The Board of Directors of Mahindra Lifespace Developers Ltd. has approved the transfer of the ‘Alembic Undertaking’ (a Bengaluru residential project) on a slump sale basis to its subsidiary, Mahindra Blossom Developers Limited (MBLDL). Subsequently, the Company will transfer a 49% equity stake in MBLDL to Mitsui Fudosan (Asia) Pte. Ltd. (MFA). The remaining ownership will be held in a 51:49 ratio after both parties subscribe to MBLDL’s rights issue.
Board Approval for Strategic Restructuring
On February 9, 2026, the Board of Directors of Mahindra Lifespace Developers Limited (MLDL) approved significant transactions following recommendations from the Audit Committee. These transactions involve restructuring a specific real estate development project in Bengaluru.
Transfer of Alembic Undertaking
The first key approval was the transfer of the ‘Alembic Undertaking’—which includes all relevant assets and liabilities pertaining to a residential real estate development project in Bengaluru—to MBLDL, a subsidiary of MLDL, on a slump sale basis.
Under Annexure A details:
- The Alembic Undertaking has not contributed to the turnover, revenue, or net worth of MLDL in the last financial year.
- The consideration for this slump sale, representing the net value of assets minus liabilities, is not exceeding Rs. 100 crores.
- The completion of this transfer is expected before March 31, 2026.
- MBLDL, the buyer, is currently a wholly owned subsidiary of MLDL (as of the announcement date). This transaction is classified as a related party transaction, deemed to be conducted at ‘arm’s length’.
Formation of Joint Venture with Mitsui Fudosan
The second major component involves formalizing a joint venture arrangement between MLDL, MBLDL, and Mitsui Fudosan (Asia) Pte. Limited (MFA) through a Shareholders Agreement (SHA) and Investment Agreement (IA).
Equity Transfer and Capital Infusion
Key steps concerning equity restructuring include:
- MLDL will transfer 49% equity stake held in MBLDL to MFA.
- Post-transfer, MLDL will hold 51% and MFA will hold 49% of MBLDL’s total equity shareholding.
- Following an upcoming rights issue undertaken by MBLDL, MLDL and MFA will subscribe to the new shares in the resultant 51:49 ratio, respectively.
JV Details and Governance
Under Annexure B:
- The agreements are intended to govern mutual rights relating to the management and functioning of MBLDL, focusing on funding the Alembic Undertaking.
- The funding requirement for MBLDL will be met via rights issue subscription or debt issuance.
- The board composition of MBLDL will be structured such that MLDL can nominate up to three directors, and MFA can nominate two directors.
- The initial transfer of shares to MFA is between MLDL and an unrelated party (MFA).
- MBLDL’s proposed rights issue involves 23,03,00,000 equity shares (Face Value: Rs. 10 each), aggregating to Rs. 230,30,00,000, to be subscribed at par.
Acquisition Details (Annexure D)
The document also details the proposed acquisition mechanics through MBLDL:
- MLBDL is undertaking the ‘Mahindra Blossom’ project.
- The Company (MLDL) proposes to subscribe to 11,74,53,000 equity shares via rights issue, aggregating to Rs. 117,45,30,000.
- MLBDL has an Authorized Share Capital of Rs. 9,00,00,000 and a Paid-up Share Capital of Rs. 2,50,00,000 as of the intimation date.
The completion of all transaction documents is subject to receipt of all necessary approvals, including shareholders’ approval, as required by applicable law(s).
Source: BSE
