SML Mahindra Limited has made its business valuation report and fairness opinion publicly accessible to shareholders via its corporate website. The disclosure aims to facilitate wider dissemination of information regarding matters set out in a recent postal ballot notice.

Disclosure Details

The company released the documents on August 25, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This action follows the issuance of a Postal Ballot Notice dated August 7, 2026 which referenced these specific reports.

The key documents now available for inspection include:

• Business Valuation Report: Issued by BDO Valuation Advisory LLP on July 27, 2026.
• Fairness Opinion: Issued by Ernst & Young Merchant Banking Services LLP on July 27, 2026.

Shareholders can access these files at the company’s investor relations portal. Additionally, SML Mahindra is circulating the information via electronic mail to all shareholders who have registered their email addresses with the company, its Registrar and Transfer Agent, or the depositories.

SML Mahindra Limited has initiated a postal ballot process to seek shareholder approval for the acquisition of Mahindra & Mahindra Limited’s (M&M) Truck and Bus Division (MTBD) on a slump sale basis. The transaction, valued at ₹525 crores subject to working capital adjustments, aims to consolidate the Mahindra group’s commercial vehicle operations under a single entity. Alongside the acquisition, shareholders are being asked to approve material related party transactions (RPTs) with M&M up to an aggregate value of ₹4,660 crores for the next year. The remote e-voting window opens on August 8, 2026, and closes on September 6, 2026.

The voting process is governed by Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Sections 108 and 110 of the Companies Act, 2013. National Securities Depository Limited (NSDL) has been appointed as the e-voting agency, with the cut-off date for determining eligible members set at July 31, 2026. Mr. Kanwaljit Singh Thanewal, a Practising Company Secretary, has been appointed as the scrutinizer to ensure a fair and transparent voting process. Results will be announced within two working days of the voting conclusion.

Acquisition of MTBD Business Undertaking

The primary resolution concerns the acquisition of the MTBD Business Undertaking as a going concern. This slump sale involves the transfer of all assets, including plant machinery, tools, sales networks, intellectual property, licenses, and liabilities, from M&M to SML Mahindra. White-collar employees will be transferred, while manufacturing staff will remain with M&M, which will continue to produce vehicles for SML Mahindra on a contract manufacturing basis due to shared facility constraints. Common trademarks and patents will be retained by M&M and licensed to SML Mahindra.

Key transaction parameters are detailed below:

Strategic Rationale and Market Impact

The combination is designed to create a unified truck and bus platform, leveraging economies of scale and operational synergies. MTBD recorded 14,832 vehicle sales in FY 2026, closely mirroring SML Mahindra’s 16,632 units. The merger would nearly double SML’s sales volume, strengthening its industry positioning with an expanded product portfolio including brands like Blazo, Furio, Cruzio, Jayo, and Optimo. The integration aims to optimize sourcing, streamline business processes, and maximize investor value by positioning SML as the flagship entity for Mahindra’s truck and bus operations.

Material Related Party Transactions

The second resolution seeks approval for RPTs with M&M up to ₹4,660 crores, representing a significant increase from the previously approved limit of ₹719.51 crores. These transactions are intended to be conducted in the ordinary course of business on an arm’s length basis. The aggregate RPT value constitutes 164.20% of SML Mahindra’s annual consolidated turnover for the preceding financial year.

The breakdown of proposed RPTs is as follows:

Borrowings will be structured as unsecured Inter Corporate Deposits (ICDs) at negotiated rates for working capital and capital expenditure requirements. SML Mahindra’s debt-to-equity ratio stands at 0.54 and its debt service coverage ratio at 2.99, both expected to remain unchanged post-transaction.

Voting Guidelines and Shareholder Abstention

M&M, holding 58.97% of SML Mahindra’s equity, and all other related parties are required to abstain from voting. Consequently, the resolutions will be decided solely by public (minority) shareholders on a "majority of minority" basis. Votes cast cannot be changed once submitted. Shareholders who have not received the postal ballot notice can contact investors@smlmahindra.com . For e-voting assistance, NSDL’s helpdesk is available at evoting@nsdl.com or 022-4886 7000.