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Mahindra Rural Housing Finance Ltd. Private & Confidential

Schedule – I as per SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2012.Not for Circulation

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MAHINDRA RURAL HOUSING FINANCE LIMITEDRegistered Office: Mahindra Towers, 4th Floor, P.K. KurneChowk, Worli, Mumbai -

400018Corporate Office : 2nd Floor, Sadhana House, Behind Mahindra Towers, P.B. Marg,

Worli,Mumbai -400018

Phone: + 91 22 66523500 Fax: 91 22 24972741 /22 24953608CIN –U65922MH2007PLC169791

Website: www.mahindrahomefinance.comEmail: [email protected]

DISCLOSURE DOCUMENT AS PER SCHEDULE I OF SEBI (ISSUE AND LISTING OFDEBT SECURITIES) REGULATIONS, 2008 AND (AMENDMENT) REGULATIONS, 2012AND PRIVATE PLACEMENT OFFER LETTER AS PER PAS-4 OF COMPANIES(PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, ISSUED UNDERTHE COMPANIES ACT, 2013 FOR THE ISSUE OF DEBENTURES ON A PRIVATEPLACEMENT BASIS.

PRIVATE PLACEMENT OF 20,000 SECURED/UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (SUBORDINATED OR NOT) OF FACE VALUE RS.10,00,000/- EACH, FOR CASH, AGGREGATING RS. 2000 CRORES, IN ONE OR MORETRANCHES.

General Risk:

Investment in debt instruments involves a degree of risk and investors should investany funds in the issue only after reading the information carefully. For takinginvestment decision, investors must rely on their own examination of Mahindra RuralHousing Finance Limited (the “Issuer”) and the issue including the risk involved. TheSecurities have not been recommended or approved by the Securities and ExchangeBoard of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of thisInformation Memorandum. This Information Memorandum has not been submitted,cleared or approved by SEBI. It should be clearly understood that the Company is solelyresponsible for the correctness, adequacy and disclosure of all relevant informationherein.

Credit Rating:

India Ratings and Research Private Limited (erstwhile FITCH India Limited) hasassigned ‘IND AA+’ rating with Stable outlook to our Non Convertible Debentures andSubordinated Debt.CARE has assigned “CARE AA+” rating with Stable outlook to ourNon Convertible Debentures and Subordinated Debt. CRISIL has assigned “CRISILAA+” rating with Stable outlook to our Non Convertible Debentures and SubordinatedDebt.

The Rating(s) are not a recommendation to buy, sell or hold securities and Investorsshould take their own decisions. The rating may be subject to revision or withdrawalat any time by the assigning Rating Agency on the basis of new information. Eachrating should be evaluated independent of any other rating.



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Listing:

The aforesaid Debentures of the Company are proposed to be listed on the wholesaledebt market segment of The Bombay Stock Exchange Ltd. (‘BSE’).

This Disclosure Document is dated 18th June 2020

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

Definitions and Abbreviations

GLOSSARY OF TERMS

Definitions Term Description“MRHFL” or “Company” or“our Company” or “Issuer”

Mahindra Rural Housing Finance Ltd., a publiclimited company incorporated under the CompaniesAct, 1956.

“we” or “us” and “our” Refers to Mahindra Rural Housing Finance Ltd

ISSUE RELATED TERMSTerm DescriptionAllotment Unless the context otherwise requires, the allotment

and transfer of Debenure pursuant to this Issue.Articles/Articles ofAssociation

Articles of association of our Company.

Auditors The statutory auditors of the Company are B S R &Co. LLP, Chartered Accountants.

Board of Directors/Board The board of directors of our Company or acommittee constituted thereof.

Companies Act The Companies Act, 1956/Companies Act, 2013, asamended from time to time.

Depository A body corporate registered under the SEBI(Depositories and Participant) Regulations, 1996, asamended from time to time.

Depositories Act The Depositories Act, 1996, as amended from timeto time.

Depository Participant A depository participant as defined under theDepositories Act.

Director(s) Director(s) of Mahindra Rural Housing Finance Ltd,unless otherwise specified

Financial Year/fiscal year/FY Period of twelve months ended March 31 of thatparticular year, unless otherwise stated.

Government The Government of India.

Memorandum/Memorandumof Association

The Memorandum and Articles of Association of ourCompany.

Registered Office Mahindra Towers, 4th Floor,Dr G.M. BhosaleMarg ,Worli, Mumbai – 400018

Registrar/Registrar to theIssue

Registrar to the Issue, in this case being KarvyComputershare Pvt Ltd

SEBI Securities and Exchange Board of India Act, 1992,as amended from time to time.

Stock Exchanges. BSE Ltd (The Bombay Stock Exchange Ltd.)



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A. ISSUER INFORMATION

a. Name, Address and Contact details of the Issuer:

Name of Issuer: Mahindra Rural Housing FinanceLimited

Registered Office: Mahindra Towers, 4th Floor, P. K. KurneChowk, Worli,Mumbai – 400018

Corporate Office: 2nd Floor, Sadhana House, Behind Mahindra Towers, P.B.Marg, Worli, Mumbai -400018

CIN U65922MH2007PLC169791

Compliance Officer: Mr. Navin Joshi

Chief FinancialOfficer

Mr. DharmeshVakharia

Contact Person Mr. Navin Joshi

Phone No.: 66526000 EXTN: 6007/6008/6009/6010/6053/6150/6194

Fax: 22 24972741 /22 24953608

Website: www.mahindrahomefinance.com

Trustee to the

Debenture holders:

Axis Trustee Services LimitedThe Ruby , 2nd Floor , SW,29 Senapati Bapat MargDadar West , Mumbai- 400 028Tel: (022) 22 62300446

Email - Id : [email protected]

Registrar to the Issue:

KFin Technologies Private LimitedKarvy Selenium Tower – B”, Plot No. 31 & 32,Gachibowli, Financial District,Nanakramguda, Serilingampally,Hyderabad – 500 032, TelanganaTel: 040-67162222, 3321 1000Fax: 040-23001153

Email - Id : [email protected]

Auditors of the Issuer:

B S R & Co. LLP, Chartered Accountants.5th Floor, LodhaExcelus,Apollo Mills Compound, N. M. Joshi Marg,Mahalaxmi, Mumbai - 400 011

[email protected]

Credit Rating agencies

of the Issuer

1. India Ratings & Research Pvt LtdWockhardtTower,West Wing, 4th Floor, BandraKurlaComplex, Bandra (E), Mumbai 400051

2. Credit Analysis & Research Limited4th Floor, Godrej Coliseum, Somaiya Hospital Road,Off Eastern Express Highway, Sion (E),Mumbai - 400 022.

3. Credit Rating and Information Services of India Limited.CRISIL House, Central Avenue Hiranandani BusinessPark, Powai, Mumbai, Maharashtra 400076



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RISK FACTORS

The following are the risks envisaged by the management, and Investors shouldconsider the following risk factors, together with all other information contained inthis Offer Document, carefully for evaluating the Company and its business beforemaking any investment decision. Unless the context requires otherwise, the riskfactors described below apply to Mahindra Rural Housing Finance Limited. Theserisks and uncertainties are not the only issues that we face; additional risks anduncertainties not presently known to us or that we currently believe to beimmaterial may also have a material adverse effect on our financial condition orbusiness success. If anyone, or a combination, of the following stated risks actuallyoccurs, the Company‘s business, financial conditions and results of operationscould suffer and therefore the value of the Company‘s debt securities could decline.

Note: Unless specified in the relevant risk factors, the Company is not in aposition to quantify the financial or other implications of any risk mentionedherein below:

INTERNAL RISKS

1. The risk of non-payment or default by borrowers may adversely affect ourfinancial condition and results of operations.

Mahindra Rural Housing Finance Limited (MRHFL) is a subsidiary of Mahindra andMahindra Financial Services Limited (MMFSL) has been established to provide HomeLoans primarily in rural and semi urban India. We cater primarily to customerswithout formal credit histories and which typically have less financial wherewithaland may be particularly susceptible to adverse economic conditions. We expect thatthe size of our loan portfolio will grow as a result of our expansion strategy inexisting as well as new geography, which will expose us to an increased risk ofdefaults.

The borrowers and their guarantors under our loan agreements may default in theirrepayment obligations due to various reasons including insolvency, lack of liquidity,increase in operating costs, and business failure, including poor agriculturalproduction. Besides macroeconomic conditions, we face risks specific to each line ofbusiness, which may also result in increased defaults. In addition, our customersoften do not have credit histories supported by tax returns and other documentsthat would enable us to assess their creditworthiness, and we may not receiveupdated information regarding any change in the financial condition of ourcustomers or may receive inaccurate or incomplete information as a result of anyfraudulent misrepresentation by our customers or employees. Furthermore, as anationwide credit bureau has only recently become operational in India, there is lessfinancial information available about individuals, particularly in our customersegment, which primarily consists of low to middle income earners. This segmentalso has limited access to other financing sources and is located in the rural andsemi-urban markets. It may therefore be difficult to carry out precise credit riskanalyses on all of our customers.

Although we follow certain procedures to evaluate the credit profiles of ourcustomers at the time of sanctioning a loan, we typically rely on a system of referralsfrom the local community and the value of the House provided as underlyingcollateral rather than focusing solely on the credit profile of our customers.Furthermore, we may be unable to uncover frauds committed by employees whofalsely substantiate the know-your-customer information of borrowers. Although webelieve that our risk management controls are sufficient, we cannot be certain thatthey will continue to be sufficient or that additional risk management policies forindividual borrowers will not be required. Non-payment or default by borrowerscould adversely affect our financial condition and results of operations.



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2. Any disruption in our sources of funding could adversely affect our liquidityand financial condition.

The liquidity and profitability of our business depend, in large part, on our timelyaccess to, and the costs associated with, raising funds. Our funding requirementshistorically have been met from various sources, including shareholder funding, andsecured and unsecured loans, including rupee-denominated term loans and cashcredit facilities from banks and financial institutions, commercial paper, and inter-corporate deposits. Our business thus depends and will continue to depend on ourability to access a variety of funding sources. Our ability to raise funds onacceptable terms and at competitive rates depends on various factors including ourcurrent and future results of operations and financial condition, our riskmanagement policies, our credit ratings, our brand equity, the regulatoryenvironment and policy initiatives in India, developments in the internationalmarkets affecting the Indian economy and the perceptions of investors and lendersof the demand for debt and equity securities of housing finance companies (“HFCs”).

3. Our inability to recover the full value of collateral or amounts outstandingunder defaulted loans in a timely manner or at all could adversely affect ourresults of operations.

For each housing financing arrangement, we sanction an amount of credit that isless than the value of the house which we take as collateral. We regulate thisamount through our restrictions on the loan to value (“LTV”) ratio of eachfinancing.While we require each customer to secure a guarantee, we may not be ableto enforce or collect the amount owed under such guarantee, if at all.

We may also encounter difficulties in seizing and liquidating collateral. When acustomer defaults under a financing facility, we typically start the legal proceedingsto collect the installment /enforce charge on the collateral. There is no assurance,however, that we will be able to successfully seize the collateral in the event ofdefault under a loan agreement. We may not get perspective buyers to sell thecollateral at appropriate time. We may face additional delay and expense inconducting an auction to sell the collateral and may face significant delay in seizingcollateral, as litigation against defaulting customers, even if governed by anarbitration clause, can be slow and expensive in India. If we are unable or delay toseize and liquidate the collateral securing loans in default, we may incur losses,which could adversely affect our results of operations and financial condition.

4. If our Company’s provisioning requirements are insufficient to cover ourexisting or future levels of non-performing loans or if future regulation requiresus to increase our provisions, our ability to raise additional capital and debtfunds as well as our results of operations and financial condition could beadversely affected.

Till March -18, the Company was following the IGAAP method of accounting(erstwhile accounting standards) under which Company adhered to provisioningrequirements related to our loan portfolio pursuant to the Housing FinanceCompanies (NHB) Directions, 2010,

However with effect from April-18 , the financial results of the Company have beenprepared in accordance with Indian Accounting Standards ('Ind AS') notified underthe Companies (Indian Accounting Standards) Rules, 2015 as amended by theCompanies (Indian Accounting Standards) Rules, 2016.



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The impairment provisioning of the company are now governed with the ECL methodnorms under Ind AS. The same are in line with the Ind AS 109 prescribedrequirements

Though our existing provisioning norms are in line as prescribed by the Ind ASStandards, our provisioning requirements may be inadequate to cover increases innon-performing loans. If our provisioning requirements are insufficient to cover ourexisting or future levels of non-performing loans or if future regulation requires us toincrease our provisions, our ability to raise additional capital and debt funds as wellas our results of operations and financial condition could be adversely affected.

Further Company continues to report to NHB (regulator) the Financials includingNPA provisioning norms as per the IGAAP method of accounting (erstwhileaccounting standards) related to our loan portfolio pursuant to the Housing FinanceCompanies (NHB) Directions, 2010

5. We are affected by volatility in interest rates for both our lending and treasuryoperations, which could cause our net interest income to decline and adverselyaffect our return on assets and profitability.

Our interest income is affected by any volatility in interest rates in our lendingoperations. Interest rates are highly sensitive to many factors beyond our control,including the monetary policies of the RBI, deregulation of the financial sector inIndia, domestic and international economic and political conditions and otherfactors, which have historically generated a relatively high degree of volatility ininterest rates in India. Persistently high inflation in India may discourage theGovernment from implementing policies that would cause interest rates to decrease.Moreover, if there is an increase in the interest rates we pay on our borrowings thatwe are unable to pass to our customers, we may find it difficult to compete with ourcompetitors, who may have access to low-cost deposit funds. Further, to the extentour borrowings are linked to market interest rates, we may have to pay interest at ahigher rate than lenders that borrow only at fixed interest rates.

Our inability to effectively and efficiently manage interest rate variations and ourfailure to pass on increased interest rates on our borrowings may cause our netinterest income to decline, which would decrease our return on assets and couldadversely affect our business, future financial performance and result of operations.

6. A significant portion of our collections from customers is in cash, exposing usto certain operational risks.

A significant portion of our collections from our customers is in cash. Large cashcollections expose us to the risk of theft, fraud, misappropriation or unauthorizedtransactions by employees responsible for dealing with such cash collections. Theserisks are exacerbated by the high levels of responsibility we delegate to ouremployees and the geographically dispersed nature of our network. We primarilycater to customers in rural and semi-urban markets, which carry additional risksdue to limitations on infrastructure and technology.

