Shareholders meeting

SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 SML/SEC/2026-27-024 27th June, 2026 Dy. General Manager, The Secretary, Corporate Relationship Department National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, 5th Floor, P.J Towers, Plot no. C/1, G Block Dalal Street Fort, Bandra- Kurla Complex Mumbai-400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 505192 Scrip Code: SMLMAH Subject: Notice of 42nd Annual General Meeting Dear Sir, We are pleased to enclose herewith a copy of Notice of 42nd Annual General Meeting (AGM) of SML MAHINDRA LIMITED. As informed earlier, vide our communication dated 20th April, 2026, 42nd AGM of the Company is scheduled on Tuesday, 21st July, 2026 at 11:30 AM (IST) through Video Conferencing / Other Audio Visual Means. This is for your information and record please. Yours faithfully, For SML MAHINDRA LIMITED (Formerly SML ISUZU Limited) (PARVESH MADAN) Company Secretary & Compliance Officer pmadan@smlmahindra.com ACS-31266 SML Mahindra Limited (Formerly SML Isuzu Limited) Corporate Office: 1st Floor, T-7 Tech Park, C-119, Industrial Area Phase-7, SAS Nagar (Mohali) – 160055 (Punjab), Telephone 0172 - 2647700-02 CIN No. L50101PB1983PLC005516 Website: www.smlmahindra.com NOTICE OF ANNUAL GENERAL MEETING CERTIFICATE ON CORPORATE GOVERNANCE Notice is hereby given that the 42nd Annual General Meeting (“AGM”) of SML Mahindra Limited (formerly SML Isuzu Limited), hereinafter referred to as “the Company”, will be held on Tuesday, 21st July 2026 at 11:30 AM (IST) through Video The Members of Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following businesses. SML Mahindra Limited (Formerly SML Isuzu Limited) ORDINARY BUSINESS CIN: L50101PB1983PLC005516 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year We have examined the compliance of the conditions of Corporate Governance by SMLMahindra Limited (Formerly SML ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon. Isuzu Limited) (“the Company”) for the Financial Year ended 31st March, 2026, as per the relevant provisions of To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as “RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended referred to in Regulation 15 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be Requirements) Regulations, 2015. considered and adopted.” The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. 2. To declare Final Dividend of Rs. 23.50/- per equity share of the face value of Rs. 10/- each, for the Financial Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for Year ended 31st March, 2026. ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: financial statements of the Company. "RESOLVED THAT a Final Dividend of Rs. 23.50 (235%) per Equity Share of the face value of Rs. 10 each for the In our opinion and to the best of our information and according to the explanations given to us, and the representations year ended 31st March, 2026 on 1,44,71,646 Equity Shares of the Company aggregating Rs. 34.01 crores as recommended by the Board of Directors be declared and that the said Dividend be distributed out of the Profits for made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate the year ended on 31st March, 2026." Governance as mentioned in the above mentioned Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. 3. Re-appointment of Ms. Mahima Chugh (DIN 07448152), as a Director liable to retire by rotation and being eligible who has offered herself for re-appointment. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution: efficiency or effectiveness with which the management has conducted the affairs of the Company. “RESOLVED THAT Ms. Mahima Chugh (DIN 07448152), who retires by rotation and being eligible for Assumptions & Limitation of scope and Review: re-appointment, be re-appointed as a Director of the Company, liable to retire by rotation.” 1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the SPECIAL BUSINESS responsibilities of the management of the listed entity. 4. To approve Material Related Party Transactions with Mahindra & Mahindra Limited, Promoter and Holding 2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an Company audit nor an expression of opinion. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: 3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of "RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable regulations of the Securities the listed entity. and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the applicable provisions of the Companies Act, 2013 ("the Act") read with the related rules 4. This Report is solely for the intended purpose of compliance in terms of Regulation 34 read with Schedule V of the framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the the Company's Policy on Materiality of and dealing with Related Party Transactions and subject to such other future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the approval(s), consent(s), permission(s) as may be necessary from time to time, and on the basis of the approval and affairs of the listed entity. For A. Arora & Co. recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members of Company Secretaries the Company be and is hereby accorded to Material Related Party Contracts/Transactions/ AJAY K. ARORA Arrangements/Agreements (whether individually or taken together or in series of transactions or otherwise) falling (Proprietor) within the definition of 'Related Party Transaction' under Regulation 2(1)(zc) of the SEBI Listing Regulations to be Date : 11.04.2026 FCS No. 2191 entered with Mahindra & Mahindra Limited ("M&M"), the Promoter and Holding Company of the Company, and a Place : Chandigarh 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, carried out in C P No.: 993 the ordinary course of business and on an arm's length basis, as detailed in the explanatory statement to this UDIN : F002191H000067113 Peer review Cert No. 2120/2022 Resolution, on such material terms and conditions as mentioned therein and as may be mutually agreed between 170 171 the Company and M&M, such that the aggregate value of the Related Party Transactions with M&M, in aggregate NOTES does not exceed Rs. 719.51 crores (Rupees seven hundred nineteen crores and fifty one lakhs only) during the 1. An Explanatory Statement as required under Section 102 [Showing first 8,000 characters — download PDF for full document]