Tech Mahindra is set to increase its ownership in Italian automotive design company Pininfarina S.p.A. from 82.57% to 92.59% through an additional acquisition of 7.89 million shares for up to €9.46 million (approximately ₹100 crore). The proposed purchase will be carried out through PF Holdings B.V. (PFH), a subsidiary of Tech Mahindra, at a price of €1.20 per share.
The transaction is part of a voluntary tender offer launched by PF Holdings to acquire up to 17.42% of Pininfarina. The move comes as the Italian design company pursues delisting from Borsa Italiana. The proposed acquisition is subject to the requisite approval of Italy’s Presidency of the Council of Ministers and is expected to be completed on or before December 31, 2026. If the committed transaction is completed, PF Holdings’ ownership will increase to 92.59%.
Key Takeaways
- Tech Mahindra plans to raise its stake in Pininfarina from 82.57% to 92.59%.
- Its subsidiary PF Holdings has committed to acquire 7.89 million shares, representing 10.02% of Pininfarina.
- The proposed transaction is valued at up to €9.46 million, or approximately ₹100 crore.
- The shares will be acquired at €1.20 each through cash consideration.
- The transaction forms part of a voluntary tender offer covering up to 17.42% of Pininfarina.
- Pininfarina is pursuing delisting from Borsa Italiana, making the ownership increase strategically significant.
- The acquisition requires approval from Italy’s Presidency of the Council of Ministers.
- Pininfarina reported consolidated turnover of €102.7 million for 2025, compared with €91.1 million in 2024.
Tech Mahindra to Raise Pininfarina Stake to 92.59%
Tech Mahindra disclosed the proposed acquisition in a stock exchange filing dated November 6, 2026.
Under the arrangement, PF Holdings B.V. has entered into a commitment to acquire 7,886,000 ordinary shares of Pininfarina, equivalent to 10.02% of the Italian company’s issued share capital.
The transaction is valued at up to €9.46 million, with each share priced at €1.20. The consideration will be paid entirely in cash rather than through a share swap.
PF Holdings currently owns 82.57% of Pininfarina. Once the proposed acquisition is successfully completed, its holding will increase to 92.59%.
The transaction is part of a broader voluntary tender offer initiated by PF Holdings to acquire up to 13,700,787 ordinary shares, representing 17.42% of Pininfarina.
The 10.02% commitment is therefore a specific portion of the larger tender offer. The proposed increase to 92.59% reflects completion of this committed purchase, not necessarily the maximum ownership that could result from the full tender offer.
| Transaction detail | Information |
|---|---|
| Acquiring entity | PF Holdings B.V. |
| Parent company | Tech Mahindra |
| Target company | Pininfarina S.p.A. |
| Current stake | 82.57% |
| Additional shares committed for acquisition | 7,886,000 |
| Additional stake | 10.02% |
| Proposed stake after transaction | 92.59% |
| Price per share | €1.20 |
| Maximum consideration for committed purchase | €9.46 million |
| Payment method | Cash |
| Expected completion | On or before December 31, 2026 |
| Regulatory approval | Presidency of the Council of Ministers of Italy |
The company has also disclosed that the transaction is not a related-party transaction and that its promoter and promoter group do not have an interest in the acquisition.
Pininfarina’s Proposed Delisting From Borsa Italiana
The proposed stake increase is closely connected to Pininfarina’s plan to delist from Borsa Italiana, Italy’s principal stock exchange operator.
Pininfarina’s ordinary shares are currently listed on Euronext Milan, a regulated market managed by Borsa Italiana.
Tech Mahindra’s regulatory disclosure specifically identifies Pininfarina’s proposed delisting as the reason behind the acquisition-related development.
Increasing ownership beyond 90% would give PF Holdings a significantly stronger position in the company and could support the process of taking it private, subject to applicable Italian takeover and delisting rules.
A delisting would mean Pininfarina’s shares would no longer trade on the public exchange after the relevant regulatory and procedural requirements are completed.
For Tech Mahindra, this could simplify the ownership structure of a business it has controlled for several years. It could also provide greater flexibility in managing Pininfarina’s strategic direction and integrating its capabilities with the wider group.