While we have implemented technology that tracks our cash collections, takeninsurance policies, including fidelity coverage and coverage for cash in safes and intransit, and undertaken measures to detect and prevent unauthorized transactions,fraud or misappropriation, this may not be sufficient to prevent or deter suchactivities in all cases, which may adversely affect our operations and profitability.Further, we may be subject to regulatory or other proceedings in connection withany unauthorized transactions, fraud or misappropriation by our representatives



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and employees, which could adversely affect our goodwill. We may also be party tocriminal proceedings and civil litigation related to our cash collections.

Given the high volume of transactions involving cash processed by us, certaininstances of fraud and misconduct by our representatives or employees may gounnoticed for some time before they are discovered and others successfully rectified.Even when we discover instances of fraud and other misconduct and pursue legalrecourse or file claims with our insurance carriers, there can be no assurance thatwe will recover any amounts lost through such fraud or other misconduct. Ourdependence upon automated systems to record and process transactions mayfurther increase the risk that technical system flaws or employee tampering ormanipulation of such systems will result in losses that are difficult to detect orrectify.

7. Any downgrade in our credit ratings could increase borrowing costs andadversely affect our access to capital and lending markets and could also affectour interest margins, business, results of operations and financial condition.

The cost and availability of Fund depends in part on our short-term and long-termcredit ratings. Credit ratings reflect the opinions of ratings agencies on our financialstrength, operating performance, strategic position and ability to meet ourobligations. Certain factors that influence our credit ratings may be outside of ourcontrol. For example, our credit ratings may depend on the financial performanceand business prospects of MMFSL and its majority shareholding in our Company.India Ratings & Research Private Limited has assigned IND AA+/Stable rating to ournon convertible debentures and subordinated debt and CARE has assigned CAREAA+/Stable to our non convertible debentures and subordinated debt. CRISILLimited has assigned CRISIL AA+/Stable rating to our non convertible debenturesand subordinated debt. Also India Ratings & Research Private Limited has assignedIND A1+ to our short-term debt & CRISIL Limited has assigned CRISIL A1+ to ourshort-term debt, which is the highest rating for short-term debt instruments.

Any downgrade in our credit ratings could increase borrowing costs and adverselyaffect our access to capital and debt markets, which could in turn adversely affectour interest margins, our business and results of operations. In addition, anydowngrade in our credit ratings could increase the probability that our lendersimpose additional terms and conditions to any financing or refinancingarrangements we enter into in the future.

8. We depend on the services of our management team and employees, ourinability to recruit and retain which may adversely affect our business.

Our future success depends substantially on the continued service and performanceof members of our management team and employees. There is intense competitionfor experienced senior management and other qualified personnel, particularly officemanagers, field executives and employees with local knowledge in clientprocurement, loan disbursement and installment collections. If we cannot hireadditional or retain existing management personnel and employees, our ability toexpand our business will be impaired and our revenue could be adversely affected.Failure to train and motivate our employees properly may result in an increase inemployee attrition rates, require additional hiring, divert management resources,adversely affect our origination and collection rates, increase our exposure to high-risk credit and impose significant costs on us. While we have an incentive basedremuneration structure and training and development programs designed toencourage employee retention, our inability to attract and retain talented



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professionals, or the resignation or loss of key management personnel, may have anadverse impact on our business and future financial performance.

9. We face difficulties and incur additional expenses in operating in rural andsemi-urban markets, where infrastructure may be limited.

We cater primarily to customers in rural and semi-urban markets, which may havelimited infrastructure, particularly for transportation and electricity. At offices inremote markets, we may face difficulties in conducting operations, such asaccessing power facilities, transporting people and equipment, implementingtechnology measures. We may also face increased costs in conducting our businessand operations, implementing security measures and expanding our advertising. Wecannot assure you that such costs will not increase in the future as we expand ournetwork in rural and semi urban markets, which could adversely affect ourprofitability.

Moreover, a significant number of our customers are farmers / small shop-keepers,daily wage earners etc., who are primarily dependent on agriculture or alliedactivities, residing in rural and semi-urban areas and our results of operations areaffected by risks specific to their businesses. For example, the agriculture industryin India is substantially dependent on monsoons. Extreme weather conditions suchas drought, insufficient rainfall or floods may potentially affect the quality andquantity of farming production in a given year, thereby adversely affecting the abilityof our farmer customers to repay their loans.

10.A decline in our Company’s capital adequacy ratio could restrict our futurebusiness growth.

Pursuant to the Housing Finance Companies (NHB) Directions, 2010, we arerequired to maintain a capital adequacy ratio of at least 14.0%**of our aggregaterisk weighted assets and of risk adjusted value of off-balance sheet items, consistingof at least as much Tier I capital as Tier II capital, on an ongoing basis where as thetotal Tier-II capital, at any point of time, shall not exceed one hundred percent ofTier-I capital. The Tier I capital at any point of time shall not be less than 10%. If wecontinue to grow our loan portfolio and asset base, we will be required to raiseadditional Tier I and Tier II capital in order to continue to meet applicable capitaladequacy ratios with respect to our business. There can be no assurance that wewill be able to raise adequate additional capital in the future on terms favorable tous or at all, which could result in non-compliance with applicable capital adequacyratios and may adversely affect the growth of our business.

**As per NHB Notification No.NHB.HFC.DIR.22/MD&CEO/2019, Every housing finance company

shall, maintain a minimum capital ratio consisting of Tier-I and Tier-II capital which shall not be lessthan 14%, on or before March 31, 2021.

11.We are subject to supervision and regulation by the NHB as a Non deposit-taking HFC, and changes in NHB’s regulations governing us could adverselyaffect our business.

We are subject to the NHB’s directons on regulation of HFCs, including capitaladequacy, exposure and other norms. The RBI regulates the credit flow by banks toHFCs and provides guidelines to commercial banks with respect to their investmentand credit exposure norms for lending to HFCs. The NHB’s regulations of HFCscould change in the future which may require us to restructure our activities, incuradditional cost, raise additional capital or otherwise adversely affect our businessand our financial performance.



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The laws and regulations governing the banking and financial services industry inIndia have become increasingly complex and cover a wide variety of issues, such asinterest rates, liquidity, investments, ethical issues, money laundering and privacy.Moreover, these laws and regulations can be amended, supplemented or changed atany time such that we may be required to restructure our activities and incuradditional expenses to comply with such laws and regulations, which couldmaterially and adversely affect our business and our financial performance.

EXTERNAL RISKS

1. A slowdown in economic growth in India could cause our business to suffer.

Our results of operations and financial condition are dependent on, and have beenadversely affected by, conditions in the financial markets, particularly in India, andthe condition, including the uneven recovery, of the global economy. We areparticularly susceptible to conditions in the financial markets in India, which coulddirectly and adversely affect demand for housing and housing finance and our abilityto secure additional financing.

Since August 2008, India’s economy has been affected by the current globaleconomic uncertainties, including periods of volatility in interest rates, currencyexchange rates, commodity and electricity prices, adverse conditions affectingagriculture and other factors. The Indian economy is currently in a state oftransition and it is difficult to predict the impact of certain fundamental economicchanges on our business. While the current Government has encouraged privateparticipation in various sectors, any adverse change in, or failure to successfullyimplement, policies could further adversely affect the Indian economy.

The resulting economic pressure on the economies in which we operate, a generallack of confidence in the financial markets and fears of a further worsening of theeconomy have affected and may continue to affect the economic conditions. Wecannot assure you that the markets in which we operate will undergo a full, timelyand sustainable recovery. The economic turmoil may continue or take place in thefuture, adversely affect our business, results of operations and financial condition.

2. Political instability, changes in the Government or natural calamities mayadversely affect economic conditions in India, which may impact our business,financial results and results of operations.

The Government has traditionally exercised and continues to exercise influence overmany aspects of the economy. Our business may be affected by interest rates,changes in Government policy, taxation, social and civil unrest and other political,economic or other developments in or affecting India. Our financial performance maybe adversely affected by changes in inflation, exchange rates and controls, interestrates, Government, social stability or other political, economic or diplomaticdevelopments affecting India in the future. India has experienced and may continueto experience natural calamities such as earthquakes, floods and drought. Theextent and severity of these natural disasters determines their effect on the Indianeconomy. Such natural calamities could have a negative effect on the Indianeconomy, adversely affecting our business.

3. Terrorist attacks, communal disturbances, civil unrest and other acts ofviolence or war involving India and other countries may adversely affect thefinancial markets and our business.



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Terrorist attacks and other acts of violence or war may adversely affect the Indianand worldwide financial markets. These acts may also result in a loss of businessconfidence and adversely affect our business, financial condition and results ofoperations. In addition, any deterioration in relations between India and itsneighboring countries might result in concern about stability in the region.

India has also witnessed civil unrest including communal disturbances and riots inrecent years. If such events recur, our operational and marketing activities may beadversely affected, resulting in a decline in our income.

4. Any downgrade of credit ratings of India may adversely affect our ability toraise debt financing.

India’s sovereign ratings reflect an assessment of the Indian government’s overallfinancial capacity to pay its obligations and its ability or willingness to meet itsfinancial commitments as they become due.No assurance can be given that any statistical rating organisation will notdowngrade the credit ratings of India. Any such downgrade could adversely affectour ability to raise additional financing and the interest rates and other commercialterms at which such additional financing is available. This could have an adverseeffect on our business and financial performance.

5. A decline in India’s foreign exchange reserves may affect liquidity and interestrates in the Indian economy, which could adversely impact our financialcondition.

Flows to foreign exchange reserves can be volatile, and past declines may haveadversely affected the valuation of the Rupee. Further declines in foreign exchangereserves, as well as other factors, could adversely affect the valuation of the Rupeeand could result in reduced liquidity and higher interest rates that could adverselyaffect our future financial performance.

b. A brief summary of business / activities of the Issuer company.

Overview

Mahindra Rural Housing Finance Limited (MRHFL), a subsidiary of Mahindra andMahindra Financial Services Limited (MMFSL), has been established to provideHome Loans primarily in rural areas and semi urban India. Accordingly it has beenregistered with the National Housing Bank (NHB) as a Housing Finance Institution(Non Public Deposit Taking / Accepting), since 2007. MMFSL holds 98.43% of theequity of MRHFL, and MRHFL Employee Welfare Trust/Others (Employees pursuantto MRHFL ESOP Scheme) hold the remaining 1.57% as on 31st March 2020.

The loans given by the company are secured by mortgage of the property of thecompany for home construction, purchase, extension and improvement.

Mahindra Rural Housing Finance was incorporated on April 9, 2007 and obtained acertificate of registration to commence the business of a Housing Finance Institutionfrom the National Housing Bank on August 13, 2007. MRHFL now operates invarious locations through out the country which include Gujarat, Maharashtra,Madhya Pradesh, Rajasthan, Andhra Pradesh, Telangana, Karnataka, Tamil Nadu,Kerala, Bihar, Uttarpradesh, Uttaranchal, Orissa, Chhattisgarh and Pondicherry.



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We provide cost-effective and flexible home loans to a wide base of customers inrural and semi-urban India. We make sure that our customers’ basic need of shelteris met expediently. We endeavour to live up to our slogan ‘Ghar Ki BaatHai’ by beinghighly customer centric while considering the customers as a part of our extendedfamily.We take pride in the fact that we have been able to help upgradation of many‘Kuccha’ and infirm structures made of mud to ‘Pukka’ houses made of bricks andmortar. We have also provided funding for numerous rehabilitative efforts likechanging the flooring of houses from rough cement base to tiles, etc. that haveimproved living conditions in many parts of Rural India.

Between March 31, 2019 and March 31, 2020, we have increased our officenetwork by 3.85% to 646 offices and increased the number of cumulative financingcontracts we enter into with customer by 10.05% to 10,45,898 financing contracts.

As per IND-AS

For the period ended March 31, 2020 and the period ended March 31, 2019, totalincome from operations was Rs. 1,527.61 Crores and Rs. 1,383.95 Crores,respectively and total profit after taxation was Rs. 148.56 Crores and Rs.250.47Crores, respectively.

As of March 31, 2020, we maintained a non-performing asset (“NPA”) coverage ratioof 32.45% after stage 3 provision and 45.22% after stage 1, 2 & 3 provision, Net NPAof 10.75% of total loan assets after stage 3 provision and 8.89% after stage 1, 2 & 3provision, Capital adequacy ratio of 43.04%, total loans and advances outstandingof Rs 8443.89 Crores, compared to, as of March 31, 2019, NPA coverage ratio of19.32% after stage 3 provision and 34.93% after stage 1, 2 & 3 provision, Net NPA of10.77% of total loan assets after stage 3 provision and 8.87% after stage 1, 2 & 3provision, Capital adequacy ratio of 39.34%, total loans and advances outstandingof Rs. 8048.75 Crores.



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Corporate Structure

The following chart outlines our corporate structure:



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Key Managerial Personnel of our Company

Mr. Anuj Mehra, Managing Director - MRHFL

Mr. AnujMehra is currently the Managing Director of Mahindra Rural Housing FinanceLimited (MRHFL). Mr. AnujMehra has obtained a Bachelor‘s Degree in Economics fromDelhi University and has completed post graduation in management from IndianInstitute of Management, Ahmedabad.Since passing out in 1982, he has had a rich and varied experience of around 35 yearsin the functional areas of Sales, Marketing, Finance and general Management acrossdifferent industries (FMCG, Financial Services, Banking, Pharmaceutical and RealEstate). Prior to joining MRHFL, Mr. Mehra was working with Mahindra LifespaceDevelopers Limited, a subsidiary of M&M.

Mr. Dharmesh Vakharia – Chief Financial Officer

Mr. DharmeshVakharia, Chief Financial Officer of Mahindra Rural Housing FinanceLimited (MRHFL) is a Chartered Accountant by profession. Prior to joining MRHFL in2011, he was involved with Mahindra & Mahindra Financial Services Limited (MMFSL)for 13 years in the Accounts department. He was the Chief Manager Regional Accountsin MMFSL prior to joining MRHFL. He was appointed as member of MMFSL ShadowBoard during his tenure with MMFSL.He also worked at M/s Kirtane&Pandit (Chartered Accountant) and M/s Surentdra& Co.(Bombay).Mr. Dharmesh completed his Bachelor of Commerce Degree from P.D. Lions College ofComm. & Eco., Mumbai.

