Meeting Details

The 42nd Annual General Meeting of SML Mahindra Limited will be held on Tuesday, 21st July 2026 at 11:30 AM (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office at Village Asron, Distt. Shahid Bhagat Singh Nagar (Nawanshahr), Punjab 144533.

Ordinary Business Agenda

Item 1: Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements for the Financial Year ended 31st March, 2026 together with Reports of Board of Directors and Auditors.

Item 2: Declaration of Final Dividend

To declare Final Dividend of ₹23.50 per equity share (235%) of face value ₹10 each for FY ended 31st March, 2026.

  • Aggregate dividend amount: ₹34.01 crores
  • Number of equity shares: 1,44,71,646
  • Record Date: 3rd July, 2026
  • Payment: After 21st July, 2026 to shareholders on record as of Record Date
  • Tax implications: Dividend taxable in hands of shareholders with TDS applicable as per Income Tax Act

Item 3: Re-appointment of Director

Re-appointment of Ms. Mahima Chugh (DIN: 07448152) as Director liable to retire by rotation.

Special Business Agenda

Item 4: Material Related Party Transactions with Mahindra & Mahindra Limited

Approval sought for Material Related Party Transactions with Mahindra & Mahindra Limited (M&M), the Promoter and Holding Company (58.97% shareholding).

Transaction Details:

  • Maximum aggregate value: ₹719.51 crores during FY 2026-27
  • Nature of transactions:
  • Sale of Goods (Vehicles, Auto Components, Spare Parts): ₹255.00 crores
  • Purchase of Goods (Vehicles, Auto Components, Spare Parts): ₹90.00 crores
  • Purchase of Assets: ₹15.00 crores
  • Services Received (Personnel deputation, specialized services, brand license): ₹29.51 crores
  • Services Rendered: ₹10.00 crores
  • Borrowings (Inter Corporate Deposits with interest): ₹320.00 crores
  • Transactions are in ordinary course of business and at arm's length basis
  • Brand/trademark license fee for "Mahindra" brand: ₹1 lakh per annum
  • Tenure: 1 year (FY 2026-27)
  • Previous transactions: FY2025-26 (Aug-Mar): ₹6.21 crores for services received

Regulatory Context:

  • Requires approval under Regulation 23 of SEBI Listing Regulations
  • M&M became promoter on 1st August 2025 after acquiring stake from Sumitomo Corporation and Isuzu Motors
  • Related parties shall not vote on this resolution

Item 5: Payment of Commission to Independent Directors

Approval sought for payment of remuneration by way of commission to Non-Executive Independent Directors.

Commission Structure:

  • Maximum commission: 1% of net profits of Company computed under Section 198 of Companies Act, 2013
  • Minimum remuneration: Not exceeding ₹1.50 crores (in aggregate) per annum if company has no profits or inadequate profits
  • Period: 5 years commencing from 1st April, 2026
  • In addition to sitting fees for Board/Committee meetings

Voting Arrangements

Remote e-voting:

  • Cut-off date for eligibility: 14th July, 2026
  • Voting period: 17th July 2026 (9:00 AM) to 20th July 2026 (5:00 PM)
  • E-Voting Event Number: 139348
  • Scrutinizer: Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary

AGM Participation:

  • Members can join via VC/OAVM 30 minutes before meeting
  • Facility available on first-come-first-served basis
  • Members must register by 16th July 2026 to ask questions during AGM

Financial Performance Context (FY 2025-26)

  • Revenue from operations: ₹2,837.92 crores
  • Net Profit (Section 197): ₹216.79 crores
  • Profit Before Tax: ₹213.95 crores
  • Profit After Tax: ₹159.75 crores
  • Net Worth: ₹519.34 crores

Shareholder Services Information

  • Registrar & Share Transfer Agent: MCS Share Transfer Agent Limited
  • Physical share transfer requests special window open till 4th February 2027
  • Unclaimed dividend for FY2018-19 due for transfer to IEPF on 4th November 2026
  • Shares where dividend remained unclaimed for 7+ years have been transferred to IEPF

Director Information

Detailed profiles provided for all directors including:

  • Ms. Mahima Chugh (42 years) - Senior VP, Group Strategy Office, M&M
  • Mr. C.S. Verma (66 years) - Former CMD of SAIL
  • Mr. Ravi Venkatraman (66 years) - Former ED & CFO of Mahindra Finance
  • Mr. Arun Kumar Malhotra (67 years) - Former MD of Nissan India
  • Ms. Smita Mankad (55 years) - Social entrepreneur and independent director

#Tags: #SMLMahindra #AGM #Dividend #RelatedPartyTransactions #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral