MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED
Registered Office: Gateway Building, Apollo Bunder, Mumbai, Maharashtra - 400 001.
Corporate Office: 3rd Floor, Mahindra Towers, ‘A’ Wing, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018, Maharashtra.
Tel: +91 22 6652 6000; Contact Person: Brijbala Batwal, Company Secretary and Compliance Officer
E-mail: [email protected]; Website: www.mahindrafinance.com; Corporate Identity Number: L65921MH1991PLC059642
RIGHTS ENTITLEMENT LETTER
Ref.No.: 181246
DP ID – Client ID / Folio No.: 1203320051058614
GUNASEKAR .
Sole/First Holder name :
S/O NAGAPPAN 1/78 MARIYAMMAN
KOIL STREET E MANDAGAPATTU
Address: MUTTATHUR VILLUPURAM
VILUPPURAM TAMIL NADU
TAMIL NADU
605203
JT-1:
JT-2:
JT-3:
Dear Shareholder,
ISSUE OF UP TO 15,44,41,240* FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF `2 EACH OF OUR COMPANY (THE “RIGHTS EQUITY SHARES”)
FOR CASH AT A PRICE OF `194 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF `192 PER RIGHTS EQUITY SHARE) (“ISSUE PRICE”)
AGGREGATING UP TO ` 2,996.16 CRORES* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO
OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 8 (EIGHT) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS
ON THE RECORD DATE, THAT IS ON WEDNESDAY, MAY 14, 2025 (“RECORD DATE”) (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE
ISSUE” BEGINNING ON PAGE 58 OF THE LETTER OF OFFER DATED MAY 8, 2025 (THE “LETTER OF OFFER”).
*Assuming full subscription in the Issue. Subject to finalisation of Basis of Allotment.
You have been sent this letter, the Letter of Offer and the Application Form enclosed herewith to comply with the provisions of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), and the relevant circulars issued by SEBI from time to time. The
information in this letter and the enclosures is solely intended for distribution to, and use by, Eligible Equity Shareholders as of the Record Date who have provided an Indian
address to our Company or who are located in jurisdictions where the issue of the Rights Entitlement and the offer and sale of the Rights Equity Shares is permitted under laws
of such jurisdiction and does not result in and may not be construed as, a public offering in such jurisdictions. This letter does not constitute an offer of, or a solicitation of an
offer to purchase, the Rights Equity Shares in any jurisdiction where offers or solicitations are not permitted by law. For more details, see “Other Regulatory and Statutory
Disclosures” on page 54 of the Letter of Offer. If you are not permitted to subscribe to Rights Equity Shares or are in any doubt as to whether you are permitted to
subscribe to Rights Equity Shares, please treat this letter and the enclosures as being sent to you for information purposes only and you may not apply to subscribe
to the Rights Equity Shares. This letter and its enclosures, including any copies thereof, should not be reproduced, transmitted or distributed to any other person.
With reference to above, please find below for your information the details of Equity Shares held by you as on the Record Date, i.e., Wednesday, May 14, 2025, along with
your Rights Entitlements:
Folio Number / DP or Client ID No. of Equity Shares held by you on Record Date, i.e., Wednesday, May 14, 2025 No. of Rights Entitlement
1203320051058614 1580 197
Eligible Equity Shareholders, can also obtain the details of their respective Rights Entitlements from the website of the Registrar (i.e., https://rights.kfintech.com/) by entering
their DP ID and Client ID or folio number (for Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date) and PAN. The link for the same shall
also be available on the website of our Company at https://www.mahindrafinance.com/investor-relations/rights-issue-2025.
Procedure for making an Application in the Issue
In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI ICDR Master Circular and the ASBA Circulars, all Investors desiring to make an
Application in this Issue are mandatorily required to use the ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA.
The Application Form can be used by the Eligible Equity Shareholders, as well as the Renouncees to make Applications in this Issue basis the Rights Entitlement credited in
their respective demat accounts.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights Entitlements available in a particular demat account. In case of
Investors who have provided details of demat account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for the Rights Equity Shares from the
same demat account in which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors are required to submit a separate Application Form
for each demat account.
Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch of the SCSB or online/electronic Application through the
website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money payable on the Application in their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein that the ASBA Account in which an amount equivalent to the amount payable
on Application as stated in the Application Form will be blocked by the SCSB.
Credit of Rights Entitlements in Demat Accounts of Eligible Equity Shareholders
As your name appears as a beneficial owner in respect of the paid-up and subscribed Equity Shares held in dematerialised form or appears in the register of members of our
Company as an Eligible Equity Shareholder, in respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the number of
Rights Equity Shares as set out in the Rights Entitlement Letter.
In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights Entitlements to the demat accounts of the Eligible Equity
Shareholders, in a dematerialized form. A separate ISIN for the Rights Entitlements has also been generated which is ISIN: INE774D20024. The said ISIN shall remain frozen
(for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories post the Issue Closing Date.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts of the Eligible Equity Shareholders, and the Demat Suspense
Account to the Stock Exchanges after completing the corporate action. The details of the Rights Entitlements with respect to each Eligible Equity Shareholders, can be accessed
by such respective Eligible Equity Shareholders, on the website of the Registrar after keying in their respective details along with other security control measures implemented
thereat.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders, before the Issue Opening Date only in dematerialised form. Further, if no
Application is made by the Eligible Equity Shareholders, of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall lapse and shall be extinguished
after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and
purchaser will lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to make an Application to apply for
Rights Equity Shares offered under the Issue for subscribing to the Rights Equity Shares offered under the Issue.
If Eligible Equity Shareholders, holding Equity Shares in physical form as on Record Date, have not provided the details of their demat accounts to our Company or to the
Registrar, they are required to provide their demat account details to our Company or the Registrar no later than two clear Working Days prior to the Issue Closing Date, to
enable the credit of the Rights Entitlements by way of transfer from the Demat Suspense 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 the details of their respective demat accounts on the website of the Registrar (i.e. https://
rights.kfintech.com/). Such Eligible Equity Shareholders, can make an Application only after the Rights Entitlements is credited to their respective demat accounts.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity
Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to the demat accounts of the Eligible Equity
Shareholders, holding the Equity Shares in dematerialised form.
Access to Issue Materials
Investors can access the Letter of Offer, and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe to the Rights Equity Shares under
applicable laws) on the websites of:
(i) our Company at https://www.mahindrafinance.com/investor-relations/rights-issue-2025;
(ii) the Registrar at https://rights.kfintech.com/;
(iii) the Stock Exchanges at www.bseindia.com and www.nseindia.com.
Renunciation and Trading of Rights Entitlements
This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA NDI 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 NDI Rules and other circular, directions, or guidelines issued by RBI
or the Ministry of Finance from time to time.
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.
PLEASE NOTE THAT THE RIGHTS ENTITLEMENTS WHICH ARE NEITHER RENOUNCED NOR SUBSCRIBED BY THE INVESTORS ON OR
BEFORE THE ISSUE CLOSING DATE SHALL LAPSE AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of 1 (one) Equity Share for every 8 (eight) Equity Shares held on the
Record Date. For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than 8 (eight) Equity Shares
or not in the multiple of 8 (eight), the fractional entitlement of such Eligible Equity Shareholders shall be ignored in the computation of the Rights Entitlement. However, the
Eligible Equity Shareholders whose fractional entitlements are being ignored, will be given preferential consideration for the allotment of one additional Equity Share each if
they apply for additional Equity Shares over and above their Rights Entitlement, if any.
Issue Schedule
Last date for the credit of Rights Entitlements Thursday, May 15, 2025 Issue Closing Date** Friday, June 6, 2025
Issue Opening Date Thursday, May 22, 2025 Finalisation of Basis of Allotment (on or about) Monday, June 9, 2025
Last Date for On Market Renunciation of Rights Entitlements Tuesday, June 3, 2025 Date of Allotment (on or about) Monday, June 9, 2025
Date of Closure of Off-Market Transfer of Rights Entitlements* Thursday, June 5, 2025 Date of credit of the Rights Equity Shares (on or about) Tuesday, June 10, 2025
Date of listing (on or about) Wednesday, June 11, 2025
* 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 accounts of the Renouncees on or prior to the Issue Closing Date.
** Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 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.
Notice to Investors
The distribution of the Letter of Offer, Application Form and Rights Entitlement Letter and any other offering material (collectively, the “Issue Materials”) and issue of Rights
Entitlement as well as Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons
into whose possession the Letter of Offer, the Rights Entitlement Letter or Application Form may come or who receive Rights Entitlement and propose to renounce or apply
for Rights Equity Shares in the Issue are required to inform themselves about and observe such restrictions. For more details, see “Restrictions on Purchases and Resales”
beginning on page 85 of the Letter of Offer.
Pursuant to the requirements of the SEBI ICDR Regulations and other applicable laws, the Rights Entitlements will be credited to the demat account of the Eligible Equity
Shareholders who are Equity Shareholders as on the Record Date, however, the Issue Materials will be sent/ dispatched only to such Eligible Equity Shareholders who have
provided an Indian address to our Company and only such Eligible Equity Shareholders are permitted to participate in the Issue. In case such Eligible Equity Shareholders, have
provided their valid e-mail address to our Company, the Issue Materials will be sent only to their valid e- mail address and in case such Eligible Equity Shareholders have not
provided their valid e-mail address, then the Issue Materials will be physically dispatched, on a reasonable effort basis, to the Indian addresses provided by them. Those overseas
Eligible Equity Shareholders, who do not update our records with their Indian address or the address of their duly authorised representative in India, prior to the date on which
we propose to dispatch the Issue Materials, shall not be sent any of the Issue Materials.
The credit of Rights Entitlement does not constitute an offer, invitation to offer or solicitation for participation in the Issue, whether directly or indirectly, and only dispatch
of the Issue Material shall constitute an offer, invitation or solicitation for participation in the Issue in accordance with the terms of the Issue Material. Further, receipt of the
Issue Materials (including by way of electronic means) will not constitute an offer, invitation to or solicitation by anyone in (i) the United States or (ii) any jurisdiction or in
any circumstances in which such an offer, invitation or solicitation is unlawful or not authorized or to any person to whom it is unlawful to make such an offer, invitation or
solicitation. In those circumstances, the Letter of Offer and any other Issue Materials must be treated as sent for information only and should not be acted upon for subscription
to Rights Equity Shares and should not be copied or re-distributed, in part or full. Accordingly, persons receiving a copy of the Issue Materials should not distribute or send the
Issue Materials in or into any jurisdiction where to do so, would or might contravene local securities laws or regulations, or would subject our Company or its affiliates to any
filing or registration requirement (other than in India). If Issue Material is received by any person in any such jurisdiction or the United States, they must not seek to subscribe
to the Rights Equity Shares. For more details, see “Restrictions on Purchases and Resales” beginning on page 85 of the Letter of Offer.
In case of any queries, you may contact the Company or the Registrar to the Issue.
COMPANY REGISTRAR TO THE ISSUE
MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED KFin Technologies Limited
Registered Office: Gateway Building, Selenium Tower-B, Plot no. 31 and 32
Apollo Bunder, Mumbai, Maharashtra, 400 001 Financial District, Nanakramguda, Serilingampally
Corporate Office: 3rd Floor, Mahindra Towers, ‘A’ Wing, Hyderabad, Rangareddi 500 032, Telangana, India
Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018, Maharashtra Telephone.: +91 40 6716 2222
Tel: +91 22 6652 6000 E-mail:
[email protected] Contact Person: Brijbala Batwal, Company Secretary and Compliance Officer Investor grievance e-mail:
[email protected] E-mail:
[email protected] Website: www.kfintech.com
Website: www.mahindrafinance.com Contact Person: M Murali Krishna
Corporate Identity Number: L65921MH1991PLC059642 SEBI registration no.: INR000000221
Note: All capitalized terms, unless defined herein, shall have the meaning ascribed to them in the Letter of Offer.
For MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED
Sd/-
Brijbala Batwal
Company Secretary and Compliance Officer