Mr. Navin Joshi– Company Secretary

Mr. Navin Joshi is the Company Secretary since July 2016.

Mr. Navin Joshi is a graduate of commerce from the Mumbai University and anAssociate member of the Institute of Company Secretaries of India. A senior CompanySecretary, during his long carrier spanning nearly 25 years, Mr. Navin Joshi has lookedafter compliances under various corporate laws and has been associated, as companysecretary, with many listed companies. Mr. Navin Joshi has rich experience in the fieldof compliances under the Companies Act and SEBI Regulations.



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Our Competitive Strengths

We believe that the following competitive strengths position us well for continuedgrowth:

Knowledge of rural and semi-urban markets

We have over 13 years of operating experience in rural and semi-urban markets of our646 offices as of March 31, 2020, a substantial majority cater to customers located inrural and semi-urban markets. We believe that significant understanding of localcharacteristics of these markets has allowed us to address the unique needs of ourrural and semi-urban customers. We have adapted to markets that are affected bylimitations of rural infrastructure and have developed a diversified customer base offarmers, car-owners, transport agencies, small businessmen etc. For origination andcollection, we hire employees with knowledge of the local markets and have alsoimplemented a de-centralized process to approve loans that meet pre-determinedcriteria. Further, our field executives use hand-held general packet radio service(“GPRS”) devices to record data while collecting loan payments at the customer’s homeor business location. This leads to face-to-face interaction that improves ourunderstanding of the needs of our customers and enables us to be more responsive tolocal market demand. We believe that our knowledge of the rural and semi-urbanmarkets is a key strength that has enabled us to become one of India’s leading HFCsin rural and semi urban India.

We were early entrants into the rural and semi-urban markets, providing financing forhome construction, purchase, extension and improvement. Credit in these marketswas principally provided by the local money lenders. There was a large section of therural population which did not have access to credit largely due to their inability tomeet the lending covenants of the banks or because they could not service the highrates of the money lenders. We identified this opportunity and positioned ourselves toservice this population. We adopted simple and prompt loan approval anddocumentation procedures and set our offer rates between those of the banks and themoney lenders. In addition, the markets we serve are largely cash driven and weunderstand the challenges and limitations of rural infrastructure and have createdprocesses/systems to overcome such limitations and challenges. For example, ourfield executives collect cash at the customer’s premises saving them the need to travelto one of our branches or a bank. These visits also enable us to develop our customerrelationships and importantly allow us to understand their businesses. Thisunderstanding enables us to be proactive and develop future products for ourcustomers. Our nationwide network, locally recruited employees, regular visits and ourclose relationship with the referral / sarpanch enables us to understand the needs ofour customers. We believe that due to our early entry, our client relationships and ourrelationship with M&M and MMFSL, we have built a recognisable brand in the ruraland semi-urban markets of India.

Extensive Network of offices

We operate an extensive network of 646 offices, spread over 14 states and 1 UT, as ofMarch 31, 2020, as compared to 622 offices as of March 31, 2019. The reach of ouroffices allows us to service our existing customers and attract new customers as aresult of personal relationships cultivated through proximity and frequent interactionby our employees. Our widespread office network reduces our reliance on any oneregion in India and allows us to apply best practices developed in one region to others.Our geographic diversification also mitigates some of the regional, climatic and cyclicalrisks, such as heavy monsoons or droughts. We believe that the challenges inherent in



15

developing an effective office network in rural and semi-urban areas provide us with asignificant first mover advantage over our competitors in these areas.

Streamlined Approval and Administrative Procedures and Effective Use ofTechnology

We believe that we benefit from our streamlined company-wide approval andadministrative procedures that are supplemented by our employee training andintegrated technology. Our local offices are responsible for appraisal, disbursement,collection and delinquency management of loans. We require simple documentation tocomply with the regulatory norms and for the collateral on the House. Typically, wedisburse loan funds. Each of our security agreements contains alternate disputeresolution provisions for arbitration, re-possession and sale of assets that securedefaulting loans. We also require that the customer provides a guarantor as part of areference check prior to disbursing the funds, a process which we believe acts as asocial enforcement mechanism for timely repayment by our rural and semi-urbancustomers.

We believe that our de-centralized streamlined origination process is successfulbecause of our employee training and integrated technology. We train our employees touse soft skills and offer customised financial products based on the creditrequirements and credit history of customers. Moreover, we are able to regularlymonitor origination, disbursement and collection with our integrated technology. Inaddition, hand-held GPRS devices used by our employees provide us with installmentcollection, customer and certain risk management information in a prompt manner,thus enabling better monitoring. The recording of data in this manner enables us toprovide intimation by SMS to customers in a prompt manner at every stage of thetransaction and we believe, it also allows us to handle customer queries moreefficiently.

Brand recall and synergies with the Mahindra Group

MMFSL is our promoter and one of the leading non-banking finance companies(“NBFCs”) with customers in the rural and semi-urban markets of India.MMFSL is partof the Mahindra Group, which is one of the largest business conglomerates in India.They are primarily engaged in providing financing for new and pre-owned auto andutility vehicles, tractors, cars and commercial vehicles.

M&M, Promoter of MMFSL and the flagship company of the Mahindra Group, wasincluded by Forbes in its ‘Global 2000’ list for 2014. M&M has been selling automotiveand farm equipment in semi-urban and rural markets for approximately 66 years. TheMahindra Group has a strong presence in utility vehicles, tractors, informationtechnology, financial services, aerospace, real estate, hospitality and logistics sectors.We believe that our relationship with the Mahindra Group provides brand recall andwe will continue to derive significant marketing and operational benefits.

Access to cost-effectivefunding

We believe that we are able to access cost-effective debt financing due to our strongbrand equity, stable credit history, superior credit ratings and conservative riskmanagement policies. Historically, we have secured cost-effective funding from a varietyof sources. Our Company maintains borrowing relationships with several banks, mutualfunds and financial institution. We adhere to write-off and provisioning standards thatare in line with prescribed by the National Housing Bank (NHB)/Reserve Bank of India(the “RBI”). We also believe that we manage risk through controls on our loanorigination and processing activities. For example, we do not use intermediaries for loan



16

origination. We instead train our employees to substantiate each borrower’s identity,and then link a part of the compensation for employees involved in origination to thepayment history of loans sourced by such employee. Our long term NCD is presentlyrated as IND AA+/stable by India Ratings & Research Private Limited, CARE AA+/stableby CARE Limited and CRISIL AA+/Stable by CRISIL Ltd. Our Subordinated Debt ispresently rated as IND AA+/stable by India Ratings Research Private Limited, CAREAA+/stable by CARE Limited and CRISIL AA+/Stable by CRISIL Ltd. India Ratings &Research Private Limited has also rated our Bank lines as IND AA+/stable and short-term debt IND A1+, CRISIL Ltd has also rated our short-term debt CRISIL A1+, which isthe highest rating for short-term debt instruments. For the period ended March 31,2020, average annualized interest cost of borrowed funds was 8.82%.

Experienced management team

We have an experienced management team, which is supported by a capable andmotivated pool of employees. Our senior managers have diverse experience in variousfinancial services and functions related to our business. Our senior managers have anin-depth understanding of the specific industry, products and geographic regions theycover, which enables them to appropriately support and provide guidance to ouremployees. We also have an in-house experienced legal team consisting of qualifiedprofessionals, well-equipped to handle all our legal requirements ranging from loan andsecurity documentation to recovery, security enforcement and related litigation, if any.

Our Strategies

Our business strategy is designed to capitalize on our competitive strengths to becomethe preferred provider of financing services to customers in the rural and semi-urbanareas of India. Our key strategic priorities are as follows:

Focus on the rural and semi-urban markets to grow our market share

We plan to continue to expand our office network and increase the market share of ourexisting products and services in the rural and semi-urban markets of India. Weintend to grow our market share by expanding our customer base and strengtheningour relationships with sarpanch / local bodies. We have grown our office network to646 offices as of March 31, 2020 from 622 offices as of March 31, 2019. In openingeach office site, we analyze the local market and proximity to target customers. Webelieve our customers appreciate this convenience and that well-placed office sitesallow us to attract new customers. In addition to our branch and region-basedorganisational structure, we have also formed a separate vertical for each of our keyproducts, which works with our employees across offices to customize our productsbased on customers feed-back.

We also seek to expand our relationships by strengthening our presence at rural &semi urban India and by continuing to engage local bodies “sarpanch” for customerrelationships. We believe that this strategy will increase our customer base, revenuesand customer confidence. We believe that we are in a position to leverage our existingdistribution infrastructure to increase our penetration in markets where we alreadyhave a presence.

Focus on effective use of technology

As we continue to expand our geographic reach and scale of operations, we intend tofurther develop and integrate our technology to support our growth and improve thequality of our services. We intend to increase the number of offices connected to thecentralized data centre in Mumbai. We also intend to expand our use of hand-heldGPRS devices, which collect data used to monitor our operations and risk exposure.



17

We believe that as we develop and integrate such programs into our business, we canfurther capitalize on the reach of our offices and increase our market share. Our use oftechnology will also allow us to continue providing streamlined approval anddocumentation procedures and reduce incidence of error.

Further, our continued focus on the effective use of technology is aimed at allowingemployees across our office network to collect and feed data to a centralizedmanagement system, providing our senior management with prompt operational dataand assisting with treasury management. We believe that the accurate and timelycollection of such data gives us the ability to operate our business in a centralizedmanner and develop better credit procedures and risk management

Continue to attract and retain talented employees

As part of our business strategy, we are focused on attracting and retaining high qualitytalent. We recognize that the success of our business depends on our employees,particularly as we continue to expand our operations. We have successfully recruitedand retained talented employees from a variety of backgrounds, including creditevaluation, risk management, treasury, technology and marketing. We will continue toattract talented employees through our retention initiatives and recruitment from localgraduate colleges. Our retention initiatives include job rotation, secondments, quarterlyreviews, incentive-based compensation, employee recognition programs, training at ourtraining facility and on-the-job training. We invest a significant amount of time andresources for training our employees, which we believe fosters mutual trust, improvesthe quality of our customer service and puts further emphasis on our continuedretention.

Our Operations

We follow clearly defined procedures for evaluating the credit worthiness of customers.The typical credit appraisal process adopted is as follows:

Initial Evaluation

Once we receive an application, a field executive obtains information from thecustomer, including proof of identification and other relevant information such as hisbackground, earning potential, loan being sought to assess the customer’s potential ofservicing the loan. We also require that the customer provide a guarantor.

The field executive then recommends whether the loan should be approved based onprescribed guidelines and forwards a recommendation to the office manager fordisbursement.

Approval Process

Our office managers evaluate proposals received from field executives. Office managersprimarily evaluate a customer’s ability to repay.To minimize the time required forapprovals, we conduct know-your-customer (“KYC”) procedures required by as percredit policy, use decentralized approval authority and standardized documentationand procedures across our offices. Our objective is to ensure appraisal anddisbursement within the shortest possible time, without compromising on quality. Wetypically approve loans after receiving a complete application together with relevantsupporting documents



18

Disbursement

After confirming completion of the initial evaluation and approval process, ourdisbursing officers meet with customers to execute the loan documentation, ensuringthat we gain security over the collateral. The disbursing officer explains the contents ofthe loan documents and based on customer’s request, provides copies of the executedloan documents to the customer. We aim to appraise customers and completedisbursement within the shortest amount of time while adhering to our internalstandards and regulatory requirements.

Loan Administration and Monitoring

At the outset of loan disbursement, we give our customers an option to pay usingcash, cheque, demand drafts and digital mode at a frequency that is fixed afterdetermining the customer’s expected cash flow. Our field executives visit customers tocollect installments as they become due. We track loan repayment schedules on amonthly basis through our central MIS department, which monitors installments dueand loan defaults. We ensure that all customer accounts are reviewed by an officemanager in regular intervals, with customers who have larger exposures or missedpayments reviewed more frequently.

Our field executives are responsible for collecting installments, with each fieldexecutive typically having responsibility for a specified number of borrowers. We alsolimit each office to a specified number of customers in an effort to ensure that eachoffice can closely monitor its risks and collections.

Collection & Recovery

We believe that our loan recovery procedure is well-suited to rural and semi-urbanmarkets. The entire collection process is administered in-house. If a customer missesinstallment payments, our field executives identify the reasons for default and initiateaction pursuant to our internal guidelines.Where appropriate, our legal team and external lawyers to initiate and monitorlegal proceedings.



