Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting - Approval for Slump Sale of Business Division

Date of Board Meeting / Approval: 29th July 2026

Meeting Duration: 10:00 a.m. to 01:45 p.m.

Key Transaction Details:

  • Asset Sold: MTBD Business Undertaking (Truck & Bus Division) including employees, assets, intellectual property, licenses, permits, insurance policies, contracts, interests, rights, and liabilities
  • Buyer: SML Mahindra Limited (listed subsidiary of Mahindra & Mahindra)
  • Transaction Type: Slump sale basis under Section 2(103) and applicable provisions of Income-tax Act, 2025
  • Consideration: ₹525 crore, subject to working capital adjustments
  • Expected Agreement Execution Date: On or before 7th August 2026
  • Expected Completion Date: On or before 31st January 2027 (or mutually agreed later date)

Financial Impact of Division Being Sold:

  • FY26 Total Income: ₹2,989 crore (representing 2.02% of Company's total income from operations)
  • Investment Value: ₹481 crore as on 31st March 2026 (0.65% of Company's total net worth)
  • Net Worth: Not maintained or reported separately as it forms integral part of Company's operations

Valuation Basis:

Consideration derived based on valuation report from GT Valuation Advisors Private Limited

Related Party Aspects:

  • Transaction qualifies as related party transaction under Regulation 2(1)(zc) of SEBI Listing Regulations
  • Transaction conducted on arm's length basis
  • Outside scope of Scheme of Arrangement
  • Regulation 37A of SEBI Listing Regulations not applicable

Business Profiles:

  • Seller (M&M): Primarily engaged in mobility products and farm solutions including SUVs, pick-ups, commercial vehicles, tractors, farm machinery, gensets and construction equipment
  • Buyer (SML): Listed company with well-recognized brands, strong heritage and pan-India presence in 'Trucks & Buses' segment with market leading position in 'ILCV [Intermediate and Light Commercial Vehicles] Buses segment

Strategic Rationale:

  • Creates unified Truck & Bus business in Mahindra Group with comprehensive presence across light, intermediate and heavy commercial vehicles and buses
  • Expected benefits: Enhanced scale, broader market coverage, strengthened product portfolio, improved operational efficiencies
  • Creates comprehensive, future-ready organization with scale, capabilities and agility for sustainable long-term growth
  • Manufacturing of Mahindra branded trucks and buses to continue under contract manufacturing arrangement with M&M

Shareholding Impact:

No change in shareholding pattern of Mahindra & Mahindra Limited due to this transaction

Regulatory Compliance:

Disclosure made under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026

Additional Information:

  • Transaction follows M&M's acquisition of 58.97% stake in SML Mahindra Limited (formerly SML Isuzu Limited) from Sumitomo Corporation and Isuzu Motors Limited on August 1, 2025
  • Press release included as Annexure B detailing management commentary from Dr. Anish Shah (Group CEO & MD), Mr. Rajesh Jejurikar (Executive Director and CEO, Auto and Farm Sector), and Mr. Vinod Sahay (Executive Chairman of SML)

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