.A.
  • Post-Transaction Ownership: Upon successful completion, PFH's shareholding will increase to 92.59%.
  • Intimation Received: The company received formal intimation of this transaction on 6 November 2026 at 7:32 a.m. (IST).

Target Entity Information

  • Name: Pininfarina S.p.A.
  • Legal Status: Joint-stock company incorporated under Italian law
  • Listing Status: Ordinary shares listed on Euronext Milan (Borsa Italiana S.p.A.)
  • Industry: Automotive design, vehicle design and engineering services
  • Incorporation Date: 23 May 1930
  • Country: Italy

Financial Information

  • Transaction Cost: €9.46 million for 7,886,000 shares at €1.20 per ordinary share
  • Pininfarina Financials:
  • 2025 Consolidated Turnover: €102.7 million (₹948.01 crore)
  • 2024 Consolidated Turnover: €91.1 million (₹819.85 crore)
  • 2023 Consolidated Turnover: €87.2 million (₹778.94 crore)

Transaction Structure

  • Consideration Type: Cash consideration
  • Related Party Status: Not a related party transaction
  • Promoter Interest: Promoter/Promoter Group/Group Companies have no interest in the transaction
  • Arm's Length: Transaction is conducted at arm's length

Regulatory Requirements

  • Government Approvals: Requires approval from the Presidency of the Council of Ministers (Italian government)
  • SEBI Compliance: Disclosure made under Regulation 30(6) read with Para A of Part A of Schedule III of SEBI Listing Regulations
  • Reference Circular: SEBI Master circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026

Timeline

  • Completion Target: On or before 31 December 2026

Strategic Purpose

The acquisition supports Pininfarina S.p.A.'s pursuit of delisting from Borsa Italiana S.p.A., subject to applicable laws and regulations.

Additional Information

This intimation has been uploaded to the company's website at https://www.techmahindra.com/investors/

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