46  Business combinations and acquisition of non-controlling interests

        

Acquisitions during the year ended 31 March 2026

Acquisition of Bajaj Auto International Holdings AG (BAIH AG) (Formerly known as 'Pierer Bajaj AG' or 'PBAG').

On November 18, 2025 (‘date of acquisition’), the Group through its wholly owned subsidiary, Bajaj Auto International Holdings B.V, (BAIHBV), acquired sole controlling interest in BAIH AG and consequently, BAIH AG became subsidiary of the Group. Together with previously held 49.9% of shares, Bajaj Auto Group now owns 100% in BAIHAG which inturn holds ~74.94% stake in BMAG. BMAG is the holding company of KTM AG, a leading motorcycle manufacturer in Europe with brands such as KTM, Husqvarna and GASGAS.

The Group has accounted, profit of ₹ 953.10 crore on remeasurement at fair value on acquisition date, pertaining to previously held equity interest and has reclassified foreign currency translation gain on investment in erstwhile associate accumulated over the prior reporting periods in Foreign Currency Translation Reserve of ₹ 645.71 crore, to profit or loss.

Pursuant to acquisition of such controlling stake, the fair values of assets acquired and liabilities assumed have been determined by the Group and accounted for using the acquisition method of accounting in accordance with Ind AS 103 ‘Business Combination’ as at the date of acquisition. The excess of the fair value of the net assets acquired over the purchase consideration has been recognised as capital reserve in other equity through other comprehensive income. Accordingly, the Group has consolidated BAIHAG as a subsidiary from date of acquisition till 31 December 2025. Financial statements for the year ended 31 March 2026 include the impact of the above transaction w.e.f. 18 November 2025 and are thus not comparable with corresponding previous periods.

The Group has elected to measure non-controlling interests in the acquiree using the proportionate share method, i.e., based on the present ownership instruments’ share in the recognised amounts of the acquiree’s identifiable net assets.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of these entities as at the date of acquisition were:

(₹ In Crore )
Particulars		Fair Value
Assets
Property, plant and equipment		3,476.78
Capital work-in-progress		73.60
Right of use-assets		569.86
Intangible assets		3,924.92
Intangible assets under development		1,442.30
Investments in associates		171.87
Loans		30.01
Income tax assets (net) & deferred tax assets		89.30
Other financials assets		697.96
Other assets		833.26
Inventories		4,764.29
Trade receivables		2,618.32
Cash and cash equivalents		889.53
Assets and disposal groups held for sale		56.90
		19,638.90
Liabilities
Borrowings		9,562.82
Deferred tax liabilities (net)		501.54
Lease liabilities		620.94
Trade payables		1,651.94
Other financial liabilities		483.01
Other liabilities		283.19
Provisions		493.25
Current tax liabilities (net)		31.04
		13,627.73
Total identifiable net assets at fair value		6,011.17
Non Controlling interest measured at fair value		1,533.30
Total identifiable net assets at fair value (pertaining to Group)		4,477.87
Bargain purchase gain/Capital Reserve		(21.83)
Purchase Considerations transferred		4,456.04

The acquisition date fair value of the trade receivables amounts to ₹ 2,618.32 crore against the gross amount ₹ 2,779.94 crore. The full contractual amounts are expected to be realised.

From the date of acquisition, BAIHAG has contributed ₹ 1,296.23 crore of revenue and ₹ 871.86 crore to the losses before tax from continuing operations of the Group. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been ₹ 10,236.98 crore and the profit before tax from continuing operations for the Group would have been ₹ 6,063.52 crore.

The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the lease relative to market terms.

The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and intangible assets.

Purchase Consideration

Particulars		(₹ In Crore)
Purchase consideration paid for acquisition of controlling stake (Exercise of call option of existing loan)		524.09
Fair Value of share held at acquisition date (49.9% in BAIH AG)		3,931.95
Total Consideration		4,456.04

Analysis of Cashflow on acquisition

Particulars		(₹ In Crore)
Purchase consideration paid for acquisition of controlling stake (Exercise of call option of existing loan)		(524.09)
Net cash acquired with the subsidiary		889.53
Net Cashflow on acquisition		365.44