However, the proposed acquisition and the delisting process are separate matters. Completion of the 10.02% share purchase would not, by itself, establish that the delisting has been completed. The final outcome remains subject to applicable laws, regulatory requirements and the tender-offer process.
What Is Pininfarina and What Does It Do?
Founded on May 23, 1930, Pininfarina is an Italian design and engineering company best known for its association with automotive styling.
The company has built an international reputation through its work in vehicle design, automotive engineering and industrial design. Its services extend beyond styling individual vehicles to include engineering and design support for manufacturers and other businesses.
Pininfarina’s automotive design heritage has made it a recognised name in the global vehicle industry. Its capabilities are relevant to manufacturers seeking external expertise in areas such as vehicle aesthetics, product development and engineering.
The company’s business activities include:
- Automotive design: Styling and design development for passenger vehicles and other automotive products.
- Vehicle engineering: Engineering support and technical development for automotive projects.
- Industrial design: Design services for products and commercial applications beyond automobiles.
- Design and innovation services: Working with businesses on product concepts, development and user-facing design.
Its association with an established Italian automotive design identity gives it a different business profile from Tech Mahindra’s core IT services operations.
For Tech Mahindra, the investment provides ownership of a specialist design and engineering business with an international customer base and a presence in the automotive ecosystem.
Pininfarina’s Revenue Has Grown Over the Last Three Years
Pininfarina’s consolidated turnover has increased over the last three reported calendar years, according to the financial information included in Tech Mahindra’s regulatory disclosure.
The company reported turnover of €102.7 million for the calendar year ended December 31, 2025, compared with €91.1 million in 2024 and €87.2 million in 2023.
| Financial year | Consolidated turnover |
|---|---|
| 2023 | €87.2 million |
| 2024 | €91.1 million |
| 2025 | €102.7 million |
The figures indicate that turnover increased by approximately 12.7% in 2025 compared with 2024.
Over the two-year period between 2023 and 2025, turnover increased by approximately 17.8%.
This provides some context for the business being brought further under Tech Mahindra’s ownership. However, turnover is not the same as net profit, EBITDA or cash flow. The disclosed revenue figures alone do not establish Pininfarina’s profitability or the financial returns that Tech Mahindra will generate from the investment.
The acquisition’s longer-term value will depend on the company’s ability to grow its design and engineering business, secure customer projects and maintain operating profitability.
How Tech Mahindra Originally Acquired Pininfarina
Tech Mahindra’s relationship with Pininfarina dates back to 2015.
In December 2015, Tech Mahindra and Mahindra & Mahindra agreed to acquire a 76.06% stake in the Italian company from Pincar S.r.l. The acquisition was priced at €1.10 per share and was completed through PF Holdings B.V.
At the time, PF Holdings was structured as a joint venture in which Tech Mahindra held a 60% interest and Mahindra & Mahindra held the remaining 40%.
The acquisition was completed in May 2016.
The transaction gave the Mahindra group access to an internationally recognised automotive design business with a long history in vehicle styling and engineering.
Over the years, Pininfarina has remained part of the group’s wider international business interests. The latest proposed purchase represents another step towards increasing control over the Italian company.
The current proposed transaction is being undertaken through PF Holdings, which Tech Mahindra identifies as its subsidiary in the latest exchange filing.
Why Is Pininfarina Strategically Important to Tech Mahindra?
Tech Mahindra is primarily known for its IT services, consulting, digital transformation and engineering capabilities.
Pininfarina operates in a different but potentially complementary area: automotive design and engineering.
The automotive industry is undergoing significant changes as manufacturers invest in electric vehicles, connected mobility, software-defined vehicles and new vehicle architectures.
These developments have increased the importance of integrating physical product design with engineering, software and digital capabilities.
Pininfarina’s design and engineering expertise could provide strategic opportunities within this changing automotive ecosystem.
For Tech Mahindra, the relationship potentially connects several capabilities:
1. Automotive engineering
Vehicle manufacturers require engineering support throughout the product development cycle. Pininfarina’s expertise in vehicle design and engineering can complement technology-led services.
2. Electric and connected mobility
Electric vehicles and connected vehicles require new approaches to product architecture, user experience and vehicle development. Design and engineering companies can contribute to these programmes.