19

Key Operational and Financial Parameters

(Rs. In Lakhs)

Parameters Mar-2020(As per IND-AS)

Networth 124814.15

Total Debt 659893.45

of which – Non Current portion of Long Term Borrowing 397909.52

– Short Term Borrowing 64900.00

– Current Maturities of Long Term Borrowing 197083.93

Net Fixed Assets 5341.85

Non Current Assets** 567447.48

Cash and Cash Equivalents 9238.78

Current Investments 11509.35

Current Assets** 230233.49

Current Liabilities** 291840.02

Assets Under Management 823770.95

Off Balance Sheet Assets -

Interest Income 151293.77

Interest Expense* 58740.82

Provisioning & Write-offs 26112.52

PAT 14855.70

Gross NPA (%)- (I-GAAP) 11.06%

Net NPA (%) - (I-GAAP) after NPA provision 6.57%

Net NPA (%)- (I-GAAP) after NPA & standard provision 6.20%

Gross NPA (%)- (IND-AS) 15.13%

Net NPA (%)- (IND-AS) after stage 3 provision 10.75%

Net NPA (%)- (IND-AS) after stage 1, 2 & 3 provision 8.89%

Tier I Capital Adequacy Ratio (%) (IGAAP) 30.35%

Tier II Capital Adequacy Ratio (%) (IGAAP) 12.69%

*Figures have been reclassified where necessary.** Current Asset Figure excludes Cash and Cash Equivalents & Current Investment.** Non Current Asset Figure excludes Net Fixed Assets.** Current Liability includes Current Maturities of Long Term Borrowing & ShortTerm Borrowing.* Interest Expenses exclude Interest on Lease Liability

(Rs. In Lakhs)

Parameters Mar-2019(As per IND-AS)

Networth 112708.27

Total Debt 633593.93

of which – Non Current portion of Long Term Borrowing 413716.63

– Short Term Borrowing 116902.99

– Current Maturities of Long Term Borrowing 102974.31

Net Fixed Assets 2570.14



20

Non Current Assets 551836.25

Cash and Cash Equivalents 2982.62

Current Investments -

Current Assets 225754.13

Current Liabilities 250289.13

Assets Under Management 783143.14


Interest Income 135,296.69

Interest Expense 51,372.27

Provisioning & Write-offs 8,108.76

PAT 25046.88

Gross NPA (%)- (I-GAAP) 9.65%

Net NPA (%) - (I-GAAP) after NPA provision 6.81%

Net NPA (%)- (I-GAAP) after NPA & standard provision 6.53%

Gross NPA (%)- (IND-AS) 13.02%

Net NPA (%)- (IND-AS) after stage 3 provision 10.77%

Net NPA (%)- (IND-AS) after stage 1, 2 & 3 provision 8.87%

Tier I Capital Adequacy Ratio (%) (IGAAP) 29.58%

Tier II Capital Adequacy Ratio (%) (IGAAP) 9.76%

*Figures have been reclassified where necessary** Current Asset Figure excludes Cash and Cash Equivalents & Current Investments** Non Current Asset Figure excludes Net Fixed Assets** Current Liability includes Current Maturities of Long Term Borrowing & ShortTerm Borrowing

(Rs. In Lakhs)

Parameters FY2017-18I-GAAP

Networth 73,403.58

Total Debt 5,23,821.00of which – Non Current Portion of Long Term Borrowing 3,91,766.78

– Short Term Borrowing 84,318.23

– Current Maturities of Long Term Borrowing 47,735.99

Net Fixed Assets 1,843.66

Non Current Assets 4,56,242.70

Cash and Cash Equivalents 5,577.07

Current Investments -

Current Assets 1,72,132.59

Current Liabilities 1,62,221.36

Assets Under Management 6,35,796.02


Interest Income 91,871.08

Interest Expense 37,975.56



21

Provisioning & Write-offs 8,916.93

PAT 14,545.88

Gross NPA (%) 10.53%

Net NPA (%) 7.85%

Tier I Capital Adequacy Ratio (%) 23.16%

Tier II Capital Adequacy Ratio (%) 9.64%

*Figures have been reclassified where necessary** Current Asset Figure excludes Cash and Cash Equivalents & Current Investments** Non Current Asset Figure excludes Net Fixed Assets** Current Liability includes Current Maturities of Long Term Borrowing & ShortTerm Borrowing

Gross Debt: Equity Ratio of the Company: as on 31st March 2020

Before the issue of Debt Securities 5.29:1

After the issue of Debt Securities Will be submitted after each issue with addendum

c. A Brief History of our Company:

i. Capital Structure of the Company as on 31st March 2020:

SHARE CAPITAL AMOUNT

Authorised :

15,00,00,000 Equity shares of Rs.10/- each 150,00,00,000

Issued Share capital :

12,28,87,870 Equity shares of Rs.10/- each 122,88,78,700

Subscribed and Paid-up :

12,28,87,870 Equity shares of Rs.10/- each fully paid up 122,88,78,700

TOTAL 122,88,78,700

ii. Changes in Capital Structure as on 31st March 2020 for last five years:

Date of Change( AGM/EGM)

Rs. Particulars

11th June, 2007 25 croreThe Authorised Capital of the Company was increased from Rs.

2 crores to Rs. 25 crores.

20th October, 2008 50 croresThe Authorised Capital of the Company was increased from Rs.


14th October, 2011 100 croresThe Authorised Capital of the Company was increased from Rs.


16th January, 2018 150 crores Authorised Capital of the Company was increased from Rs.




22

iii. Equity Share capital history of the Company as on 31st March 2020

Date ofAllotment

No. of EquityShares

FaceValue

IssuePrice

Consideration Nature ofallotment

Cumulative

(Rs.) (Rs.) No. of EquityShares

Equity ShareCapital (Rs.)

EquitySharePremium(Rs.)*

11th June,2007

1950000 10 10 19500000 Rights 2000000 20000000-

28th April,2008

3000000 10 10 30000000 Rights 5000000 50000000-

6th

October,2008

714285 10 10 7142850 PreferentialAllotment

5714285 57142850

-

16th

January,2009

39999995 10 10 (Rs.2 persharepayableonapplication)

79999990 Rights 45714280 137142840

-

Firstcall ofRs. 4persharewasmade attheMeetingof theBoard ofDirectors heldon 15th

July,2010

159999980 First Call 45714280 297142820

-

SecondCall ofRs. 4persharewasmade attheMeetingof theBoard ofDirectors heldon 15th

April,2011

159999980 Second Call 45714280 457142800

-

6thMay,2013

20022857 10 25 (Rs.12.5includingpremium of Rs.7.5 persharepayable

500571425 Rights 65737137 557257085 150171427



23

*Equity Share Premium not adjusted for issue expenses, Premium received on Shares issuedto ESOS Trust but not allotted to employees. Transfer of Option cost to premium is onallotment of share options to employee

onapplication)FinalCall ofRs. 12.5pershare(includingpremium of Rs.7.5 pershare)wasmade attheMeetingof theBoard ofDirectors heldon 14th

July,2014

500571425 First Call 65737137 657371370 300342855

30th

March,2016

99,92,044 10 40(includingpremium of Rs.30 pershare)

399681760 Rights 75729181 757291810 600104175

16th

March,2017

1,94,02,985 10 67(includingpremium of Rs.57 pershare)

1299999995 Rights 95132166 951321660 1706074320

27th

March,2018


1300000000 Rights 108132166 1081321660 2,87,25,73,990

30th

November,2018

19,35,192 10 67(includingpremium of Rs.57 pershare)

12,96,57,864 Allotment toESOP Trust

11,0067,358 11,0067,35802982879934

28th

December,2018


149,99,99,904

Rights 12,28,87,870 122,88,78,7004353045060



24

iv. Details of any Acquisition or Amalgamation in the last 1 year:There was No Acquisition by or Amalgamation in our company duringlast 1 year

v. Details of any Reorganization or Reconstruction in the last 1 year:-

Type of Event Date of Announcement Date of Completion Details

NA

d. Details of the shareholding of the Company as on 31st March, 2020:

i. Shareholding pattern of the Company as onAs on 31st March 2020,

Sr No Particulars Total No of

Equity Shares

No of shares in

demat form

Total Shareholding

as % of total no of

equity shares

1. Mahindra & Mahindra FinancialServices Ltd.

(including 12 shares held

jointly with nominees)

12,09,52,678 12,09,52,678 98.43

2. MRHFL Employee Welfare Trust 1,445,449 1,445,449 1.17

3. Others (MRHFL Employees

pursuant to the MRHFL ESOP

Scheme)

4,89,743 4,89,743 0.40

TOTAL 12,28,87,870 12,28,87,870 100

ii. List of top 10 holders of equity shares of the Company as on 31st March2020

SrNo

Particulars Total No of EquityShares

No of shares indemat form

TotalShareholding as% of total no ofequity shares

1Mahindra & Mahindra

Financial ServicesLtd.(including 12shares held

jointly with nominees)

12,09,52,678* 12,09,52,678* 98.43

2 MRHFL ESOP Trust 14,45,449 14,45,449 1.17

3 Mr. Anuj Mehra 90,275 90,275 0.07

4Mr. Srinivasan K 48,206 48,206 0.04

5 Mr. Dharmesh Vakharia 33,086 33,086 0.03

6 Mr. Ramesh Iyer 28,568 28,568 0.02

7 Mr. Shantanu Rege 23,000 23,000 0.02



25

8 Mr. Anilkumar

Kunhi Raman Nambiar18,658 18,658 0.02

9 Mr. Pankaj Verma 13,955 13,955 0.01

10 Mr. R Ravishankar 13,160 13,160 0.01

TOTAL 12,26,67,023 12,26,67,023 99.82%

* includes two shares held jointly with nominees.

e. Details Regarding the directors of the Company as on 15th June, 2020

i. Details of the current directors of the Company*

* There is No director whose name is currently appearing in the RBI defaulter list and/orECGC default list.

Name,Designation andDIN

Age Address Director ofthe Companysince

Details ofotherDirectorship#

Mr. Ramesh IyerChairmanDIN 00220759

61 Mahindra Towers,Dr. G. M. BhosaleMarg,P. K. KurneChowk, Worli,Mumbai – 400 018

09.04.2007 As per tablebelow

Mr. Anuj MehraManaging DirectorDIN no. 02712119



Mr. S. DurgashankarDirectorDIN no. 00044713



Mr. V. RaviDirectorDIN no. 00307328



Mr. Jyotin MehtaAdditional IndependentDirectorDIN no.00033518

73 Y-804/5, Golden Rays, ShastriNagar, Andheri, Mumbai – 400 053


Mrs. Anjali RainaAdditional IndependentDirectorDIN no.02327927

61 Flat 7, Naples 9 Sobhani Road,Mumbai – 400 005


Dr. M. NarendraIndependent DirectorDIN no. 00536905

65 Flat No. C, 115-116,Legend Apartment, St. Anthony’sStreet, behind Vakola Church,Vakola, Santa Cruz,Mumbai – 400 055




26

# Details of other Directorships as on 15th June, 2020,

Sr.No.

Name Other Companies in which director is interested

1. Mr. Ramesh IyerMahindra & Mahindra Financial Services LimitedMahindra First Choice Wheels LimitedMahindra Insurance Brokers LimitedNBS International LimitedFinance Industry Development CouncilMahindra First Choice Services LimitedMahindra Finance USA LLCNoveltech Feeds Private LimitedMahindra Susten Private LimitedMahindra Agri Solutions Limited

2. Mr. Anuj Mehra AAPCA Demystifying Data Technologies Private Limited.3. Mr. S. Durgashankar Mahindra EPC Irrigation Limited

Mahindra Integrated Business Solutions Private LimitedMahindra HZPC Private LimitedSwaraj Engines LimitedMitsubishi Mahindra Agricultural Machinery Co. Ltd.Mahindra Vehicle Manufacturers Ltd.Mahindra Agri Solutions Ltd.Mahindra Holdings Ltd.Mahindra Logistics Ltd.Mahindra USA, Inc.Peugeot Motocycles S.A.S.Mahindra North American Technical Center Inc.Mahindra Vehicle Sales and Service Inc.

4. Mr. V. RaviMahindra Insurance Brokers LimitedMahindra Finance USA LLCMahindra Asset Management Company Private LimitedMahindra & Mahindra Financial Services Limited

5. Mr. Jyotin MehtaLinde India LimitedSuryoday Small Finance Bank LimitedMonnet Ispat & Energy LimitedASK Investment Managers LimitedICICI Prudential Trust LimitedICICI Prudential Pension Funds Management Company LimitedMahindra Insurance Brokers Limited

6. Mr. M. NarendraSequent Scientific LimitedMahindra First Choice Wheels LimitedSuasth Health Care (India) Private limitedAdani Enterprises Limited

7 Mrs. Anjali RainaHarvard Business School Publishing India Private LimitedRaina Advisory Services Private LimitedHarvard Global Research Support Centre IndiaMahindra Insurance Brokers LimitedEuropean Centre for Executive DevelopmentAmericares India Foundation



27

ii. Details of change in directors since last three years :-

Name,

Designation and

DIN

Date of

Appointment /

Resignation

Director of the

Company since

( in case of

resignation)

Remarks

Mr. V. Rajan

Nominee Director

DIN no.03219552

20.2.2015(Resignation) 14.10.2010 Withdrawal of nomination

by National Housing Bank

Mr.RakeshAwasthi

Nominee Director

DIN no. 00252540

18.07.2018(Appointment)

14.05.2019(Cessation)

N.A.

18.07.2018

Appointed as Nominee

Director by National

Housing Bank.

Mr. K. Chakravarthy

Nominee Director

DIN no.07100075


18.07.2018 (Ceassation)

N.A. Appointed as Nominee

Director by National

Housing Bank.

Withdrawal of nomination

by National Housing Bank

Mr. Nityanath Ghanekar

Independent Director

DIN no. 00009725


29.03.2020 (Cessation)

N.A. Mr. Nityanath Ghanekar

ceased to be the Independent

Director upon the expiry of

his tenure on 29th March,

2020

Mrs. Anjali Raina


DIN no. 02327927


29.03.2020 (Cessation)


N.A.The tenure of Mrs. AnjaliRaina expired as anIndependent Director of theCompany on 29th

March, 2020, and she hasbeen appointed as theAdditional IndependentDirector by the Board for aperiod commencing from 30th

March, 2020 to 29th March,2025, subject to the approvalof the shareholders.

