The Directors are pleased to present their 42nd Annual Report together with audited financial statements for the financial year ended 31st March 2026.

FINANCIAL RESULTS AND OPERATIONAL REVIEW

Financial highlights are given below:

(Rs. in Crores)

India's economy is projected to sustain its growth momentum in FY 2025-26, with real GDP growth estimated at 7.6%. The manufacturing sector is expected to record double-digit growth, underscoring its role as a key driver of economic resilience. Continued expansion across the secondary and tertiary sectors has further supported broad-based and sustained economic performance.

The domestic Commercial Vehicles (CV) industry during the year under review exhibited a strong increase in overall numbers with 10,79,871 vehicles (previous year 9,58,679 vehicles), a growth of 12.6% as compared to a decline of 1.2% during the previous year. Both Light Commercial Vehicles (LCVs) with a volume of 6,56,873 units (previous year 5,83,881 units) and Medium & Heavy Commercial Vehicles (M&HCVs) at 4,22,998 units (previous year 3,74,798 units) recorded a robust growth of 12.5% and 12.9% respectively. Following its last year's trend, the export of commercial vehicles yet again witnessed healthy growth of 17.4% this year as well, with volumes at 94,793 units (previous year 80,751 units). Both bus and truck segments posted a sizeable growth during FY 2025-26. While the bus segment growth was largely driven by increased passenger mobility across urban and semi urban markets, steady demand from school and staff segments, the truck segment led by resilient macro-economic environment with increased focus on infrastructure development projects and a revitalized logistic sector.

In this backdrop, the sales volume of your Company for FY 2025-26 also registered a robust growth of 17%, reaching 16,632 vehicles against 14,221 vehicles sold during FY 2024-25.

With higher volumes and focus on operational efficiencies, the Company's financial performance improved significantly, and your Company posted its highest ever Profit after tax of Rs. 159.75 crores for FY 2025-26 (previous year Rs. 121.67 crores).

REPORT

No material changes and commitments occurred after the closure of FY 2025-26 till the date of this Report, which would affect the financial position of the Company or require disclosure.

CREDIT RATING

During the financial year under review, ICRA Limited upgraded the Company's long-term rating for bank facilities from [ICRA] AA- to [ICRA] AA+ with a stable outlook, while reaffirming the short-term rating for banking facilities at [ICRA] A1+. The rating upgrade factors in an expectation of improvement in the credit profile of your Company over the medium term, post the acquisition of majority equity stake by Mahindra & Mahindra Limited. The Company is likely to benefit from various operational synergies across product development, sourcing, distribution, and support functions over the medium term, which is likely to strengthen Company's earnings trajectory. The upgrade also factors in SML's improved earnings profile, supported by its established presence in the school and executive bus segments.

DIVIDEND

Keeping in view the improved financial performance of the Company during FY 2025-26, the Directors have recommended Final Dividend of 235% (Rs. 23.5- per equity share of Rs.10 each fully paid up) for financial year ended on 31st March 2026 (previous year Rs. 18/- per share).

If approved by the shareholders at the ensuing Annual General Meeting, the above equity dividend will be paid to those shareholders whose names shall appear in the Register of Members as on the Record Date. The total equity dividend outgo for FY 2025-26 will absorb a sum of Rs. 34.01 crores (previous year Rs. 26.05 crores). Further, the Board of your Company has decided not to transfer any amount to the General Reserves for the year under review.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, the Board has approved and adopted a Dividend Distribution Policy. The policy is annexed as Annexure A and is also available on the website of the company at the link: https://smlmahindra.com/IN/investors/policies/corporate-policies

DIVESTMENT

As reported in the last year's Annual Report, Sumitomo Corporation, Japan, the erstwhile promoter of the Company and Isuzu Motors Limited, Japan, a public shareholder, on 26th April 2025 entered into a Share Purchase Agreements ("SPAs") with Mahindra & Mahindra Limited (M&M), to sell their respective equity stake in the Company.

