SML Mahindra Limited (formerly SML Isuzu Limited) has issued a postal ballot notice dated 7th August, 2026, inviting its members to vote through remote e-voting on two significant special business resolutions. The notice, filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertains to the proposed acquisition of Mahindra & Mahindra Limited's (M&M) Truck and Bus Division on a slump sale basis and the approval of material related party transactions with M&M. The e-voting facility is being provided through National Securities Depository Limited (NSDL), with the cut-off date for determining eligible members set at 31st July, 2026.

E-Voting Window and Key Details

The remote e-voting period is scheduled as follows:

Votes once cast cannot be changed. M&M, holding 58.97% of the issued and paid-up equity share capital of the Company, and all other related parties, shall abstain from voting. Both resolutions will therefore be decided solely by the public (minority) shareholders on a "majority of minority" basis.

Resolution 1: Acquisition of M&M's Truck and Bus Division

The first resolution seeks member approval for the acquisition of M&M's Truck and Bus Division (MTBD Business Undertaking) on a slump sale basis — that is, as a going concern for a lump sum consideration without assigning individual values to assets and liabilities. The key transaction parameters are set out below:

As part of the proposed acquisition, all MTBD Business Undertaking assets — including exclusive plant and machinery, tools and dies, sales and service network, intellectual property, licenses, permits, insurance policies, contracts, interests, rights, and liabilities — would be transferred to SML Mahindra, along with white-collar employees (excluding manufacturing staff). Common trademarks and patents will continue to be retained by M&M and licensed to SML Mahindra. Given that MTBD currently operates from a shared manufacturing facility with Mahindra's auto division, M&M will continue to manufacture products on a contract manufacturing basis, ensuring business continuity.

Strategic Rationale

The proposed combination is aimed at creating a unified, scaled truck and bus commercial vehicle platform. Key strategic objectives include:

• Cost efficiencies through economies of scale, optimized sourcing, vendor rationalization, and streamlined business processes
• Operational synergies via alignment of similar products, processes, and resources
• Strengthened industry positioning with a larger asset base, expanded product portfolio, and improved market share
• Leveraging M&M's infrastructure and technical expertise to optimize production costs
• Improved organizational capability through integration of talent pools from both MTBD and SML
• Maximization of investor value by positioning SML as the Mahindra group's flagship entity for truck and bus operations

MTBD recorded 14,832 vehicle sales in FY 2026, closely mirroring SML's 16,632 units, suggesting that a combination would nearly double SML's sales figures. MTBD operates under brands including Blazo, Furio, Cruzio, Jayo, and Optimo, with a pan-India presence of approximately 90 3S (sales, service and spares) dealers and 384+ exclusive service touchpoints.

Resolution 2: Material Related Party Transactions with M&M

The second resolution seeks approval for material RPTs with M&M up to an aggregate value of Rs. 4660 crores, for a period of one year from the date of shareholder approval or the next Annual General Meeting, whichever is earlier. This also involves a material modification, increasing the previously approved aggregate limit from Rs. 719.51 crores (approved at the Annual General Meeting held on 21st July, 2026) to Rs. 4660 crores.

The breakdown of proposed RPTs is as follows:

All transactions, except the MTBD acquisition, are proposed to be carried out in the ordinary course of business and on an arm's length basis. Borrowings will be in the form of unsecured Inter Corporate Deposits (ICDs) at negotiated rates, intended for working capital and capex requirements.

Financial Context and Previous Transactions

The aggregate RPT value of Rs. 4660 crores represents 164.20% of SML Mahindra's annual consolidated turnover for the immediately preceding financial year, and 3.15% of M&M's standalone turnover and 2.34% of M&M's consolidated turnover for the same period. Previous transactions with M&M amounted to Rs. 6.21 crores in FY 2025-26 and Rs. 2.51 crores in Q1 FY 2026-27.

For reference, M&M's financial performance for FY 2025-26 is summarized below:

SML Mahindra's debt-to-equity ratio stands at 0.54 and debt service coverage ratio at 2.99 (based on FY 2025-26 audited financials), both remaining unchanged before and after the proposed borrowing transactions.

Background: M&M's Acquisition of Stake in SML

M&M acquired 43.96% and 15.00% equity stakes from Sumitomo Corporation and Isuzu Motors Limited respectively through a share purchase agreement dated 26th April, 2025, with the aggregate 58.96% stake transferred to M&M on 1st August, 2025. M&M subsequently acquired an additional 673 equity shares from public shareholders via an open offer, bringing its total shareholding to 85,33,726 equity shares, representing 58.97% of the total paid-up equity share capital. Consequently, SML became a subsidiary of M&M with effect from 1st August, 2025, and M&M was classified as the promoter of the Company.

The postal ballot notice and all related documents are available on the Company's website at https://smlmahindra.com , on the BSE and NSE websites, and on NSDL's e-voting website at www.evoting.nsdl.com . Members with queries may contact the Company at investors@smlmahindra.com or reach NSDL's helpdesk at evoting@nsdl.com or 022-4886 7000.

SML Mahindra Limited has received a favorable ruling from the National Faceless Appeal Centre (NFAC), resulting in the complete nullification of a penalty demand of Rs 11.56 lakhs. The order, issued by the Commissioner of Income-Tax (Appeals), resolves a long-standing dispute regarding Assessment Year 2016-17 and removes a financial liability that had been outstanding since early 2024.

The resolution follows an earlier order dated February 28, 2024, where the Income Tax Department’s Assessment Unit had imposed the penalty under Section 271(1)(c) of the Income Tax Act, 1961. SML Mahindra had disclosed this initial adverse order to stock exchanges on February 29, 2024, vide letter no. SML/SEC/2023-24-113. The company subsequently filed an appeal against this decision, which has now been accepted by the appellate authority.

The NFAC issued the final order under Section 250 of the Income Tax Act, 1961, effectively overturning the previous penalty imposition. SML Mahindra received the communication via email on July 31, 2026, at 03:55 AM. The company promptly notified the Bombay Stock Exchange (BSE) and the National Stock Exchange of India Ltd. (NSE) in compliance with regulatory requirements.

Regulatory Disclosure Details

The disclosure was made pursuant to Regulation 30(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations). It also aligns with Clause 20 of Para A of Part A of Schedule III of the LODR Regulations, which mandates the reporting of significant orders from statutory authorities.

Financial Impact

The nullification of the penalty removes a contingent liability of Rs 11.56 lakhs from the company’s records. While the amount is relatively modest in the context of the company’s overall operations, the legal resolution eliminates uncertainty surrounding this specific assessment year. There are no further operational or financial impacts reported beyond the reversal of this specific penalty demand.

Parvesh Madan, Company Secretary & Compliance Officer at SML Mahindra, signed the disclosure letter dated July 31, 2026. The company continues to operate its trucks and buses business from its registered office in Shahid Bhagat Singh Nagar, Punjab.