Dr. Narendra Mairpady


DIN no. 00536905

13.8.2015(Appointment) N.A. -

Mr. UdayPhadke

Director

DIN no.00030191

13.07.2015(Cessation) N.A. -

Mr. S. Durgashankar

Director

DIN no. 00044713

24.06.2019(Appointment)N.A. -

Mr. Jyotin Mehta 30.03.2020(Appointment)N.A. Mr. Jyotin Mehta has been



28

Additional Independent

Director

DIN no. 00033518

appointed as the Additional

Independent Director by the

Board for a period

commencing from 30th

March, 2020 to 29th March,

2025, subject to the approval

of the shareholders.

f. Details regarding the auditors of the Company:

i. Details of the auditor of the Company

ii. Details of change in auditor since last three years:

Name Address Auditor since

B S R & Co. LLP, CharteredAccountants

5th Floor, LodhaExcelus, Apollo MillsCompound, N. M. Joshi Marg, Mahalaxmi,Mumbai - 400 011

17thJuly 2017

Name Address Dateof

Appointment

/Cessation

Auditorof

theCompany since ( in

caseof resignation)

Remarks

B.K. Khare&Co.CharteredAccountants

706/708, ShardaChambers, Mumbai4000020

17thJuly, 2017. 26th April 2007 completed theirterm, under therelevantprovisions of theCompanies Act,2013

B S R & Co.LLP,CharteredAccountants,

5th Floor,LodhaExcelus,Apollo MillsCompound, N. M.Joshi Marg,Mahalaxmi, Mumbai- 400 011

17th July, 2017. NA NA



29

g. Details of borrowings of the Company, as on 31st March 2020:

i. Details of Secured Loan Facilities as on 31st March 2020:

(Rs in Crores)

Lender’s NameType ofFacility

AmtSanctioned

Principal AmtOutstanding

MaturityDate Security

Punjab & SindBank Term Loan 50.00 50.00 21-Mar-21

Receivables andBook Debts

Punjab & SindBank Term Loan 100.00 100.00 29-Mar-22


Axis Bank Term Loan 50.00 25.00 26-Aug-20Receivables and

Book Debts

Axis Bank Term Loan 150.00 50.00 26-Sep-21Receivables and

Book Debts

Axis Bank Term Loan - 50.00 26-Mar-22Receivables and

Book Debts

Axis Bank Term Loan - 50.00 26-Sep-22Receivables and

Book Debts

Axis Bank Term Loan 100.00 50.00 12-Jun-22Receivables and

Book Debts

Axis Bank Term Loan 50.00 12-Jun-23Receivables and

Book Debts

Axis Bank Term Loan 75.00 75.00 27-Jun-21Receivables and

Book Debts

Axis Bank Term Loan 200.00 60.00 24-Sep-22Receivables and

Book Debts

Axis Bank Term Loan 70.00 24-Sep-23Receivables and

Book Debts

Axis Bank Term Loan 70.00 24-Sep-24Receivables and

Book Debts

HDFC Bank Term Loan 100.00 5.55 11-Jun-20Receivables and

Book Debts

HDFC Bank Term Loan - 5.56 11-Sep-20Receivables and

Book Debts

HDFC Bank Term Loan 50.00 2.78 27-Apr-20Receivables and

Book Debts

HDFC Bank Term Loan - 2.78 27-Jul-20Receivables and

Book Debts

HDFC Bank Term Loan - 2.78 27-Oct-20Receivables and

Book Debts

HDFC Bank Term Loan - 2.78 27-Jan-21Receivables and

Book Debts

HDFC Bank Term Loan - 2.78 27-Apr-21Receivables and

Book Debts

HDFC Bank Term Loan - 2.77 27-Jul-21Receivables and

Book Debts

HDFC Bank Term Loan - 2.77 27-Oct-21Receivables and

Book Debts


Book Debts


Book Debts

HDFC Bank Term Loan - 5.56 21-Dec-20Receivables and

Book Debts



30

HDFC Bank Term Loan - 5.56 21-Mar-21Receivables and

Book Debts

HDFC Bank Term Loan - 5.56 21-Jun-21Receivables and

Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts

Syndicate Bank Term Loan 100.00 16.67 30-Sep-20Receivables and

Book Debts

Syndicate Bank Term Loan - 16.67 31-Mar-21Receivables and

Book Debts

Syndicate Bank Term Loan - 16.67 30-Sep-21Receivables and

Book Debts

Syndicate Bank Term Loan - 16.66 19-Mar-22Receivables and

Book Debts

Federal Bank Term Loan 75.00 25.00 22-Jun-20Receivables and

Book Debts

Federal Bank Term Loan - 25.00 22-Jul-20Receivables and

Book Debts

Federal Bank Term Loan - 25.00 22-Aug-20Receivables and

Book Debts

Federal Bank Term Loan 75.00 9.38 29-Sep-20Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Dec-20Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Mar-21Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Jun-21Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Sep-21Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Dec-21Receivables and

Book Debts

Federal Bank Term Loan - 9.38 29-Mar-22Receivables and

Book Debts

Federal Bank Term Loan - 9.34 29-Jun-22Receivables and

Book Debts

ICICI Bank Term Loan 100.00 50.00 28-Sep-20Receivables and

Book Debts

ICICI Bank Term Loan 200.00 100.00 28-Dec-20Receivables and

Book Debts

ICICI Bank Term Loan 150.00 75.00 30-Mar-21Receivables and

Book DebtsKotak MahindraBank Term Loan 62.00 20.00 07-Aug-20


Kotak MahindraBank Term Loan 60.00 18.00 18-Mar-21


Deutsche Bank Term Loan 100.00 100.00 06-May-20Receivables and

Book Debts



31

Deutsche Bank Term Loan 150.00 100.00 02-Dec-21Receivables and

Book Debts

Deutsche Bank Term Loan - 50.00 09-Dec-21Receivables and

Book Debts

Deutsche Bank Term Loan 150.00 75.00 03-Jun-22Receivables and

Book Debts

Deutsche Bank Term Loan - 75.00 17-Jun-22Receivables and

Book DebtsStandardChartered Bank Term Loan 100.00 12.50 26-Feb-21


StandardChartered Bank Term Loan - 12.50 25-Feb-22


StandardChartered Bank Term Loan - 12.50 25-May-20






Canara Bank Term Loan 200.00 100.00 26-May-21Receivables and

Book Debts

Canara Bank Term Loan - 100.00 26-May-22Receivables and

Book Debts

Bank of India Term Loan 200.00 66.00 15-Jan-21Receivables and

Book Debts

Bank of India Term Loan - 66.00 15-Jan-22Receivables and

Book Debts

Bank of India Term Loan - 68.00 15-Jan-23Receivables and

Book DebtsCatholic SyrianBank Ltd Term Loan 50.00 25.00 01-Mar-21


Catholic SyrianBank Ltd Term Loan - 25.00 01-Mar-22


Bank of BarodaeVijaya Bank Term Loan 100.00 100.00 26-Mar-21


StandardChartered Bank Term Loan 100.00 20.00 22-May-20

















Book Debts


Book Debts


Book Debts



32


Book Debts


Book Debts


Book Debts

HDFC Bank Term Loan 150.00 12.50 30-May-20Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 30-Aug-20Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 30-Nov-20Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 28-Feb-21Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 30-May-21Receivables and

Book Debts


Book Debts

HDFC Bank Term Loan - 12.50 30-Nov-21Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 28-Feb-22Receivables and

Book Debts

HDFC Bank Term Loan - 12.50 30-May-22Receivables and

Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book Debts


Book DebtsStandardChartered Bank Term Loan 100.00 25.00 09-Nov-20


StandardChartered Bank Term Loan - 25.00 09-Nov-21






HSBC Term Loan 200.00 200.00 28-Jun-22Receivables and

Book Debts



33

Deutsche Bank Term Loan 100.00 100.00 28-Sep-22Receivables and

Book Debts

NHB Term Loan 100.00 0.23 01-Jul-20Receivables and

Book Debts

Axis BankWCDL underConsortium 100.00 70.00 17-Apr-20


Deutsche Bank**WCDL underConsortium 100.00 100.00 18-May-20


Deutsche Bank**WCDL underConsortium 100.00 100.00 20-May-20


Bank of BarodaWCDL underConsortium 50.00 50.00 24-Jun-20


Society GeneraleWCDL underConsortium 80.00 80.00 14-Sep-20


Federal Bank

WCDL /CCunder

Consortium 55.00 50.00 17-Jun-20Receivables and

Book Debts

Total 4,332.00 3,528.50

*Difference in decimals due to roundoff

ii. Details of Unsecured Loan Facilities as on 31st March 2020:(Rs in Crores)

Lender’s Name Type of Facility AmtSanctioned(Rs. In Crore)

Principal Amtoutstanding (Rs.In Crore)

RepaymentDate /Schedule

Mahindra Insurance BrokersLimited

Inter CorporateDeposit - 4 03-Apr-20


Inter CorporateDeposit - 0.75 03-Apr-20



























34




Inter CorporateDeposit - 9.75 08-May-20




Inter CorporateDeposit - 4 08-May-20

















Mahindra & MahindraLimited

Inter CorporateDeposit - 50 03-Aug-20

Swaraj Engines LimitedInter Corporate

Deposit - 10 03-Aug-20

Mahindra Logistics LimitedInter Corporate

Deposit - 15 23-Sep-20


Inter CorporateDeposit - 50 02-Nov-20



Mahindra Intertrade LtdInter Corporate

Deposit - 10 12-Nov-20


Inter CorporateDeposit - 7.5 20-Nov-20






Inter CorporateDeposit - 1.5 04-Dec-20












Inter CorporateDeposit - 8 24-Dec-20



35


Inter CorporateDeposit - 5 31-Dec-20


Inter CorporateDeposit - 2.25 01-Jan-21


Inter CorporateDeposit - 1 07-Jan-21

Mahindra Intertrade LtdInter Corporate

Deposit - 5 07-Jan-21








Inter CorporateDeposit - 1 02-Jul-21






Inter CorporateDeposit - 0.5 16-Jul-21









Mahindra First ChoiceWheels Limited
















MAHINDRA HOLIDAYS &RESORTS (I) LTD

Inter CorporateDeposit - 10 10-Feb-22



Mahindra Water Utilities LtdInter Corporate

Deposit - 3 10-Feb-22







36














Inter CorporateDeposit - 20 09-Mar-22


Inter CorporateDeposit - 5.25 11-Mar-22


























Inter CorporateDeposit - 5 01-Jun-22


Inter CorporateDeposit - 4.5 10-Jun-22















37





















Total 661

iii. Details of NCDs as on 31st March 2020 at Face value:

DebentureSeries ISIN

Tenor/Period ofMaturity Coupon

Amount(Rs. InCrs)

Date ofAllotment

Redemption Date/Schedule

CreditRating

Secured# /Unsecured

MRHFL-BBB (Sub

Debt)INE950O08014 10 years 9.50% 25 29-Apr-15 29-Apr-25

Care /Indiarating

Unsecured

MRHFL-CCC (Sub

Debt)INE950O08022 10 years 9.25% 35 13-Oct-15 13-Oct-25

Care /Indiarating

Unsecured

MRHFL-DDD (Sub

Debt)INE950O08030 10 years 9.10% 15 29-Apr-16 29-Apr-26

Care /Indiarating

Unsecured

MRHFL-EEE (Sub

Debt)INE950O08048 10 years 8.90% 30

05-May-16

05-May-26

Indiarating

Unsecured

MRHFL-FFF(Sub Debt)

INE950O08055 10 years 9.10% 1506-May-

1606-May-

26

Care /Indiarating

Unsecured

MRHFL-GGG (Sub

Debt)INE950O08063 10 years 9.10% 6

18-May-16

18-May-26

Care /Indiarating

Unsecured

MRHFL-HHH (Sub

Debt)INE950O08071 10 years 9.10% 10

20-May-16

20-May-26

Care /Indiarating

Unsecured

MRHFL-III(Sub Debt)

INE950O080899 Years

364 Days9.10% 4

30-May-16

29-May-26

Care /Indiarating

Unsecured

MRHFL-JJJ(Sub Debt)

INE950O080979 Years

364 Days8.99% 25 25-Jul-16 24-Jul-26

Care /India

Unsecured



38

rating

MRHFL-KKK (Sub

Debt)INE950O08105 10 years 8.40% 17 24-Nov-16 24-Nov-26

Indiarating

Unsecured

MRHFL-AAA2017

(Sub Debt)INE950O08113 7 years 8.40% 10

17-May-17

17-May-24

Care /Indiarating

Unsecured

MRHFL-BBB2017(Sub Debt)

INE950O08121 10 years 8.50% 1019-May-

1719-May-

27

Care /Indiarating

Unsecured

MRHFL-CCC2017(Sub Debt)

INE950O081399 Years

363 Days8.50% 25

30-May-17

28-May-27

Care /Indiarating

Unsecured

MRHFL-DDD2017(Sub Debt)

INE950O08147 10 years 8.50% 5015-Jun-

1715-Jun-

27

Care /Indiarating

Unsecured

MRHFL-AAA2018

(Sub Debt)INE950O08154 10 years 9.40% 35 07-Aug-18 07-Aug-28

Crisil /Indiarating

Unsecured

MRHFL-AAA2019

(Sub Debt)INE950O08162 10 years 9.00% 100 21-Jan-20 21-Jan-30

Indiarating/CRISIL

Unsecured

MRHFL-AA2016

INE950O07016 5 Years 8.75% 503-May-

1603-May-

21

Care /Indiarating

Secured

MRHFL-BB2016

INE950O07024 5 Years 8.90% 3007-Jun-

1607-Jun-

21

Care /Indiarating

Secured

MRHFL-FF2016

INE950O07065 5 Years 8.10% 25 22-Nov-16 22-Nov-21Care /Indiarating

Secured

MRHFL-II2016 @

INE950O070993 Years44 Days

ZeroCoupon(8.25 pa

XirrBasis)

6503-Mar-

1716-Apr-20

Indiarating

Secured

MRHFL-JJ2016 @

INE950O071073 Years37 Days

ZeroCoupon(8.25 pa

XirrBasis)

88.510-Mar-

1716-Apr-20

Indiarating

Secured

MRHFL-LL2016

INE950O071239 Years

364 Days8.30% 10

27-Mar-17

26-Mar-27

Care /Indiarating

Secured

MRHFL-AA2017

INE950O07149 5 Years 8.25% 2524-May-

1724-May-

22

Indiarating/CRISIL

Secured

MRHFL-BB2017

INE950O071566 Years

234 Days8.27% 60

26-May-17

15-Jan-24India

rating/CRISIL

Secured

MRHFL-CC2017

INE950O071642 Years

355 Days8.10% 115

07-Jun-17

27-May-20

Indiarating

Secured

MRHFL-DD2017

INE950O071722 Years

364 Days7.76% 10

28-Jun-17

26-Jun-20

Indiarating

Secured

MRHFL-FF2017

INE950O071985 Year

223 Days7.82% 120 11-Aug-17

22-Mar-23

Indiarating/CRISIL

Secured



39

MRHFL-GG2017

INE950O072062 Year

359 Days7.86% 100 13-Oct-17 06-Oct-20

Indiarating

Secured

MRHFL-HH2017

INE950O072144 Year

363 Days8.20% 25 22-Jan-18 20-Jan-23 CRISIL Secured

MRHFL-II2017

INE950O072223 Year 2

Days8.56% 50

23-Mar-18

25-Mar-21

Indiarating

Secured

MRHFL-JJ2017

INE950O072303 Year 34

Days8.55% 100

27-Mar-18

30-Apr-21Indiarating

Secured

MRHFL-AA2018

INE950O07248 10 Years 9.18% 35.1001-Jun-

1801-Jun-

28

Indiarating/CRISIL

Secured

MRHFL-BB2018

INE950O072552 Years

361 Days9.00% 85

08-Jun-18

04-Jun-21

Indiarating

Secured

MRHFL-CC2018

INE950O072635 years

271 Days9.25% 75

25-Jun-18

22-Mar-24

Indiarating/CRISIL

Secured

MRHFL-DD2018

INE950O072713 years30 days

##300

29-Jun-18

29-Jul-21Indiarating

Secured

MRHFL-EE2018

INE950O072892 years

362 Days9.06% 60 25-Jul-18 22-Jul-21

Indiarating

Secured

MRHFL-FF2018

INE950O072974 years

332 Days8.51% 160 01-Aug-18

29-Jun-23

Indiarating

Secured

MRHFL-EE2018^@ INE950O07289

2 years320 Days

9.06% 27 05-Sep-18 22-Jul-21Indiarating

Secured(Reissuance)

