Approval for Sale, Transfer and Disposal of Company''s Truck and Bus Division

Mahindra & Mahindra Ltd. Mahindra Towers, Dr. G. M. Bhosale Marg, Worli, Mumbai 400 018 India Tel: +91 22 2490 1441 Fax: +91 22 2490 0833 www.mahindra.com M&M/SEC/2026-27/076 29th July 2026 National Stock Exchange of India Limited BSE Limited Scrip Symbol: M&M Scrip Code: 500520 Sub: Approval for Sale, Transfer & Disposal of Company’s Truck and Bus Division to SML Mahindra Limited, on a slump sale basis under Business Transfer Agreement Re: Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, We hereby inform you that the Board of Directors of the Company, at its meeting held today, i.e. 29th July 2026, accorded its approval for the sale, transfer, and disposal of the Company’s Truck & Bus Division 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, as per Section 2(103) and other applicable provisions of the Income-tax Act, 2025, to SML Mahindra Limited, a listed subsidiary of the Company, 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 terms and conditions set out in the BTA, proposed to be executed on or before 7th August 2026, between the Company and SML Mahindra Limited The Meeting of the Board of Directors of the Company commenced at 10:00 a.m. and concluded at 01:45 p.m. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026, are provided in Annexure-A. We also enclose herewith the Press Release being issued in this regard as Annexure B. This intimation is also being uploaded on the Company’s website at www.mahindra.com. You are requested to kindly take the same on record and treat the same as compliance with the applicable provisions of the Listing Regulations. Yours sincerely, For Mahindra & Mahindra Limited Sailesh Kumar Daga Company Secretary FCS: 4164 CC: Luxembourg Stock Exchange London Stock Exchange Plc ISIN: USY541641194 Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax: +91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com | CIN No. L65990MH1945PLC004558 Mahindra & Mahindra Ltd. Mahindra Towers, Dr. G. M. Bhosale Marg, Worli, Mumbai 400 018 India Tel: +91 22 2490 1441 Fax: +91 22 2490 0833 www.mahindra.com Annexure-A Sale, Transfer & Disposal of MTBD Business Undertaking SI. Details of Events that need to be Information of such events(s) provided a) The amount and percentage of the The MTBD Business Undertaking generated a total turnover or revenue or income and income of Rs. 2,989 crore during the financial year net worth contributed by such unit or ended 31st March 2026, representing approximately division or undertaking or subsidiary 2.02% of the Company’s total income from or associate company of the listed operations for the said year. entity during the last financial year; As MTBD Business Undertaking forms an integral part of the Company’s overall business operations, its net worth is not maintained or reported separately. As per the audited financial statements of the Company for the year ended 31st March 2026, the Company’s investment in the MTBD Business Undertaking stood at approximately Rs. 481 crore as on 31st March 2026, constituting around 0.65% of the Company’s total net worth. b) Date on which the agreement for Business Transfer Agreement (‘BTA’) is expected sale has been entered into; to be executed on or before 7th August 2026. c) The expected date of completion of Slump Sale of MTBD Business Undertaking is sale/disposal; proposed to be consummated on or before 31st January 2027, or such later date as may be mutually agreed upon by the parties, subject to satisfactory fulfilment of the conditions precedent, including obtaining all requisite approvals and completion of such procedures as may be required, in accordance with the terms of the BTA. d) Consideration received from such The consideration receivable pursuant to the slump sale/disposal; sale is Rs. 525 crore, subject to working capital adjustment as set out in the BTA. The consideration amount receivable for the slump sale of MTBD Business Undertaking has been derived based on the valuation report obtained by the Company from GT Valuation Advisors Private Limited. e) Brief details of buyers and whether SML Mahindra Limited ("SML") is a listed company any of the buyers belong to the with well-recognized brands, strong heritage and promoter/ promoter group/group pan-India presence in the ‘Trucks & Buses companies. If yes, details thereof; ‘segment. The company has a market leading position in the ‘ILCV [Intermediate and Light Commercial Vehicles] Buses segment. Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax: +91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com | CIN No. L65990MH1945PLC004558 Mahindra & Mahindra Ltd. Mahindra Towers, Dr. G. M. Bhosale Marg, Worli, Mumbai 400 018 India Tel: +91 22 2490 1441 Fax: +91 22 2490 0833 www.mahindra.com SML is a subsidiary of the Company and is not a part of the Promoter or Promoter Group of the Company. f) Whether the transaction would fall The transaction falls within the ambit of a related within related party transactions? If party transaction for the Company as defined under yes, whether the same is done at Regulation 2(1)(zc) of the SEBI (Listing Obligations “arm’s length”; and Disclosure Requirements) Regulations, 2015 and is being undertaken on an arm's length basis. g) Whether the sale, lease or disposal Yes, the transaction is outside the scope of the of the undertaking is outside Scheme of Arrangement. Scheme of Arrangement? If yes, The provisions of Regulation 37A of the SEBI details of the same including (Listing Obligations and Disclosure Requirements) compliance with Regulation 37A of Regulations, 2015 are not applicable to this SEBI Listing Regulations; transaction, as MTBD Business Undertaking which is being transferred by the Company through a slump sale does not qualify as an "undertaking" within the meaning of Section 180(1)(a) of the Companies Act, 2013. Additional disclosure in case of a Slump Sale h) Name of the entity(is) forming part o➢f Please refer to the details specified in point nos. (a) the slump sale, details in brief such and (e) above. as, size, turnover etc. i) Whether the transaction would fa➢ll Please refer to the details specified in point no. (f) within related party transactions? If above. yes, whether the same is done at “arm’s length”. j) Area of business of the entity(ices)➢; Seller: Mahindra & Mahindra Limited (“the Company”) 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 Mahindra Limited (“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. k) Rationale; The combination of MTBD Business Undertaking and SML is a strategic step towards creating a unified Truck & Bus business in Mahindra Group with a comprehensive presence across light, Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 6897 5500 | Fax: +91 22 22875485 | Email: group.communication@mahindramail.com | mahindra.com | CIN No. L65990MH1945PLC004558 Mahindra & Mahindra Ltd. Mahindra Towers, Dr. G. [Showing first 8,000 characters — download PDF for full document]