Pursuant to the aforesaid SPAs, M&M, on 1st August 2025, completed the acquisition of (a) 63,62,306 equity shares constituting 43.96% of the equity share capital of the Company from Sumitomo Corporation and (b) 21,70,747 equity shares constituting 15.0% of the equity share capital of the Company from Isuzu Motors collectively aggregating to 85,33,053 equity shares constituting 58.96% of the existing share capital of the Company. Accordingly, M&M has acquired sole control of the Company and has been classified as a ‘Promoter' of the Company w.e.f. 1st August, 2025. Further, in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, M&M announced an open offer for acquisition of up to 26.0% of the equity share capital of the Company, for cash consideration, from the eligible public shareholders of your Company and acquired 673 shares (0.01% of existing share capital of the Company) from the public under this process.

HOLDING COMPANY

Consequent to the acquisition of majority equity stake in the Company, Mahindra & Mahindra Limited also became the holding Company of SML Mahindra Limited (formerly SML Isuzu Limited) with effect from 1st August, 2025 and holds 58.97% of the paid-up equity share capital of the Company as on 31st March, 2026.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture orAssociate Company.

NAME CHANGE

During the financial year under review, the name of the Company was changed from SML Isuzu Limited to SML Mahindra Limited by passing a special resolution by the shareholders of the Company on 26th September, 2025. Consequently, Registrar of Companies issued a new Certificate of Incorporation on 8th October, 2025, reflecting the new name of the Company. The change reflects a strategic alignment with new promoter and branding strategy.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms a part of this annual report.

CURRENT YEAR'S REVIEW

India's Commercial Vehicles Industry for the current fiscal 2027 is expected to benefit from infrastructure advancements and policy support. Government-led investments aimed at strengthening the road network and improving logistics efficiency are expected to drive demand for commercial vehicles. Furthermore, investment in smart transportation systems and urban mobility solutions is anticipated to boost the sector's expansion. In parallel, your Company is also enhancing its focus on export market.

However, the prevailing global environment and geopolitical tensions are posing some challenges for FY 2026-27. These factors could impact India's economic outlook, cause disruptions in supply chain, lead to steep commodity inflation etc. Measures to mitigate these risks will be crucial for sustaining growth for your Company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has laid down adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Accounts. The transactional controls built into the SAP ERP system also help to strengthen the processes related to segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. Further, the SAP ERP System also has feature of recording an audit trail of each and every transaction, creating an edit log of each change made in books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at arm's length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required approval of the Members.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is available on the Company's website at the web link: https://smlmahindra.com/IN/investors/policies/corporate-policies

In terms of Section 134(3) (h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2. The details of the related party transactions as per Ind-AS, are set out in Note 36 to the Financial Statements.

DIRECTORS

During the financial year under review, the following changes took place in the board composition.

Consequent to his appointment by the Board at its meeting held on 21st March, 2025, Mr. Yasushi Nishikawa become the Managing Director & CEO of the Company w.e.f. 17th April 2025 in place of Mr. Junya Yamanishi who resigned as Managing Director & CEO w.e.f. 16th April, 2025.

Thereafter, as mentioned in the previous year's Annual Report, pursuant to the terms of Share Purchase Agreements (SPAs) executed between erstwhile Promoter - Sumitomo Corporation (Sumitomo) and erstwhile Public Shareholder - Isuzu Motors Limited (Isuzu) with Mahindra & Mahindra Limited (M&M), representative Directors of Sumitomo and Isuzu resigned from the directorship of the Company from close of 1st August, 2025. Besides this, consequent to the change in control of the Company, Ms. Atima Khanna and Mr. Sanjeev Mehan, Independent Directors of the Company, also tendered their resignations from close of 1st August, 2025. Taking note of the these resignations, the Board, at its meeting held on 1st August 2025, placed on record its deep appreciation for the valuable contributions made to the Company by the outgoing Directors from Sumitomo - Mr. Ryusuke Miyake, Mr. Takahiro Jitosho, Mr. Takashi Sakuma, and Mr. Yasushi Nishikawa; the Director from Isuzu - Mr. Tomoyuki Yamaguchi; and the Independent Directors - Ms. Atima Khanna and Mr. Sanjeev Mehan.

