Mahindra Lifespace Developers Limited (MLDL) approved the slump sale of the ‘Alembic Undertaking,’ a Bengaluru residential project, to its subsidiary, Mahindra Blossom Developers Limited (MBLDL). Concurrently, MLDL will execute agreements to form a joint venture with Mitsui Fudosan (Asia) Pte. Limited (MFA) in MBLDL. This strategic move involves MLDL transferring a 49% stake in MBLDL to MFA, with the net consideration for the slump sale not exceeding Rs. 100 crores.
Strategic Restructuring and Joint Venture Finalized
At its meeting on February 9, 2026, the Board of Directors of Mahindra Lifespace Developers Limited approved several key corporate actions intended to streamline operations and bring in a strategic partner for a key Bengaluru project.
Transfer of ‘Alembic Undertaking’
The primary transaction approved is the transfer of the ‘Alembic Undertaking’—a residential real estate development project located in Bengaluru—to Mahindra Blossom Developers Limited (MBLDL), a wholly-owned subsidiary. This transfer will occur on a slump sale basis (as a going concern). The estimated net consideration for this business transfer is capped at Rs. 100 crores, after deducting relevant liabilities.
The execution of the Business Transfer Agreement and/or Conveyance Deed is anticipated to be completed before 31st March 2026.
Joint Venture with Mitsui Fudosan (Asia)
In furtherance of the restructuring, the Company will enter into a Shareholders Agreement (SHA) and an Investment Agreement (IA) with Mitsui Fudosan (Asia) Pte. Limited (MFA) concerning the management and functioning of MBLDL.
Key changes in the shareholding structure of MBLDL post-approvals:
- The Company will transfer 49% equity stake held in MBLDL to MFA.
- Subsequently, the Company will hold 51% and MFA will hold 49% of the total equity shareholding of MBLDL.
- Both the Company and MFA will subscribe to MBLDL’s rights issue of equity shares in the ratio of 51:49, respectively, upon customary conditions being met. The issuance price for these rights shares is at par (Rs. 10 per share).
Rationale and Governance
The rationale for the transfer and joint venture is to provide operational flexibility, efficient management, sharp execution focus, and better monitoring of the Bengaluru development project. In terms of governance, the post-transaction board composition of MBLDL will include:
- The Company nominating up to three directors.
- MFA nominating two directors.
- Provision for an Independent Director as required by applicable laws.
The proposed transaction involving MFA is considered a related party transaction, supported by an independent valuation report confirming it is conducted on an arm’s length basis. All transactions are subject to the receipt of necessary approvals, including shareholder approval.
Source: BSE
