SML Mahindra Ltd

Resolutions & purpose

• Item 1 is an ordinary resolution to approve MTBD slump-sale acquisition from M&M for Rs 525 crores.
• Item 2 is an ordinary resolution to approve material RPTs with M&M up to Rs 4,660 crores.

Key terms, voting and impact

• Counterparty for Item 1 is Mahindra & Mahindra Limited; MTBD assets to be transferred.
• Acquisition price is Rs 525 crores, subject to working capital adjustments.
• Total related party transaction cap with M&M is Rs 4,660 crores for one year.
• Promoter M&M and related parties abstain from voting; minority will decide.
• Cut-off: 31 July 2026; e-voting window: 8 Aug–6 Sep 2026.
• Outcome not disclosed in this filing.
• RPTs are material; M&M promoter; require majority of minority.

Meeting Details

• Date and time: 29 July 2026, 2:15 PM–2:45 PM IST.
• Type: Analyst/Press Meet (group); Mode: Virtual.
• Venue: Mumbai; Live webcast for participation.
• Organiser: SML Mahindra Limited.
• Purpose: discuss the board meeting outcome.
• No one-on-one meetings pre/post the event.

Participants

• Key company participants: Senior Management.

Additional Notes

• Presentation to be delivered; enclosed with the filing.
• Live webcast allows questions to Senior Management.

Key Decisions

• Board approved MTBD acquisition from M&M on slump sale for Rs 525 crore, subject to working-capital adjustments.
• Transaction to be completed on or before 31 January 2027, subject to shareholder approval and conditions precedent.
• Acquisition deemed a related party transaction as M&M is promoter; arm's-length basis maintained.
• Cash consideration of Rs 525 crore; valuation based on BDO Valuation Advisory LLP report.
• MTBD to be acquired as a going concern; manufacturing of Mahindra trucks/buses to continue under M&M contract manufacturing.
• MTBD turnover Rs 2989 crore and 14,832 vehicles in FY2025-26.
• Requires shareholders' approvals under LODR Regulation 23 and the Companies Act.

Financial results

• Board approved unaudited standalone Q1 results for quarter ended 30 June 2026.
• Revenue from operations: 957.54 crore; Total income: 958.73 crore.
• Profit before tax: 85.28 crore; Profit after tax: 63.62 crore.
• Basic earnings per share: 43.96; Paid-up capital: 14.48 crore.
• Audit Committee reviewed results; limited review by statutory auditors (unmodified).

Regulatory/compliance

• ELV Rules impose EPR obligations; implementation framework details pending.
• Company cannot reliably estimate impact yet; monitoring developments.

Operating segment

• Single operating segment: commercial vehicles and related components.
• No additional Ind AS 108 segment disclosures required.

Auditor remarks

• Limited Review Report issued; no material emphasis of matter stated.

June 2026 metrics

• Production (Commercial Vehicles) for June 2026: 1,546 (FY2026) and 1,587 (FY2027).
• Sales (Commercial Vehicles) for June 2026: 1,807 (FY2026) and 1,896 (FY2027).
• Exports (Commercial Vehicles) for June 2026: 64 (FY2026) and 34 (FY2027).

Dematerialisation processing and depository substitution

• Within 15 days of receipt, securities received for dematerialisation were listed on exchanges where earlier issues are listed.
• Certificates were mutilated and cancelled; the depository substituted as registered owner.
• Certification covers the quarter ended 30 June 2026.

Sales performance

• June 2026 total vehicle sales: 1,930 units, up 3% YoY.
• Cargo Vehicles June 2026: 355 units, down 26% YoY.
• Passenger Vehicles June 2026: 1,575 units, up 13% YoY.
• April–June 2026-27 total: 5,438 units, up 10% YoY.
• April–June Cargo Vehicles: 1,109 units, down 13% YoY.
• April–June Passenger Vehicles: 4,329 units, up 19% YoY.