MRHFL-GG2018

INE950O073052 years

347 Days9.75% 56 15-Oct-18 27-Sep-21

Indiarating

Secured

MRHFL-GG2018^@ INE950O07305

2 years337 Days

9.75% 10 25-Oct-18 27-Sep-21Indiarating

Secured(Reissuance)

MRHFL-HH2018

INE950O073131 years

363 Days8.85% 15

28-Mar-19

26-Mar-21

CRISIL Secured

MRHFL-AA2019

INE950O073211 years

363 Days

ZeroCoupon(8.50 pa

XirrBasis)

15027-Jun-

1925-Jun-

21Indiarating

Secured

MRHFL-BB2019

INE950O07339 371 Days 8.17% 200 23-Dec-19 28-Dec-20Indiarating

Secured

Total 2413.6^ Reissuance Issuance# Security - Paripassu Mortgage of property situated in pune and exclusive charge onBooks Debts and Future Receivables originating from loan contracts and owned Assets tothe extent of 100% of Debenture Outstanding.*Credit Rating – The present rating of NCDs of the company is IND AA+ / Stable by IndiaRatings & Research Pvt. Ltd., CARE AA+ / Stable by CARE Ratings, & CRISIL AA+ /Stable by CRISIL

## IDFC Bank 3m MCLR plus Spread of 60 bps.Note: @ Debentures issued at premium or discount (including reissuance)



40

iv. Top Ten Debenture holders as on 31st March 2020:

SrNo Name of Debenture Holders

Face value(Outstanding - Rs. Inlakhs)

1 SBI Mutual Fund 72050

2 IDFC FIRST BANK LIMITED 30000

3 INTERNATIONAL FINANCE CORPORATION 16000

4 TECH MAHINDRA LIMITED 15000

5 POSTAL LIFE INSURANCE FUND A/C SBIFMPL 10500

6 RURAL POSTAL LIFE INSURANCE FUND A/C SBIFMPL 10000

6ICICI PRUDENTIAL FIXED MATURITY PLAN - SERIES 82-

10000

6 CITIBANK N.A 10000

7THE LARSEN AND TOUBRO OFFICERS ANDSUPERVISORY STAFF PROVIDENT FUND

7750

8AGRICULTURE INSURANCE COMPANY OF INDIALIMITED

7500

9 INSURANCE INSTITUTE OF INDIA 5500

10BOCHASANWASI SHRI AKSHAR PURUSHOTTAMSWAMINARAYAN SANSTHA

5000

v. The amount of corporate guarantee issued by the Issuer along withname of the counterparty (like name of the subsidiary, JV entity, groupcompany, etc) on behalf of whom it has been issued.

NIL

vi. Details of Commercial Paper:The total Face Value of Commercial Papers Outstanding as on 31st March 2020:

Maturity DateAmt Outstanding at Face Value

(Rs.. in Lacs)

NA NilTotal Nil

vii. Details of Rest of the borrowing ( if any including hybrid debt likeFCCB, Optionally Convertible Debentures / Preference Shares ) as on31st March 2020:

PartyName (in

case of

Facility)/inst

rument Name

Typeof

Facility/

Instrume

nt

Amt

Sanctioned

/Issued

Principal

Amt

outstandin

g

Repaym

entDate

/

Schedule

Credit

Rating

Secure

d/

Unsecured

Secur

Ity

NA



41

viii. Details of all default/s and/or delay in payments of interest andprincipal of any kind term of term loans, debt securities and otherfinancial indebtedness including corporate guarantee issued by thecompany, in the past 5 years.

The Company has been servicing its existing Term Loan on timelybasis. Company has been paying all interest and principal on due dateon Term Loans. No default has been commited by the company in thisregard and there are no overdues or defaults on company’s debt.

ix. Details of any outstanding borrowings taken / debt securities issuedwhere taken / issues (i) for consideration other than cash, whether inwhole or part, (ii) at a premium or discount {Please refer note below“g” iii section}, or (iii) in pursuance of an option;

The company does not have outstanding borrowings/ not issued anySecurities for consideration otherwise than for cash.

h. Details of Promoters of the Company:

i. Details of Promoter Holding in the Company as on 31st March 2020.

Sr

No

Name of the

Shareholders

Total No

Of Equity

Shares

No of

Shares in

demat

form

Total

shareholding

as % of total

no of equity

shares

No of

Shares

Pledged

% of

Shares

Pledged

with

respect to

shares

1

Mahindra &

Mahindra

Financial

Services Limited

(including 12

shares held

jointly with

nominees) as on

31st March,

2020

12,09,52,678*12,09,52,678

*98.43 NIL N.A.

* Includes two shares jointly held with nominees.

i. Abridged version of audited consolidated financial information: NA



42

j. Abridged version of audited standalone financial information:

Audited Balance Sheet as at 31st March, 2020 (As per IND-AS) (Rs. inLakhs)

Particulars As at 31 March2020

ASSETS

Financial Assets

Cash and cash equivalents 9,238.78

Loans 787,008.00

Investments 11,509.35

Other Financial assets 353.03

808,109.16

Non-financial Assets

Current tax assets (Net) 528.62

Deferred tax Assets (Net) 8,448.75

Property, Plant and Equipment 5,294.35

Other Intangible assets 47.50

Other non-financial assets 1,342.57

15,661.79

TOTAL ASSETS 823,770.95

LIABILITIES AND EQUITY

LIABILITIES

Financial Liabilities

I)Trade Payables

i) total outstanding dues of micro enterprises and smallenterprises

0.07

ii) total outstanding dues of creditors other than microenterprises and small enterprises

4,909.81

II) Other Payables -

i) total outstanding dues of creditors other than microenterprises and small enterprises

20.25

Debt Securities 199,973.34

Borrowings (Other than Debt Securities) 418,904.33

Subordinated Liabilities 41,015.78

Other financial liabilities 31,133.71

695,957.29

Non-Financial Liabilities

Current tax liabilities (Net) 345.84

Provisions 2,093.21

Deferred tax liabilities (Net) -



43

Other non-financial liabilities 560.46

2,999.51

EQUITY

Equity Share capital 12,144.25

Other Equity 112,669.90

124,814.15

TOTAL LIABILITIES & EQUITY 823,770.95

AUDITED STANDALONE BALANCE SHEETAs per IND-AS (Rs. in lakhs)

Particulars As at 31 March2019

ASSETS

Financial Assets

Cash and cash equivalents 2,982.62

Loans 768,924.90

Other Financial assets 315.10

772,222.62

Non-financial Assets

Current tax assets (Net) 402.53

Deferred tax Assets (Net) 7,404.97

Property, Plant and Equipment 2,454.43

Other Intangible assets 115.71

Other non-financial assets 542.88

10,920.52

TOTAL ASSETS 783,143.14

LIABILITIES AND EQUITY

LIABILITIES

Financial Liabilities

Trade Payables

i) total outstanding dues of micro enterprises and smallenterprises

-

ii) total outstanding dues of creditors other than microenterprises and small enterprises

4,963.26

II) Other Payables -

Debt Securities 239,650.58

Borrowings (Other than Debt Securities) 362,919.09

Subordinated Liabilities 31,024.26



44

Other financial liabilities 29,793.84

668,351.03

Non-Financial Liabilities

Current tax liabilities (Net) -

Provisions 1,742.90

Deferred tax liabilities (Net) -

Other non-financial liabilities 340.94

2,083.84

EQUITY

Equity Share capital12,130.14

Other Equity 100,578.13

112,708.27

TOTAL LIABILITIES & EQUITY 783,143.14

AUDITED STANDALONE BALANCE SHEETAs per I-GAAP (Rs. in lakhs)

Particulars As of Mar 31, 2018EQUITY AND LIABILITIES:

Shareholders' Funds :Capital 10,813.22Reserves & Surplus 62,590.36

Total Shareholders’ Funds 73,403.58

Non Current Liabilities :Long Term Borrowings 3,91,766.78Long Term Provisions 8,404.30Total Non Current Liabilities 4,00,171.08

Current Liabilities :Short Term Borrowings 84,318.23Trade Payables 4,337.15Other Current Liabilities 58,750.07Short Term Provisions 14,815.91

Total Current Liabilities 1,62,221.36

Total Equity and Liabilities 6,35,796.02

ASSETS:Non Current Assets:Fixed Assets:a) Tangible Assets 1,797.87b) Intangible assets 45.79c) Capital Work-In-Progress -



45

Total Fixed Assets 1,843.66Deferred Tax Asset (Net) 1,862.15Long Term Loans & Advances 4,54,244.17Other Non Current Asset 136.38Total Non Current Assets 4,58,086.36

Current Assets:

Cash and Cash Equivalents 5,577.07Short Term Loans & Advances 1,71,516.48Other Current Asset 616.11Total Current Assets 1,77,709.66

Total Assets 6,35,796.02

Audited Statement of Profit and Loss for the period ended March 31, 2020,

As per IND-AS (Rs. in Lakhs)Particulars Year ended

31 March 2020

INCOME

Revenue from operations 152,253.52

Other income 506.99

TOTAL INCOME 152,760.51

EXPENSES

Finance costs 59,499.68

Fees and commission expense 200.05

Impairment on financial instruments 26,112.52

Employee benefits expenses 30,659.74

Depreciation and amortization 1,695.74

Others expenses 14,032.86

TOTAL EXPENSES 132,200.59

Profit before tax 20,559.92

Tax expense :

(i) Current tax 6,850.00

(ii) Deferred tax (1,025.98)

(iii) (Excess) / Short Provision for Income Tax - earlieryears

(119.80)

5,704.22

Profit for the year* 14,855.70

*The Company has considered an additional charge of Rs 15,451.93 lakhs due to amanagement overlay, to reflect deterioration in the macroeconomic outlook (Covid-19)



46

AUDITED STANDALONE STATEMENT OF PROFIT & LOSS

As per IND-AS (Rs. in lakhs)Particulars Year ended

31 March 2019INCOME

Revenue from operations 138,367.09

Other income 27.62

TOTAL INCOME 138,394.71

EXPENSES

Finance costs 51,756.96

Fees and commission expense 111.56

Impairment on financial instruments 8,108.76

Employee benefits expenses 26,277.65

Depreciation and amortization 1,059.72

Others expenses 14,463.67


Profit before tax 36,616.39

Tax expense :

(i) Current tax 9,950.00

(ii) Deferred tax 1,407.73

(iii) (Excess) / Short Provision for Income Tax - earlieryears

211.78

11,569.51

Profit for the year 25,046.88

As per I-GAAP (Rs. in lakhs)Particulars Fiscal Year 2018

INCOME :

Revenue from Operations 99,995.49

Other Income 6.32

TOTAL REVENUE 1,00,001.81

EXPENSES :

Employee Benefits Expense 19,161.45

Finance cost 38,328.23

Depreciation &Amortisation 783.95

Provisions & Write Off's 8,916.93



47

Other Expenses 10,352.13


PROFIT BEFORE TAX 22,459.12

Tax Expense

1) Current tax 8,330.002) Deferred tax (453.76)3) Short Provision for Income Tax - earlier years 37.00

PROFIT/(LOSS) FOR THE PERIOD 14,545.88

Audited Cash Flow Statement for the period ended March 31, 2020,As per IND-AS (Rs. in lakhs)

ParticularsYear ended

31 March 2020

CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxes 20559.92

Add/(Less): Adjustments For

Depreciation and amortisation expense 1695.74

Impairment on financial instruments 26683.24

Loss/ (profit) on sale of fixed assets 3.28Employee compensation expense on account of ESOPscheme 233.61

Acturial gain/(loss) on defined benefits

Dividend income from investment in mutual funds -243.16

Profit on sale of investments in mutual funds -487.42

Interest on Lease Liability 320.37

Intrest on deposits with banks -8.27

Net gain / (loss) on financial instruments at FVTPL -2.08

Operating profit before working capital changes (I) 48755.23

Working capital changes

Increase in Loans -44766.34

Other financial assets -37.93

Other non-financial assets -722.08

Trade Payable -33.13

Other liabilities 71.01

Provision 217.63

TOTAL (II) -45270.84

Cash used in operations 3484.39

Income tax paid -6510.45

NET CASH USED IN OPERATING ACTIVITIES (A) -3026.06

CASH FLOW FROM INVESTING ACTIVITIESPurchase of property, plant and equipment and intangibleassets -772.91

Proceeds from sale of property, plant and equipment 23.43



48

Purchase of investments -525833.66

Proceeds from sale of investments 514326.39

Interest from term deposits with banks 8.27

Dividend received from investment in mutual funds 730.58

NET CASH USED IN INVESTING ACTIVITIES (B) -11517.90

CASH FLOW FROM FINANCING ACTIVITIES

Issue of equity shares -

Debt securities issued 137000

Debt securities repaid -178500

Subordinated liabilities issued 10000

Subordinated liabilities repaid -

Borrowings other than debt securities issued 306100

Borrowings other than debt securities repaid -250068.61

Dividend paid including dividend distribution tax -2963.07

Principal Portion of Lease Liability -768.20NET CASH GENERATED FROM FINANCING ACTIVITIES(C) 20800.12