Further, the Board, on the recommendation of its Nomination & Remuneration Committee, appointed two (2) Whole Time Directors, one (1) Non-Executive Non-Independent Director and three (3) Independent Directors with effect from 1st August, 2025, subject to the approval of the shareholders. Further, the Board also appointed Mr. Vinod Kumar Sahay as Chairman of the Company in place of Mr. C.S. Verma effective 3rd August, 2025.

Subsequently, at 41st Annual General Meeting held on 26th September, 2025, the Shareholders of the Company, basis the recommendation of the Board of Directors, approved the following:

a) Appointment of Mr. Vinod Kumar Sahay as Whole-time Director of the Company designated as "Executive Director", not liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive) and re-designated him as Executive Chairman w.e.f. 3rd August, 2025.

b) Appointment of Dr. Venkataraman Srinivas as Whole-time Director of the Company designated as "Executive Director and Chief Executive Officer", liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive).

c) Appointment of Ms. Mahima Chugh as Non-Executive Non-Independent Director of the Company, liable to retire by rotation w.e.f. 1st August, 2025.

d) Appointment of Mr. Ravi Venkatraman, Mr. Arun Kumar Malhotra and Ms. Smita Mankad as Independent Directors of the Company, not liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive).

In terms of Section 152 of the Companies Act, 2013, Ms. Mahima Chugh, Non-Executive Non-Independent Director, shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

BOARD MEETINGS AND ANNUAL GENERAL MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors.

Nine (9) Board Meetings were held during the year as detailed in the Corporate Governance Report which forms part of this report.

The 41st Annual General Meeting (AGM) of the Company was held on 26th September, 2025 through Video Conferencing / Other Audio Visual Means.

INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA").

MEETINGS OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company meet at least twice in every financial year without the presence of Non-Independent Directors, Executive Directors and any other management personnel. The meeting(s) are conducted in a manner to enable the Independent Directors to discuss matter pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, two meetings of Independent Directors were held on 16th January 2026 and 24th March 2026.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are available on the website of the Company at web link:

https://smlmahindra.com/storage/uploads/finance reports/Familiarisation-programme.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act and Listing Regulations, performance evaluation of the Board and its Committees and all the Directors was undertaken, and the details are covered in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of its Nomination & Remuneration Committee, the Board has adopted the following policies:

a) Policy on appointment of directors and senior management and succession planning for orderly succession to the board and the senior management.

b) Policy for remuneration of the directors, key managerial personnel and other employees.

The above policies, attached as Annexure B and Annexure C, and are also available on the website of the Company at the link - https://smlmahindra.com/IN/investors/policies/corporate-policies

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Company at the beginning of the financial year 2025-26 was comprised of three Independent Directors viz. Mr. C. S. Verma (Chairman), Ms. Atima Khanna and Mr. Sanjeev Mehan. With the change in the composition of the Board effective 1st August 2025, the Audit Committee, was also reconstituted w.e.f. 1st August, 2025 with Mr. Ravi Venkatraman (Independent Director) as Chairman, Mr. Arun Kumar Malhotra (Independent Director) and Mr. Vinod Kumar Sahay (Executive Chairman) as Members. All the Members of the Committees possess accounting and financial management knowledge.

The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

KEY MANAGERIAL PERSONNEL

During the year, the following have been designated as the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Junya Yamanishi, Managing Director & Chief Executive Officer (up to 16th April, 2025)

b) Mr. Yasushi Nishikawa, Managing Director & Chief Executive Officer (w.e.f. 17th April, 2025 and ceased w.e.f. 1st August, 2025)

c) Mr. Vinod Kumar Sahay, Executive Director (w.e.f.1st August, 2025) and Executive Chairman (w.e.f. 3rd August, 2025)

d) Dr. Venkataraman Srinivas, Executive Director & Chief Executive Officer (w.e.f. 1st August, 2025)

e) Mr. Rakesh Bhalla, Chief Financial Officer (up to 30th September, 2025)

f) Mr. Pushkar Patwardhan, Chief Financial Officer (w.e.f. 1st October, 2025)

g) Mr. Parvesh Madan, Company Secretary

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report is attached as Annexure D.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and in terms of Section 136 (1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid statement. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at investors@smlmahindra.com .

