Acquisition of Mahindra & Mahindra's Truck and Bus Division by the Company on a Slump Sale basis under Business Transfer Agreement

mahindra SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 SML/SEC/2026-27-041 Date: 29th July 2026 Dy. General Manager- The Secretary, Corporate Relationship Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Corporate Services, Plot no. C/1, G Block, PJ Towers, Bandra Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai-400051 Mumbai- 400001 Scrip Code: 505192 Scrip Code: SMLMAH Sub: Acquisition of Mahindra & Mahindra’s Truck and Bus Division by the Company on a Slump Sale basis under Business Transfer Agreement Ref: Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) Dear Sir/Ma’am, This is to inform that the Board of Directors of SML Mahindra Limited (“Company”) at its meeting held today, i.e., 29th July, 2026, based on the recommendation of the Audit Committee, approved the acquisition of the Truck and Bus Division together with its employees, assets, intellectual property, licenses, permits, insurance policies, contracts, interests, rights, and liabilities (“MTBD Business Undertaking”) of Mahindra & Mahindra Limited (“M&M”), a holding company of the Company, as a going concern on a slump sale basis, under a Business Transfer Agreement (“BTA”), for a consideration of Rs. 525 crore, subject to working capital adjustments as set out in BTA. The aforesaid transaction shall be undertaken pursuant to the terms and conditions set out in the BTA, proposed to be executed on or before 7th August 2026 between the Company and M&M. The above approval is subject to receipt of the requisite shareholders' approval under Regulation 23 of the LODR Regulations and / or any other applicable provisions of the Companies Act, 2013 (“Companies Act”) or the LODR Regulations. The Board meeting of the Company commenced at 01:35 PM and concluded at 01:50 PM today. The details as required under the LODR Regulations read with LODR Master Circular are attached as ‘Annexure A’ to this letter. 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 mahindra SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 We also enclose herewith the Press Release being issued in this regard as Annexure B. This intimation is also available on the website of the Company at https://smlmahindra.com/. The above is for your information and records. Yours faithfully, For SML Mahindra Limited (Formerly SML Isuzu Limited) PARVESH MADAN Company Secretary pmadan@smlmahindra.com ACS-31266 Enclosure: Annexure A & B 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 mahindra SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 Annexure A Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. S. Particulars Details 1. Name of the target division, details in The Board of Directors of the Company has brief such as size, turnover etc. approved the acquisition of truck and bus division of Mahindra & Mahindra Limited (“M&M”) together with its employees, assets, intellectual property, licenses, permits, insurance policies, contracts, interests, rights, and liabilities (“MTBD Business Undertaking”), as a going concern on a slump sale basis, under a Business Transfer Agreement (“BTA”). During the Financial Year 2025-26, MTBD Business Undertaking sold 14832 vehicles and posted a turnover of Rs. 2989 crore. 2. Brief details of seller and whether any Mahindra & Mahindra Limited is a public limited of the seller belong to the promoter/ company listed on the stock exchanges and is a promoter group/group companies. If holding company and promoter of the Company yes, details thereof; and holds 58.97% of the issued and paid-up equity share capital of the Company. Mahindra Truck and Bus is a division of Mahindra & Mahindra Limited, offering a comprehensive portfolio of light, intermediate, and heavy commercial trucks and buses for cargo and passenger transportation. The business is focused on delivering fuel-efficient, technologically advanced, and reliable transportation solutions. The same is being acquired on a going concern basis by way of a slump sale. 3. Whether the acquisition of target M&M is a holding company and promoter of the division / transaction would fall within Company and holds 58.97% of the issued and related party transaction(s) and paid-up equity share capital of the Company. whether the promoter/ promoter Thus, the Company is a subsidiary of M&M in group/ group companies have any terms of Section 2(87) of the Companies Act, interest in the entity from which of 2013. The equity shares of M&M are also listed on target division is being acquired? If the BSE and NSE. 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 mahindra SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 S. Particulars Details yes, nature of interest and details The acquisition of MTBD Business Undertaking is thereof and whether the same is a related party transaction. done at “arm’s length”. The acquisition is done on an arm’s length basis. 4. Area of business of the entity(ies); ➢ Seller: Mahindra & Mahindra Limited is primarily engaged in the business of mobility products and farm solutions. The Company offers a wide range of products and solutions ranging from SUVs, pick-ups, commercial vehicles and tractors to farm machinery, gensets and construction equipment. Buyer: SML is a listed company with well- recognized brands, strong heritage and pan-India presence in the ‘Trucks & Buses ‘segment. The company has a market leading position in the ‘ILCV [Intermediate and Light Commercial Vehicles] Buses segment. 5. Industry to which the entity being Not applicable. acquired belongs. 6. Rational / Objects and impact of The acquisition is a strategic step towards acquisition of target division creating a unified Truck & Bus business in (including but not limited to, Mahindra group with a comprehensive presence disclosure of reasons for acquisition across light, intermediate and heavy commercial of target entity, if its business is vehicles. outside the main line of business of the listed entity). The combined business is expected to benefit from enhanced scale, broader market coverage, a strengthened product portfolio and improved operational efficiencies. Overall, the transaction is expected to create a comprehensive, future-ready organization equipped with the scale, capabilities, and agility needed to drive sustainable long-term growth. 7. Brief details of any governmental or Not Applicable regulatory approvals required for the acquisition 8. Indicative time period for completion The acquisition is proposed to be consummated of the acquisition of target division. on or before 31st January, 2027, or such later date as may be mutually agreed upon by the parties, subject to SML shareholders’ approval and satisfactory fulfilment of the conditions precedent, in accordance with the terms of the BTA. SML Mahindra Limited (Formerly SML I [Showing first 8,000 characters — download PDF for full document]