NET INCREASE / (DECREASE) IN CASH AND CASHEQUIVALENTS (A+B+C) 6256.16

Cash and Cash Equivalents at the beginning of the year 2982.62

CASH AND CASH EQUIVALENTS AT THE END OF THEYEAR (refer note 3) 9238.78

AUDITED STANDALONE CASH FLOW STATEMENTAs per IND-AS (Rs. in lakhs)

ParticularsYear ended

31 March 2019

CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxes 36616.39

Add/(Less): Adjustments For

Depreciation and amortisation expense 1059.72

Impairment on financial instruments 8108.76

Loss/ (profit) on sale of fixed assets 4.88Employee compensation expense on account of ESOPscheme 175.54

Acturial gain/(loss) on defined benefits

Dividend income from investment in mutual funds -123.34

Profit on sale of investments in mutual funds -11.77

Operating profit before working capital changes 45830.18

Working capital changes

Increase in Loans -176781.99

Other financial assets -87.48

Other non-financial assets 449.69

Trade Payable 320.49

Other liabilities 17604.19

Provision -246.36

Cash used in operations -112911.28



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Income tax paid -10393.29

NET CASH USED IN OPERATING ACTIVITIES (A) -123304.57

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed and intangible assets -1659.34

Proceeds from sale of property, plant and equipment 15.02

Profit on sale of investments in mutual funds 11.77

Dividend received from investment in mutual funds 123.34

NET CASH USED IN INVESTING ACTIVITIES (B) -1509.21

CASH FLOW FROM FINANCING ACTIVITIESIssue of equity shares (net of issue expenses for 31 March2019: Rs. 16.30 Lakhs and for 31 March 2018: Rs. 13.00Lakhs) 15217.30

Debt securities issued 325810

Debt securities repaid -247000

Subordinated liabilities issued 3500

Subordinated liabilities repaid -700

Borrowings other than debt securities issued 263500

Borrowings other than debt securities repaid -235891.78

Dividend paid including dividend distribution tax -2216.19NET CASH GENERATED FROM FINANCING ACTIVITIES(C) 122219.33

NET INCREASE / (DECREASE) IN CASH AND CASHEQUIVALENTS (A+B+C) -2594.45

Cash and Cash Equivalents at the beginning of the year 5577.07

CASH AND CASH EQUIVALENTS AT THE END OF THEYEAR (refer note 3) 2982.62

AUDITED STANDALONE CASH FLOW STATEMENTAs per IGAAP (Rs. in lakhs)

Particulars Year ended31 March 2018

Profit before taxes and contingencies and exceptional items 22,459.12

Add/(Less) : Adjustment For

Depreciation and amortisation expenses 783.95

Loss on Termination 1,895.66

Loss/ (profit) on sale of fixed assets 0.41

Provision for Non Performing Assets 6,729.08

General Provision for Standard Assets 292.19

Dividend Income -0.09

Operating profit before working capital changes 32,160.32

Less: (Increase) / decrease in loans and advances -1,44,698.96

Add : Increase in current liabilities -31,060.52

Cash generated from /(used in) operations -1,43,599.16

Advance taxes paid -8,672.01



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Net Cash Generated from/ (Used In) Operating Activities(A)

-1,52,271.17

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets / Software -1,255.29

Sale of fixed assets 21.05

Dividend Received 0.09

Net Cash Generated from/ (Used In) Investing Activities(B)

-1,234.15

CASH FLOW FROM FINANCING ACTIVITIES

Issue of Equity Shares (net of issue expenses) 12,987.00

Proceeds from long-term borrowings 2,09,578.35

Repayment of long-term borrowings -81,069.72

Proceeds from short-term borrowings 4,19,032.00

Repayment of short-term borrowings -3,89,850.00

Increase / (Decrease) in short-term borrowings (net) -11,500.18

Dividend paid on equity shares -1,426.98

Tax on equity dividend paid -290.53

Net Cash Generated from/ (Used In) Financing Activities(C)

1,57,459.94

Net increase/(decrease) in cash and cash equivalents(A + B + C) 3,954.62Cash and cash equivalents at the beginning of theyear 1,622.45Cash and cash equivalents at the end of the year 5,577.06

k. Material Event / Development

There are No material events/developments or change at the time of issuance ofthis document which may affect the issue or the investor’s decision toinvest/continue to invest in debt securities.

l. Name of the Debenture Trustees

The Company has appointed, Axis Trustee Services Ltd as Debenture Trusteesregistered with SEBI, for the holders of the Debentures (hereinafter referred to as‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and theTrustees in respect of the Debentures.

The Debenture holders shall, without any further act or deed, be deemed to haveirrevocably given their consent to and authorized the Trustees or any of theirAgents or authorized officials to do, inter alia, all such acts, deeds and thingsnecessary in respect of or relating to the security to be created for securing theDebentures being offered in terms of this Memorandum of Private Placement. Allrights and remedies under the Debenture Trust Deed and/or other securitydocuments shall rest in and be exercised by the Trustees without having it referred



51

to the Debenture holders. Any payment made by the Company to the Trustees onbehalf of the Debenture holder(s) shall discharge the Company pro tanto to theDebenture holder(s).Company reserves the right to appoint any other other SEBI registered Trustee.

m. Rating Rationale Adopted by Rating Agencies

India Ratings and Research Private Limited has assigned IND AA+ rating withStable outlook to our Long Term NCDs and Subordinated Debt.

The rating letter by India Ratings has been appended.

CARE has assigned CARE AA+ rating with Stable outlook to our Long Term NCDsand Subordinated Debt

The rating letter by CARE Ratings has been appended.

CRISIL has assigned CRISIL AA+ rating with Stable outlook to our Long Term NCDsand Subordinated Debt

The rating letter by CRISIL Ratings has been appended.

n. If the Security is backed by a guarantee or letter of comfort or anyother document / letter with similar intent, a copy of the same shallbe disclosed.

Not Applicable.

o. Copy of Consent letter from Debenture Trustee

A Copy of the consent letter from Debenture Trustee has been appended

p. Listing

The aforesaid debentures of the company are proposed to be listed on thewholesale debt market segment of The Bombay Stock Exchange Ltd. (BSE Ltd).

q. Other details

i. Debenture Redemption Reserve (DRR)

As per Companies Act 2013 and Rule 18(7)(b)(ii) of Companies (Share Capital andDebentures) Rules, 2014, made thereunder, NO DRR is required in case of privatelyplaced debentures issued by Housing Finance Companies registered with NationalHousing Bank.

ii. Issue / instrument specific regulation

The Debentures are governed by and will be construed in accordance with the IndianLaw. The Issuer, the Debentures and Issuer’s obligations under the Debentures shall,at all times, be subject to the directions of the National Housing Bank (NHB), ReserveBank of India (RBI), Securities & Exchange Board of India (SEBI), Stock Exchanges,Companies Act, 2013 and other applicable laws and regulations from time to time. TheDebenture-holders, by purchasing the Debentures, agree that the Mumbai High Courtshall have exclusive jurisdiction with respect to matters relating to the Debentures /Subordinate Debt.



52

Over and above, the said debentures shall be subject to the term and conditionsas contained in the offer letter /term sheet, application form and the DebentureTrust Deed / Trustee Agreement.

Clarificatory Note: NHB/RBI/SEBI or any other regulation /directions/instructionsetc shall prevail over terms of this Information Memorandum, and / or any term-sheetand/or relevant trust deed/agreement or any other related document.

Application Process:

Application for the Debentures

How to Apply

Applications for the Debentures must be made in the prescribed Debenture ApplicationForm which would be attached with the respective Issue term sheet and must be completedin block letters in English by investors. Debentures Application forms must be accompaniedby either a demand draft or cheque or Electronic transfer drawn or made payable in favourof "Mahindra Rural Housing Finance Ltd”.

In case of issuance is not through the Electonic Bidding Platform (EBP), the remittanceshould be made to the following account number of MRHFL

Bank Name & Address: HDFC Bank, NOVARTIS HOUSE, DR. ANNIE BESANT ROAD,WORLI, MUMBAI - 400 018

IFSC Code: HDFC0000240Bank Account No: 02400310006064Type of Account: Current Account

In case of issuance through the Electonic Bidding Platform (EBP), Successful Bidders totransfer funds from bank account(s) registered with BSE BOND to the bank account ofICCL to the extent of funds payin obligation on or before 10:30 hours on the pay-in date.The Designated Bank Accounts of ICCL are as under:

Bank: ICICI Bank LimitedBeneficiary Name: INDIAN CLEARING CORPORATION LTDAccount Number: ICCLEBIFSC Code: ICIC0000106Mode: NEFT/RTGS

Bank: YES Bank LimitedBeneficiary Name: INDIAN CLEARING CORPORATION LTDAccount Number: ICCLEBIFSC Code: YESB0CMSNOCMode: NEFT/RTGS

Bank: HDFC Bank LimitedBeneficiary Name: INDIAN CLEARING CORPORATION LTDAccount Number: ICCLEBIFSC Code: HDFC0000060Mode: NEFT/RTGS



53

For each issue, separate funds payment instructions should be given by theparticipants.Funds payment for each issue has to be initiated separately. The funds shouldnot be clubbe d for two different issues settling on the same day.

The full amount of the Issue price of the Debentures applied for has to be paid along withthe delivery of the fully completed and executed Debenture Application Form together withother applicable documents described below.

Cheques / demand drafts / Electronic transfer may be drawn on any bank which issituated and is a member or sub-member of the Banker’s Clearing House located atMumbai. Investors are required to make payments only through Cheque /demanddrafts / Electronic transfer payable at Mumbai.

The Issuer assumes no responsibility for any applications / cheques / demand draftslost in mail or in transit.

Who can apply

Only eligible Investors who have been specifically addressed through a communicationby or on behalf of the company directly are eligible to apply. The following categories ofinvestors (not an exhaustive list) may apply for the debentures, subject to fulfillingtheir respective investment norms by submitting all the relevant documents along withthe application form.

Banks

Mutual Funds

Companies registered in India

Insurance Companies

Non-Banking Financial Companies (NBFCs) and Residuary NBFCs

Bodies Corporate

Limited Liability Partnerships

Foreign Institutional Investors

Foreign Portfolio Investors

Financial Institutions

Foreign Financial Institutions

Foreign Companies

Venture Capital Funds

Alternative Investment Funds

Individuals

Hindu Undivided Family

Association of Persons

Qualified Institutional Buyers as defined under the SEBI (Issue ofCapital and Disclosure Requirements) Regulation, 2009

Trusts

Pension Fund

Gratuity Fund

Provident Fund

Superannuation Fund

Multilateral Agencies

Any other investor may be permitted under applicable Legislation /Regulations.



54

All Investors are required to comply with the relevant the regulations/ guidelines applicableto them for investing in the issue of Debentures.

Application by Banks / Corporate Bodies / Mutual Funds / FIs / Trusts /Statutory Corporations.

The applications must be accompanied by certified true copies of (i) Memorandum andArticles of Association / Constitution / Bye-laws / Trust Deed (ii) Resolutionauthorizing investment and containing operating instructions, (iii) Specimensignatures of authorized signatories, (iv) Necessary form for claiming exemption fromdeduction of tax at source on interest. Application made by Asset ManagementCompany or custodian of Mutual Fund shall clearly indicate the name of theconcerned scheme for which application is being made.

Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case maybe along with the names and specimen signatures of all authorised signatories mustbe lodged along with the submission of the completed Debenture Application form.Further modifications/additions in the power of attorney or authority should bedelivered to the Issuer at Corporate Office.

Interest on Application Money

Interest on application money (if any) at the applicable coupon rate (or as notified inthe term sheet) will be paid via interest cheques / credit to the allottee’s bank accountthrough electronic transfer. Such interest will be paid for the period commencing fromthe date of realization of the cheque(s) / demand drafts(s) / RTGS up to but excludingthe Deemed Date of Allotment. The interest cheques / instruction to credit allottee’sbank acount for the interest payable on application money will be dispatched byRegistered Post/ Courier / hand delivery within two working days from the DeemedDate of Allotment. The payment will be subject to deduction of tax at source at therates prescribed under the provisions of the Income Tax Act, 1961 or any otherstatutory modification or re-enactment thereof. Such interest would be paid on all thevalid applications.

Tax exemption certificates, if applicable, in respect of non-deduction of tax on intereston application money must be submitted along with the Debenture Application Form.It is clarified that interest shall not be paid on invalid and incomplete applications.

PAN / GIR No:

All Applicants should mention their Permanent Account number (PAN) allotted underIncome Tax Act, 1961 or where the same has not been allotted, the GIR Number andthe IT Circle/Ward/District should be mentioned. In case where neither the PAN northe GIR number has been allotted, or the applicant is not assessed to Income Tax, thefact of such a non allotment should be mentioned in the application form. Applicationswithout this will be considered incomplete and are liable to be rejected.

Basis of Allotment

The Issuer has sole and absolute right to allot the Debentures to any applicant.

Right to Accept or Reject Applications

The Issuer is entitled at its sole and absolute discretion to accept or reject anyapplication, in part or in full, without assigning any reason. Debenture ApplicationForms that are not complete in all respects shall be rejected at the sole and absolute



55

discretion of the Issuer. The rejected applicant(s) willl be intimated along with therefund warrant(s) within 15 days of the closure of the issue.

Basic Terms of The Present Offer/ Purchase

Authority for the Placement

This private placement of Secured / Unsecured Redeemeable Non ConvertibleDebentures (subordinated or not) is being made pursuant to the special resolution ofshareholders dated 18th July 2019 authorising the board to borrow monies by way ofissue of Non Convertible debentures and resolution of the Board of Directors passed atits meeting held on 08th May, 2020 which has approved the placement of Debenturesaggregating upto Rs.8000 Crores, comprising of amount to be borrowed through issueof Non Convertible Debentures upto a limit not exceeding Rs.7200 Crores (Secured Rs6500 Crores and Unsecured Rs 700 Crores) and in the form of subordinated debtupto a limit of Rs.800 crores. The present issue of Rs. XXX Crores is within the overalllimit approved by special resolution passed on 18th July 2019 by shareholders,according their consent to the Board of Directors of the Company to borrow moniesfrom time to time up to a limit of Rs 17000 Crores. The borrowings under theseDebentures will be within the prescribed limits as aforesaid.