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

MATERNITY BENEFITS ACT, 1961.

The Company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate steadfast commitment to safety, health and environment which have been adopted as core organizational values. The Company cultivates Zero Fatality and No Harm Culture across its operations and facilities led by the comprehensive Occupational Health and Safety Management System in place in adherence to robust governance standards, SHE policy, standard operating procedures (SOPs), digitalization and periodical training for all employees and workers. Additionally, the Company also provides specialized training to the operating team to conduct Hazard Identifications and Risks Assessment (HIRA) across all activities in its manufacturing plant. The Occupational Health and Safety Management System in the Company is periodically audited by an independent third- party agency to ensure compliance and continuous improvement. The Directors review these areas periodically through reports and presentations made at the Board Meetings.

The Company actively engages employees in SHE (Safety, Health & Environment) initiatives. Employees are continuously made aware of hazards / risks associated with their job, and their knowledge and skills are updated through requisite training, toolbox talks, safety drills to meet any emergency. Medical check-ups and eco-friendly activities are conducted periodically. Regular safety trainings are conducted to promote awareness among all employees and stakeholders. Safe disposal of hazardous waste is ensured through recyclers/co-processors of hazardous waste. Effluent treatment plant and online monitoring systems have been installed for the treatment of trade and domestic effluents. The treated water is used for other processes such as landscaping and green belt maintenance while promoting water circularity. The Company has also proactively taken several initiatives to improve energy productivity and emission reduction such as installation of solar power plant, adoption of energy efficient equipment and awareness among employees to promote sensible use of energy resources across the organization.

The Company upholds ISO 9001:2015 (Quality Management System), IATF 16949:2016 (Automotive Quality Management System), ISO 27001:2022 (Information Security Management System), ISO 14001:2015 (Environmental Management System), ISO 45001:2018 (Occupational Health & Safety Management System) and ISO 50001:2018 (Energy Management System) certifications.

CORPORATE GOVERNANCE

Report on Corporate Governance together with the Certificate from M/s. A. Arora & Co., a proprietorship Company Secretaries firm, confirming compliance with corporate governance norms as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy to provide formal mechanism for the Directors, Employees and other stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy or to report genuine concerns or grievances including instances of leak or suspected leaks of unpublished price sensitive information pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. It provides for adequate safeguards against victimization of Directors, Employees and any other stakeholders who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The Company received eight (8) complaints during the year, which were duly investigated/under investigation.

Whistle Blower Policy of the Company is available on the Company's website at the web link: https://smlmahindra.com/IN/investors/policies/corporate-policies

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent, and redress complaints of sexual harassment and matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has Internal Complaint Committee(s) for its Plant, Corporate Office and other locations in accordance with the Act, to enquire into complaints and take appropriate action.

Your Company has not received any complaint of sexual harassment during the year.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. To achieve the objective and for better governance, your Company has formed a Risk Management Committee of the Board which is authorized to monitor and review risk management plan. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy.

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company at the beginning of the financial year 2025-26 was comprised of three Directors viz Ms. Atima Khanna (Independent Director) as Chairperson, Mr. Takahiro Jitosho (Non-Executive Non-Independent Director) and Mr. Junya Yamanishi (Managing Director & CEO) as Members. Consequent to the resignation of Mr. Yamanishi and the appointment of Mr. Yasushi Nishikawa as Managing Director & CEO in his place, the Committee was also reconstituted w.e.f. 17th April, 2025 by inducting Mr. Nishikawa in place of Mr. Yamanishi.

Thereafter, with the change in the composition of the Board effective 1st August 2025, the CSR Committee was also reconstituted on the same day with Mr. Arun Kumar Malhotra (Independent Director) as Chairman, Mr. C.S. Verma (Independent Director) and Ms. Mahima Chugh (Non-Executive Non-Independent Director) as Members.

The Company's CSR policy has defined key thrust areas as - promoting healthcare and sanitation, supporting education of girl child and underprivileged children, sponsoring vocational education/ technical education, supporting deserving sportspersons, etc.

