MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED

Registered Office: Gateway Building, Apollo Bunder, Mumbai 400001

Telephone: +91 22 2289 5500
Corporate Office: 4th Floor, A Wing, Mahindra Towers, Dr. G.M. Bhosale Marg, P.K. Kurne Chowk, Worli, Mumbai 400018
Telephone: +91 22 6652 6000
Contact Person: Arnavaz M. Pardiwalla, Company Secretary & Compliance Officer
E-mail: investorhelpline_mmfsl@mahindra.com; Website: www.mahindrafinance.com
Corporate Identity Number: L65921MH1991PLC059642

ENTITLEMENT LETTER FOR RIGHTS ISSUE

___________, 2020
24/07/2020
Ref.No: 113793
DP ID – Client ID / Folio No. : 1208160031002187
Sole/First Holder Name : RAO PAWAR SAMBAJI
H NO 11 1 1631OPP RURAL POLICE STATIONKANTESHWAR
Address :
NALGONDA TELANGANA
TELANGANA
503002
Joint Holder 1: -
Joint Holder 2: -
Joint Holder 3: -

Dear Shareholder,
Issue of 617,764,960* fully paid-up equity shares of face value of ₹ 2 each of our Company (“Equity Shares”) for cash at a price of ₹ 50 per Equity Share (including a premium of
₹ 48 per Equity Share) aggregating to ₹ 30,888,248,000* on a rights basis to the Eligible Equity Shareholders of our Company in the ratio of 1 (one) Equity Share for every
1 fully paid-up Equity Share held by the Eligible Equity Shareholders of our Company on the Record Date, that is, on July 23, 2020 (the “Issue”). For details, see “Terms
of the Issue” on page 338 of the Letter of Offer dated July 21, 2020 (“Letter of Offer”).
* Assuming full subscription
With reference to the above, please find below the details of Equity Shares held by you as on the Record Date, i.e., July 23, 2020, along with your Rights Entitlements for your
information:

Folio Number/ DP or Client ID Number of Equity Shares held by you on Record Number of Rights Entitlements
Date being July 23, 2020 (Refer Note 2 below)

1208160031002187 20 20

Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the Registrar by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall also be available on the website of the Company.
By accessing this letter, you are hereby deemed to represent that you qualify under the criteria specified in this letter. This letter should not be reproduced, transmitted
or distributed to any other person.
You are requested to take note of the following important schedule and details in relation to the Rights Issue:

Issue Opening Date Tuesday, July 28, 2020

Last date for On Market Renunciation of Rights Entitlements* Friday, August 7, 2020
Issue Closing Date^ Tuesday, August 11, 2020
* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited
to the demat account of the Renouncees on or prior to the Issue Closing Date.
^ Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time, provided that this Issue will not
remain open in excess of 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any
Applicant after the Issue Closing Date.
1. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the credit of Rights Entitlements and Allotment of Equity
Shares shall be made in dematerialized form only. The ISIN for Rights Entitlements is INE774D20016. Prior to the Issue Opening Date, our Company shall credit the
Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow
account opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense
account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of IEPF authority; or (c) the demat accounts of the Eligible
Equity Shareholder which are frozen or details of which are unavailable with our Company or with the Registrar on the Record Date; or (d) Equity Shares held by Eligible
Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our
Company or Registrar; or (e) credit of the Rights Entitlements returned/reversed/failed; or (f) the ownership of the Equity Shares currently under dispute, including any
court proceedings, if applicable.
If you hold Equity Shares in physical form as on Record Date, you are requested to provide relevant details (such as copies of self-attested PAN and client master sheet of
demat account etc., details/ records confirming the legal and beneficial ownership of their respective Equity Shares) to the Company or the Registrar not later than two
Working Days prior to the Issue Closing Date, i.e., by Friday, August 7, 2020 to enable the credit of their Rights Entitlements by way of transfer from the demat suspense
escrow account to their demat account at least one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to make an application in this Issue, and
this communication shall serve as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure that their
demat account is active, details of which have been provided to the Company or the Registrar, to facilitate the aforementioned transfer.
For Eligible Equity Shareholders holding Equity Shares in physical form, please also see ‘Attention for Physical Shareholders’ below.
2. Fractional Entitlements
The Equity Shares are being offered on a rights basis to existing Eligible Equity Shareholders in the ratio of one Equity Share for every one Equity Share held as on the Record
Date. Accordingly, there shall be no fractional entitlement in this Issue.
3. Procedure for Application in the Issue
In accordance with Regulation 76 of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, all Investors desiring to make an Application in the Issue are
mandatorily required to use either ASBA process or optional mechanism instituted by our Company, i.e. R-WAP facility in our case. Investors should carefully read the
provisions applicable to such Applications before making their Application through ASBA or using the R-WAP. For details, see “Terms of the Issue” on page 388 of the
Letter of Offer.
4. Renunciation of Rights Entitlements
The Issue includes a right exercisable by you to renounce the Rights Entitlements credited in your demat account either in full or in part.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights Entitlements, using the secondary market platform of
the Stock Exchanges or through an off-market transfer. In accordance with the SEBI Rights Issue Circulars, the Eligible Equity Shareholders, who hold Equity Shares in
physical form and who have not furnished the details of their demat account to the Registrar or our Company at least two working days prior to the Issue Closing Date
cannot renounce their Rights Entitlement. For details, see “Terms of the Issue - Procedure for Renunciation of Rights Entitlements” on page 353 of the Letter of Offer.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA Rules and other circular,
directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favour of
an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI
or the Ministry of Finance from time to time.
Please note that the Rights Entitlements which are neither renounced nor subscribed on or before the Issue Closing Date shall lapse and shall be extinguished after the
Issue Closing Date.
NOTICE TO INVESTORS IN THE UNITED STATES AND ELSEWHERE OUTSIDE OF INDIA
You have been sent this Entitlement Letter solely to comply with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended. This letter does not constitute an offer of, or a solicitation of an offer to purchase, any securities of our Company in any
jurisdiction where offers or solicitations are not permitted by law. This letter is solely intended for distribution to, and use by, our shareholders as of the Record Date who
are (i) a resident of India, (ii) a “qualified institutional buyer” as defined in Rule 144A of the United States Securities Act of 1933, as amended (the “US Securities Act”),
or (iii) foreign corporate or institutional shareholders outside of India and the United States and eligible to exercise Rights Entitlements and acquire Equity Shares in
accordance with the legal requirements applicable in such shareholder’s jurisdiction and in compliance with all applicable laws and regulations.
The Rights Entitlements and the Equity Shares have not been and will not be registered under the US Securities Act or any U.S. state securities laws and may not be offered,
sold, resold or otherwise transferred within the United States or the territories or possessions thereof (the “United States” or “U.S.”), except in transactions exempt from
the registration requirements of the US Securities Act. The Rights Entitlements and the Equity Shares are being offered in offshore transactions outside the United States
