Postal Ballot Notice dated 7th August, 2026

SML Mahindra Limited Trucks & Buses Regd. Office & Works: Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr) Punjab – 144533 Tel +91 1881 270155 SML/SEC/2026-27-048 7th August, 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 Symbol: SMLMAH Ref: Regulation 30 of the SEBI (LODR) Regulations, 2015 Subject: Postal Ballot Notice Dear Sir/Madam, Pursuant to the Regulation 30 of the SEBI (LODR) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement for seeking approval of the Members of SML Mahindra Limited (“the Company”) on the following Special Business by way of Ordinary Resolutions as set out in the said Postal Ballot Notice, through remote e-voting: Item No. Agenda Items 1. To approve Material Related Party Transaction in connection with the acquisition of the Truck and Bus Division of Mahindra & Mahindra Limited on a slump sale basis 2. To approve Material Related Party Transactions with Mahindra & Mahindra Limited The e-voting period will commence tomorrow - from Saturday, 8th August, 2026, at 9:00 AM (IST) and shall end on Sunday, 6th September, 2026, at 5.00 PM (IST). The e-voting module shall be disabled by National Securities Depository Limited (NSDL) for voting thereafter. The said Postal Ballot Notice is also available on the website of the Company at https://smlmahindra.com. You are requested to take the same on your records. 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 SML MAHINDRA LIMITED (formerly SML Isuzu Limited) Registered Office: Village Asron, District Shahid Bhagat Singh Nagar (Nawanshahr), Punjab – 144533 Corporate Office : 1st Floor, T7 Tech Park, C-119, Industrial Area, Phase-7, Sector 73, Mohali, SAS Nagar, Punjab – 160055 Phone : (+91)-0172- 2647700-02; (+91)-0172-4155901; (+91)-1881-270155 E-mail: investors@smlmahindra.com | Website: https://smlmahindra.com/ CIN: L50101PB1983PLC005516 POSTAL BALLOT NOTICE [Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014] Dear Member(s), Notice is hereby given to the Members of SML Mahindra Limited (the “Company”) that pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "LODR Regulations"), the applicable General Circulars issued by the Ministry of Corporate Affairs, Government of India, including General Circular No. 09/2024 dated 19th September, 2024 and No. 03/2025 dated 22nd September, 2025 (collectively, the "MCA Circulars"), the Secretarial Standard on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India, and other applicable laws, rules and regulations, the resolutions appended below are proposed for the approval of the Members of the Company by way of postal ballot through remote electronic voting ("remote e-voting") only. The proposed notice and explanatory statement pursuant to Sections 102 and 110 and other applicable provisions of the Act, read with the Rules, MCA Circulars and the LODR Regulations, setting out the material facts concerning the said resolutions and the reasons thereof, is annexed hereto and forms part of this Postal Ballot Notice. In compliance with Regulation 44 of the LODR Regulations and pursuant to Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars and SS-2, the Company is pleased to provide to the Members, (whether holding shares in physical or demat form) the facility to exercise their right to vote on the matter included in the Postal Ballot Notice by electronic means. The instructions for e-voting are appended in this Postal Ballot Notice. The Company has engaged the services of National Securities Depository Limited (“NSDL”) (the "E-Voting Agency" or “NSDL”) for the purpose of facilitating the e-voting to enable the Members to cast their votes electronically. In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the Members whose email addresses are not registered with their Depository Participant (“DP”) or the Registrar and Transfer Agent (“RTA”) of the Company i.e. MCS Share Transfer Agent Limited to register their e-mail address by following the procedure set out in the Postal Ballot Notice. The remote e-voting period will commence at 9:00 a.m. (IST) on Saturday, 8th August, 2026 and ends at 5:00 p.m. (IST) on Sunday, 6th September, 2026. The remote e-voting module shall be disabled by the e-voting agency thereafter, and voting shall not be permitted beyond the said date and time. Members are requested to carefully read and follow the instructions set out in this Notice and to record their vote on or before the said date and time in order for their votes to be considered valid. Members are requested to carefully read the instructions mentioned in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolutions through the e-voting process not later than 5:00 p.m. (IST) on Sunday, 6th September, 2026 failing which it will be considered that no reply has been received from the Member. The proposed resolutions, if approved, will be taken as having duly been passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot on 6th September, 2026. SPECIAL BUSINESS ITEM NO. 1 — TO APPROVE MATERIAL RELATED PARTY TRANSACTION IN CONNECTION WITH THE ACQUISITION OF THE TRUCK AND BUS DIVISION OF MAHINDRA & MAHINDRA LIMITED ON A SLUMP SALE BASIS To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 108, 110 and 188 of the Companies Act, 2013 (the "Act") and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) read with the applicable rules framed thereunder, Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "LODR Regulations"), the applicable circulars issued by the Securities and Exchange Board of India, the Memorandum and Articles of Association of the Company and the Company's policy on materiality of and dealing with Related Party Transactions, and subject to such other approvals, consents, permissions and sanctions as may be required from any statutory or regulatory authorities and subject to such terms and conditions as may be imposed by them, if any, and as per the recommendation and approval of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board") to acquire the Truck and Bus division of Mahindra & Mahindra Limited ("M&M") (a company duly incorporated under the laws of India and having [Showing first 8,000 characters — download PDF for full document]