Further, the Board has adopted a revised CSR policy w.e.f. 1st April, 2026 which aligns with Mahindra Group's purpose to drive positive change in the lives of our communities. Under the new Policy, the Company will primarily focus its efforts within the constituencies of girl child, women, youth and environment.

Annual Report on CSR activities for the year ended 31st March, 2026 is attached as Annexure E.

SUSTAINABILITY INITIATIVE

Your Company is committed to embedding long-term environmental and social stewardship into its core operations, aligning with Mahindra Group's sustainability mandates for the adaptation to Renewable Energy (RE), Waste and Water circularity.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) (hereinafter WCC), were appointed as the Statutory Auditors of the Company, at its 36th Annual General Meeting held on 24th August, 2020 for a period of five (5) years.

On 1st August, 2025, the Company received resignation from WCC, wherein they communicated that consequent to the change in control from the erstwhile promoter Sumitomo Corporation to Mahindra & Mahindra Limited, they have found themselves in a position of conflict of interest with respect to the Company and, accordingly, resigned as Statutory Auditors of the Company with immediate effect. This resulted in a casual vacancy in the office of Statutory Auditors under Section 139 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board, at its meeting held on 2nd August, 2025, appointed M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) (hereinafter B S R) as

Statutory Auditors of the Company to hold office w.e.f. 2nd August, 2025 until the conclusion of 41st AGM of the Company to fill the casual vacancy arising from resignation of WCC. Further, the Board, subject to the approval of the Members recommended the appointment of B S R as Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion of 41st AGM until the conclusion of 46th AGM of the Company. Taking note of the above, the Members of the Company at the Annual General Meeting held on 26th September, 2025 also approved the said appointments.

The Auditors' Report for the financial year 2025-26 forms part of this Annual Report and it does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to Regulation 24A and other applicable provisions of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder, the Board, on the recommendation of its Audit Committee, approved and recommended to the Members the appointment of M/s A. Arora & Co., a proprietorship Company Secretaries firm (Certificate of Practice No. 993), having a Peer Review Certificate (2122022 valid up to 31.05.2027) as Secretarial Auditors of the Company for a term of five (5) consecutive years to hold office from FY 2025-26 to FY 2029-30. Subsequently, the Members of the Company at the Annual General Meeting held on 26th September, 2025 also approved the said appointment.

The Secretarial Audit Report is annexed to this Board's Report as Annexure F and it does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to SEBI Circular dated 8th February 2019, as amended, read with regulation 24A of the Listing Regulations and Circulars issued by Stock Exchanges in this regard, M/s A. Arora & Co., Company Secretaries in practice (CP No. 993) has issued Annual Secretarial Compliance Report for FY 2025-26 and the same is available on the Company's website at the weblink -

https://smlmahindra.com/IN/investors/corporate-governance-fillings/secretarial-compliance.

COSTRECORDS

There are no cost records which are prescribed under Section 148(1) of the Companies Act for any of the products manufactured / services rendered by the Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web link - https://smlmahindra.com/IN/investors/corporate-governance-fillings/annual-return.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

There was no change in the Company's issued, subscribed and paid-up equity share capital during the year. Further, the Company has not issued any sweat equity shares or equity shares with differential rights during the year under review. There is no stock option scheme for the employees.

DEPOSITS

During the year, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

AND COMPANY'S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals or any other authority during the year, which may impact the going concern status of the Company or its operations in future.

OTHER CONFIRMATIONS

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, during the year under review, there was no one-time settlement with any Bank or Financial Institution.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The required information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure G.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Sustainability and responsible business practices are integral to our long-term value creation strategy.

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Business Responsibility & Sustainability Report for FY 2025-26 is attached as Annexure H and forms part of this Report.

ACKNOWLEDGMENTS

Your Directors express their grateful appreciation for the co-operation received from the concerned Government departments, banks, dealers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all level. The Board also expresses its deep gratitude to Sumitomo Corporation, Japan, erstwhile promoters of the Company, for their instrumental role in building a strong foundation and Isuzu Motors, Japan, erstwhile significant shareholder, for supporting the Company's growth trajectory.