in compliance with Regulation S under the US Securities Act to existing shareholders located in jurisdictions where such offer and sale of the Equity Shares is permitted
under laws of such jurisdictions and in the United States to “qualified institutional buyers” (as defined in Rule 144A under the US Securities Act, “U.S. QIBs”) pursuant
to Section 4(a)(2) of the US Securities Act. The offering to which this Entitlement Letter relates is not, and under no circumstances is to be construed as, an offering of
any Equity Shares for sale or a solicitation of an offer to buy any of the said securities in the United States (except in each case to persons in the United States who are U.S.
QIBs), nor in any other jurisdiction outside India where such sale or solicitation of an offer to buy is not permitted under applicable laws.
Our Company reserves the right to treat as invalid any Application Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted
from or dispatched from the United States (unless the Application Form is submitted by a U.S. QIB in the United States) or other jurisdictions where the offer and sale of the
Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the Application Form, including to the effect that the
person submitting and/or renouncing the Application Form is (a) outside India and the United States and is a foreign corporate or institutional shareholder eligible to subscribe
for the Equity Shares under applicable securities laws or (b) a U.S. QIB in the United States and in each case such person is complying with laws of jurisdictions applicable to such
person in connection with this Issue; or (iii) where either a registered Indian address is not provided or where our Company believes acceptance of such Application Form may
infringe applicable legal or regulatory requirements; and our Company shall not be bound to issue or allot any Equity Shares in respect of any such Application Form.
The Lead Managers are not participating or otherwise involved in any offer or sale of the Rights Entitlements and Equity Shares with respect to the Issue in the United States.
ATTENTION FOR PHYSICAL SHAREHOLDERS
The Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date are required to provide relevant details (such as copies of PAN and client
master sheet of demat account), not later than two working days prior to the Issue Closing Date, i.e., by Friday, August 7, 2020 to enable the credit of their Rights
Entitlements by way of transfer from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue Closing Date. Such Eligible
Equity Shareholders holding shares in physical form can update their respective details of demat account on the website of the Registrar (i.e., https://rights.kfintech.com/
mahindra). The Eligible Equity Shareholders holding Equity Shares in physical form are requested to ensure that their demat account, details of which is provided to our
Company or Registrar, is active.
The Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date cannot renounce until the details of their demat account are provided to
our Company or the Registrar and the dematerialized Rights Entitlements are transferred from demat suspense escrow account to the respective demat accounts of such
Eligible Equity Shareholders within prescribed timelines. However, such Eligible Equity Shareholders can apply for additional Rights Equity Shares while submitting the
Application using the R-WAP. Please note that R-WAP facility is only available for resident individual Investors. In addition, Eligible Equity Shareholders who are holding
Equity Shares in physical form can apply only using R-WAP facility. For details, see “Terms of the Issue - Procedure for Application by Eligible Equity Shareholders holding
Equity Shares in physical form” and “Terms of the Issue - Credit and Transfer of Rights Equity Shares in case of Shareholders holding Equity Shares in Physical Form and
disposal of Rights Equity Shares for non-receipt of demat account details in a timely manner” on pages 352 and 366, respectively, of the Letter of Offer.
Investors can access the Letter of Offer (together with the International Wrap for investors outside of India on websites of Company, Registrar, the Lead Managers), the Abridged
Letter of Offer and the Application Form (provided that such Investor is eligible to subscribe for the Rights Equity Shares under applicable securities laws) on the websites of:
(i) Company at www.mahindrafinance.com;
(ii) the Registrar at https://rights.kfintech.com/mahindra;
(iii) the Lead Managers, i.e., (a) Kotak Mahindra Capital Company Limited at www.investmentbank.kotak.com; (b) Axis Capital Limited at www.axiscapital.co.in, (c) BNP
Paribas at www.bnpparibas.co.in, (d) Citigroup Global Markets India Private Limited at www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, (e) HDFC Bank
Limited at www.hdfcbank.com, (f) HSBC Securities and Capital Markets (India) Private Limited at https://www.business.hsbc.co.in/en-gb/in/generic/ipo-open-offer-and-
buyback, (g) ICICI Securities Limited at www.icicisecurities.com, (h) Nomura Financial Advisory and Securities (India) Private Limited at www.nomuraholdings.com/
company/ group/asia/india/index.html, and (I) SBI Capital Markets Limited at www.sbicaps.com;
(iv) the Stock Exchanges at www.bseindia.com and www.nseindia.com; and
(v) the R-WAP at https://rights.kfintech.com/mahindra.
In case of any queries, you may contact the Registrar at the details mentioned herein:
KFin Technologies Private Limited (formerly known as “Karvy Fintech Private Limited”)
Selenium, Tower B, Plot No 31 and 32, Financial District, Nanakramguda, Serilingampally
Hyderabad, Rangareddi 500 032, Telangana, India
Telephone: +91 (40) 6716 2222
E-mail: mahindra.rights@kfintech.com
Investor Grievance E-mail: einward.ris@kfintech.com
Contact Person: M Murali Krishna
Website: www.kfintech.com
SEBI Registration No.: INR000000221
Toll-free number: 18004258998/18003454001
Note: All capitalized terms, unless defined herein, shall have the meaning as ascribed to them in the Letter of Offer.
For Mahindra & Mahindra Financial Services Limited
Sd/-

Arnavaz M. Pardiwalla
Company Secretary and Compliance Officer