3. Global customer relationships
Pininfarina has an established international identity in automotive design. Its customer relationships and industry presence provide a platform within the global automotive ecosystem.
4. Greater ownership flexibility
Increasing its stake could give Tech Mahindra more control over strategic decisions and the company’s future ownership structure, particularly if the proposed delisting proceeds.
These are potential strategic advantages rather than guaranteed financial outcomes. The commercial benefits will depend on how effectively the two businesses use their respective capabilities.
What Happens Next in the Acquisition?
The immediate next step is obtaining the required approval from the Presidency of the Council of Ministers of Italy.
Tech Mahindra has indicated that the transaction is expected to be completed on or before December 31, 2026.
The acquisition will involve the purchase of 7,886,000 ordinary shares at €1.20 each, with total cash consideration of up to €9.46 million.
The wider voluntary tender offer covers up to 13,700,787 shares, equivalent to 17.42% of Pininfarina.
Investors will need to distinguish between the specific commitment to acquire 10.02% and the maximum percentage covered by the overall offer.
The immediate ownership outcome disclosed by Tech Mahindra is an increase from 82.57% to 92.59%, assuming the committed transaction is completed.
The subsequent progress of Pininfarina’s delisting will depend on the applicable Italian regulatory framework and the completion of the required procedures.
The Bigger Picture
Tech Mahindra’s proposed increase in Pininfarina ownership reflects the group’s continued interest in international automotive design and engineering capabilities. The investment is not simply an expansion into another IT services business; it strengthens its control over a specialist Italian company with a long history in vehicle design.
The proposed move also comes at a time when automotive manufacturers are adapting to electrification, connected technologies and changing vehicle-development requirements. These shifts create opportunities for companies that combine design, engineering and digital expertise.
For Tech Mahindra, the immediate transaction is relatively modest in financial terms compared with the scale of its IT services operations. Its strategic significance lies in increasing ownership and supporting Pininfarina’s proposed delisting. The longer-term value will depend on the company’s commercial performance and how effectively its capabilities contribute to the wider group’s automotive and engineering activities.
Frequently Asked Questions
1. How much stake will Tech Mahindra hold in Pininfarina?
Tech Mahindra’s subsidiary PF Holdings currently holds 82.57% of Pininfarina. If the proposed acquisition is completed, its holding will increase to 92.59%.
2. How much is Tech Mahindra paying for the additional Pininfarina stake?
PF Holdings has committed to acquire 7,886,000 shares for up to €9.46 million, at a price of €1.20 per share.
3. Why is Tech Mahindra increasing its stake in Pininfarina?
The acquisition is linked to Pininfarina’s proposed delisting from Borsa Italiana. Increasing its ownership will strengthen PF Holdings’ control over the Italian design company.
4. What does Pininfarina do?
Pininfarina is an Italian automotive design and engineering company. It provides vehicle design, automotive engineering and other industrial design services.
5. When will the acquisition be completed?
Tech Mahindra expects the transaction to be completed on or before December 31, 2026, subject to the required approval from Italy’s Presidency of the Council of Ministers.
6. Is Tech Mahindra acquiring all of Pininfarina?
No. The specific commitment disclosed covers 10.02% of Pininfarina, which would increase PF Holdings’ ownership to 92.59%. The wider voluntary tender offer covers up to 17.42% of the company.
7. What was Pininfarina’s revenue in 2025?
Pininfarina reported consolidated turnover of €102.7 million for calendar year 2025, compared with €91.1 million in 2024.
8. When did Tech Mahindra first invest in Pininfarina?
Tech Mahindra and Mahindra & Mahindra agreed to acquire a 76.06% stake in Pininfarina in December 2015. The acquisition was completed in May 2016 through PF Holdings B.V.
Looking Ahead
The next major milestone is the completion of the proposed 10.02% share acquisition, which would raise PF Holdings’ ownership to 92.59%. The required Italian government approval and the progress of the broader tender offer will determine how the transaction develops before the expected December 31, 2026 deadline.
Beyond the ownership change, the more important question for Tech Mahindra will be how Pininfarina contributes to its international automotive and engineering strategy. The proposed delisting could give the group greater flexibility in managing the business, but the investment’s long-term value will ultimately depend on customer demand, revenue growth, profitability and the integration of design and engineering capabilities across the group.
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