The Board of Directors of Mahindra & Mahindra Limited, at its meeting held on 29th July 2026, approved the sale, transfer, and disposal of its Truck & Bus Division — referred to as the MTBD Business Undertaking — to SML Mahindra Limited on a slump sale basis. The transaction, structured under a Business Transfer Agreement (BTA), carries a consideration of Rs. 525 crore, subject to working capital adjustments as set out in the BTA. The valuation was derived based on a report obtained from GT Valuation Advisors Private Limited.

Key Transaction Details

The following table summarises the key parameters of the transaction:

MTBD Business Undertaking — Financial Profile

The MTBD Business Undertaking encompasses the Company's employees, assets, intellectual property, licenses, permits, insurance policies, contracts, interests, rights, and liabilities, transferred as a going concern. The following table captures its financial contribution to Mahindra & Mahindra Limited:

As MTBD Business Undertaking forms an integral part of the Company's overall business operations, its net worth is not maintained or reported separately.

Strategic Rationale

The transaction is positioned as a strategic step towards consolidating Mahindra Group's truck and bus operations under a single focused entity. SML Mahindra Limited, established in 1983 (formerly SML Isuzu Limited), is a listed company with well-recognised brands, strong heritage, and a pan-India presence in the Trucks & Buses segment. The company holds a market-leading position in the ILCV (Intermediate and Light Commercial Vehicles) Buses segment.

The combination of the MTBD Business Undertaking and SML is intended to create a unified Truck & Bus business within the Mahindra Group, with a comprehensive presence across light, intermediate, and heavy commercial vehicles, as well as buses. The combined business is expected to benefit from:

• Enhanced scale and broader market coverage
• A strengthened product portfolio
• Improved operational efficiencies
• Sharper market focus and simplified operating structure

This transaction follows Mahindra & Mahindra's acquisition of a 58.97% stake in SML Mahindra Limited from Sumitomo Corporation and Isuzu Motors Limited on August 1, 2025, and the subsequent mandatory open offer.

Leadership Commentary

Dr. Anish Shah, Group CEO & MD, Mahindra Group, stated: "The transaction simplifies Mahindra Group's commercial vehicle business structure by consolidating truck and bus operations under SML Mahindra, creating a single focused entity dedicated to growth and leadership in the commercial vehicle sector. This is an important step towards our aspiration of building a leading position in the Truck & Bus segment and creating long-term value for all stakeholders."

Mr. Rajesh Jejurikar, Executive Director and CEO, Auto and Farm Sector, Mahindra & Mahindra Ltd., said: "This partnership is about unlocking the best of both organisations. By combining strengths of SML and Mahindra Truck & Bus, we can drive meaningful synergies across operations, technology and customer-facing domains while preserving the unique heritage and market positioning of both brands."

Mr. Vinod Sahay, Executive Chairman of SML, commented: "This acquisition is a transformative step in the evolution of SML Mahindra. By bringing together SML and Mahindra Truck & Business under one unified commercial vehicle platform, we are creating a stronger business with greater scale, broader market coverage and a more comprehensive product portfolio."

Operational and Structural Implications

As part of the transaction, manufacturing of Mahindra-branded trucks and buses will continue to be undertaken by Mahindra & Mahindra under a contract manufacturing arrangement, ensuring continuity of supply and operational stability. The transaction is outside the scope of a Scheme of Arrangement, and the provisions of Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, as the MTBD Business Undertaking does not qualify as an "undertaking" within the meaning of Section 180(1)(a) of the Companies Act, 2013. The shareholding pattern of Mahindra & Mahindra Limited will remain unchanged as a result of this transaction.

mahindra & mahindra witnessed a notable block trade on the National Stock Exchange (NSE), with approximately 147,179 shares changing hands in a single transaction. The deal was executed at ₹3273.10 per share, aggregating to a total transaction value of ₹48.17 crores.

Block Trade Details

The following table summarizes the key parameters of the block trade recorded on the NSE:

Block trades are large-volume transactions typically executed by institutional investors and are carried out outside the regular open market order book to minimize price impact. The trade in Mahindra & Mahindra shares at ₹3273.10 per share, covering approximately 147,179 shares, represents a transaction of ₹48.17 crores on the NSE.