Subordinated debt

Subordinated debt means an instrument, which is fully paid up, is unsecured and issubordinated to the claims of other creditors and is free from restrictive clauses and isnot redeemable at the instance of the holder or without the consent of the supervisoryauthority of HFC.

Clarificatory Note: NHB/RBI/SEBI regulation /directions/instructions etc shall prevailover terms of this Information Memorandum and /or relevant term-sheet and/or trustdeed/agreement or any other related document.

Rights of Debenture-holders

Debentureholders do not carry any rights regarding voting, dividend, lien on shares.

Market Lot

The market lot will be 1 Debenture and in multiples of 1 thereafter.

Minimum Subscription

10 debentures and in multiples of 1 thereafter

Record Date

The record date for determining eligibility for interest / principal payments shall bementioned in the respective Term Sheet. Interest / Principal will be paid to the personwhose name appears in the Register of Debentureholders as sole / first Debentureholder or as per the list of beneficiaries provided by the Depository as on the recorddate. In case of delay in lodgment of the instrument of transfer, all claims on interest /principal shall be inter-se between the transferor and transferee.

Place and Currency of Payment



56

All obligations under these Debentures are payable at Mumbai in Indian Rupees only.

Payment of Interest

Interest will be paid only to the Debenture holders registered in the Register ofDebenture holders of the Issuer, which shall be maintained at the Corporate Office ofthe Issuer at Mumbai or to the debenture holder(s) whose names appear in the list ofBeneficial Owners furnished by NSDL/CDSL to the company as on the Record date forthis purpose.

In the case of joint holders, interest shall be payable to the first named Debentureholder. The persons whose names are registered in the Register of Debenture holdersor NSDL/CDSL record on that date shall be entitled to receive the interest for thepreceding interest period. For the purpose of registering a transfer of Debentures priorto the Record Date, the Debenture certificate(s)/letter(s) of the allotment, a dulystamped transfer deed and all supporting documents must reach the Issuer at itsCorporate Office at least seven days before the Record Date. In case of the Debenturesin demat mode the provisions of NSDL/CDSL would be complied by the Registrar &Transfer Agent for facilitating interest payment by the Issuer Company on Due date.

The interest shall be calculated on Actual/Actual basis, i.e In case of a leap year, ifFebruary 29 falls during the tenor of a security, then the number of days shall bereckoned as 366 days (Actual/Actual day count convention) for a whole one yearperiod, irrespective of whether the interest is payable annually, half yearly, quarterlyor monthly etc. It is thus emphasized that for a half yearly interest payment, 366 dayswould be reckoned twice as the denominator; for quarterly interest, four times and for

monthly interest payment, twelve times.The interest warrant will be payable at par atMumbai only. Please refer the illustration mentioned at the end of Section A

Redemption

The payment of the redemption amount of the Debentures will be made by theCompany to the Registered Debentureholders recorded in the books of the Companyand in the case of joint holders, to the one whose name appears first in the Register ofDebentureholders as on the record date. In the event of the Company not receiving anynotice of transfer along with the original Debenture certificates, before the record date,the transferee(s) for the Debenture(s) shall not have any claim against the Company inrespect to the amount so paid to the Registered Debentureholders.

On the final maturity date, the Debentures held in the physical form will be redeemedby the Company as a legal discharge of the liability of the Company towards theDebentureholders and the applicant has to surrender the duly discharged Debenturecertificates/letter of allotment to the Company by registered post withacknowledgement due or by hand delivery to the Company at the Corporate Office orto such other person(s) at such address as may be notified by the Company from timeto time, before the record date for redemption.

The Debentures held in the Dematerialized Form shall be taken as discharged onpayment of the redemption amount by the Company on maturity to the registeredDebentureholders whose name appears in the Register of Debentureholders on therecord date. Such payment will be a legal discharge of the liability of the Companytowards the Debentureholders. On such payment being made, the Company willinform NSDL/CDSL and accordingly, the depository account of the Debentureholderswith NSDL/CDSL will be debited.

The Company's liability to the Debentureholders towards all their rights including forpayment or otherwise shall cease and stand extinguished from the due dates of



57

redemption in all events. Further, the Company will not be liable to pay any interest orcompensation from the dates of such redemption.

On the Company dispatching the amount as specified above in respect of theDebentures, the liability of the Company shall stand extinguished.

The interest as well as the redemption payments shall be made through instrumentspayable at par at Mumbai or through RTGS / ECS / transfer instructions.

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modificationor re-enactment thereof will be deducted at source on the interest payable on thedebentures. Tax exemption certificate / document / form, under Section 193 of theIncome Tax Act, 1961, if any, must be lodged at the Corporate Office, at least thirtydays before the relevant interest payment becoming due.

Issue of Debentures in Dematerialized Form

The Company has made depository arrangements with National Securities DepositoryLimited (NSDL)/ Central Depository Services Limited (CDSL), for issue of theDebentures in the demat form. The investors will have the option to hold thedebentures in dematerialized form and deal with the same as per the provisions ofDepositories Act, 1996 and Rules as notified by NSDL/CDSL from time to time.

Unless the investors specifically request for physical debenture certificates all theDebenture Certificates will be issued in the dematerialized form and the investorsshould mention their Depository Participant's name, DP-ID and beneficiary accountnumber in the appropriate place in the application form. Debentures allotted tosuccessful allottee(s) having depository account shall be credited to their depositoryaccount against surrender of letter of allotment.

In case of incorrect details provided by the investors the Registrar will not credit thedebentures to the Depository Account until the details are corrected by the investors.

Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates

The Issuer will execute and dispatch or credit Letters of Allotment/ Allotment advice infavour of the allottees, not later than two days after the Deemed Date of Allotment.After completion of all legal formalities, the Issuer will issue the Debenturescertificate(s) / credit the Depository account of the allottee against surrender of theletter(s) of allotment within three month(s) of the Deemed Date of Allotment, or suchextended period subject to obtaining the approvals, if any. Interest at coupon rate willbe paid via interest warrants on the application money to the applicants. Suchinterest will be paid for the period commencing from the date of receipt of funds tillone day prior to the deemed date of allotment.

Right to Re-purchase and Re-issue the Debentures

The Company will have power, exercisable at its sole and absolute discretion from timeto time to repurchase a part or all of its Debentures from the secondary markets orotherwise at any time prior to the date of maturity as per the prevailingguidelines/regulations of Reserve Bank of India and other Authorities.

In the event of a part or all of its Debentures being repurchased as aforesaid orredeemed under any circumstances whatsoever, the Company shall have, and shall be



58

deemed always to have had, the power to reissue the Debentures either by reissuingthe same Debentures or by issuing other Debentures in their place.

Further the Company, in respect of such repurchased / redeemed Debentures shallhave the power, exercisable either for a part or all of those Debentures, to cancel, keepalive, appoint nominee(s) to hold or reissue at such price and on such terms andconditions as it may deem fit and as permitted by law.

The provisions of this clause shall not be applicable to any Subordinated Debtinstrument issued under this Information Memorandum, and the same shall besubject to relevant NHB / RBI regulation /directions / instructions etc.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/procedures as prescribed by the NSDL/CDSL, Depository Participant of the transferor/transferee and any other applicable laws and rules notified in respect thereof. Thenormal procedure followed for transfer of securities held in dematerialized form shallbe followed for transfer of these Debentures held in electronic form. The seller shouldgive delivery instructions containing details of the buyer’s DP account to his depositoryparticipant.The debentures shall be freely transferable subject to the applicable law and prevailingguidelines of Reserve Bank of India (RBI)/ National Housing bank (NHB) and Securitesand Exhange Board of India (SEBI). The transferee(s) should ensure that the transferformalities are completed prior to the Record Date. In the absence of the same, interestwill be paid/ redemption will be made to the person, whose name appears in therecords of the Depository. In such cases, claims, if any, by the transferee(s) wouldneed to be settled with the transferor(s) and not with the Company, and the Companyshall not be liable in this regard in any manner, whatsoever.

Succession

In the event of demise of a Registered Debenture holder of the Debentures, or the firstholder in the case of joint holders, the Issuer will recognize the executor oradministrator of the demised Debenture holder or the holder of succession certificateor other legal representative of the demised Debenture holder as the RegisteredDebentures holder of such Registered Holder’s Debentures if such a person obtainsprobate or letter of administration or is the holder of succession certificate or otherlegal representation, as the case may be, from a Court of India having jurisdiction overthe matter and delivers a copy of the same to the Issuer. The Issuer may in itsabsolute discretion, where it thinks fit, dispense with the production of the probate orletter of administration or succession certificate or other legal representation, in orderto recognize such holder as being entitled to the Debentures standing in the name ofthe demised debentures holder on production of sufficient documentary proof orindemnity. In case a person other than individual holds the debentures, the rights inthe debentures shall vest with the successor acquiring interest therein, includingliquidator or such any person appointed as per the applicable laws.

Modifications of Rights

The rights, privileges, terms and conditions attached to all Debentures may be varied,modified or abrogated with the consent, in writing, of those holders of the Debentureswho hold at least three-fourths of the outstanding amount of Debentures or with thesanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, carried by a majority consisting of not less than three-fourths of the personsvoting there upon a show of hands or, if a poll is demanded by a majority representingnot less than three-fourths in value of the votes cast on such poll, provided that



59

nothing in such consent or resolution shall be operative against the Issuer if the sameare not accepted in writing by the Issuer.

Notices

The notices, communications and writings to the Debenture holder(s) required to begiven by the Issuer shall be deemed to have been given if sent by Registered Post to theRegistered Debenture holder(s) at the address of the Debenture holder(s) registeredwith the Corporate Office.

All notices, communications and writings to be given by the Debenture holder(s) shallbe sent by Registered Post or by hand delivery to the Issuer at Corporate Office or tosuch persons at such address as may be notified by the Issuer from time to time andshall be deemed to have been received on actual receipt.

Rights of Debentureholders

The Debenture holder (s) shall not be entitled to any right and privileges ofshareholders other than those available to them under the Statutory Act. TheDebenture shall not confer upon the holders the right to receive notice(s) or to attendand to vote out any General Meeting(s) of the Company.

The rights of Debenture Holders of subordinated debt instruments shall be furthersubject to relevant NHB / RBI regulation/ directions / instructions etc.

Future Borrowings

The Company will be entitled to borrow/raise loans or avail of financial assistance inwhatever form including issue of Debentures/ other securities in any manner havingsuch ranking in priority, paripassu or otherwise and change the capital structureincluding the issue of shares of any class, on such terms and conditions as theCompany may think appropriate, without having any need to obtain the consent of, orintimation to, the Debenture holders or the Trustees in this connection.

Governing Laws and Jurisdiction

The Debentures are governed by and will be construed in accordance with the IndianLaw. The Issuer, the Debentures and Issuer’s obligations under the Debentures shall,at all times, be subject to the directions of the Reserve Bank of India (RBI)/NationalHousing Bank (NHB), Securities & Exchange Board of India (SEBI), Stock Exchangesand other applicable laws and regulations from time to time. The Debenture-holders,by purchasing the Debentures, agree that the Mumbai High Court shall have exclusivejurisdiction with respect to matters relating to the Debentures.Over and above, the said debentures shall be subject to the term and conditions ascontained in the offer letter /term sheet, application form and the Debenture TrustDeed / Trustee Agreement.

Material Contracts & documents

1. Board Resolution for re-appointment of Mr. Anuj Mehra as Managing Director andfor finalizing the terms of appointment of Mr. Mehra as Managing Director of theCompany was passed at the meeting of the Board of Directors held on 15th

January, 2020 subject to the approval of the shareholders.

2. Shareholders Resolution dated 18th July 2019 authorising the board to borrowmonies by way of issue of Non Convertible debentures



60

3. Board Resolution dated 08th May, 2020 authorizing issue of Non Convertibledebentures/subordinated debentures offered under terms of this DisclosureDocument

4. The Memorandum and Articles of Association of the company, as amended fromtime to time

5. Copy of Certificate of Incorporation of the company

6. Copy of Certificate of commencement of business.

7. Annual reports of the company for the last five financial years.

Prior Consent

The relevant consent if any from the previous debenture trustee shall be obtained andsubmitted to the debenture trustee before opening of issue of debenture, if applicable.

EVENTS OF DEFAULT

If one or more of the events specified herein (hereinafter called "the Event(s) of default")happen(s), the Trustees may, after giving a notice in writing to the company to remedythe breach or default and if after expiry of such period the breach or default is stillunremedied, by a notice in writing to the Company declare the principal of and allaccrued interest on the debentures to be due and payable forthwith and the securitycreated hereunder shall become enforceable:

(i) Default is committed in the payment of the principal amount of the Debentureson the due dates;

(ii) Default is committed in the payment of any instalment of interest on theDebentures on the due dates;

(iii) Interest amounting to at least Rs. 1,00,000/- shall have been in arrears andunpaid for 30 days after becoming due;

(iv) Default shall have occurred in the performance of any other covenants, conditionsor agreements on the part of the Company under this agreement and/or the

financial covenants (other than theobligation to pay the principal and interest orany other deed between the Company and the Debentureholders / Trustees andexcept, where the Trustees certify that such default is in their opinion incapableof remedy (in which case no notice shall be required) and such default shall havecontinued for a period of 30 days after notice in writing thereof has been given tothe Company by the Debentureholders / Trustees;

(v) Any indebtedness of the Company for borrowed monies i.e. indebtedness for andin respect of monies borrowed or raised (whether or not for cash consideration) bywhatever means (including acceptances, credits, deposits and leasing) becomesdue prior to its stated maturity by reason of default of the terms thereof or anysuch indebtedness is not paid at its stated maturity or there is a default inmaking payments due under any guarantee or indemnity given by the Companyin respect of the indebtedness of borrowed monies of any person;

(vi) Any information given by the Company in its application for Debentures, in thereports and other information furnished by the Company in accordance with thereporting system and the warranties given/deemed to have been given by theCompany to Debenture holders/ Trustees is misleading or incorrect in anymaterial respect.

(vii) If there is reasonable apprehension that the Company is unable to pay its debts orproceedings for taking it into liquidation, either voluntarily or compulsorily, maybe or have been commenced in respect thereof;



61

(viii) If the Company does not strive to ensure that Mortgaged Properties offered assecurity to the Trustees/ Debentureholders for the Debentures are not insured orkept insured or depreciate in value to such an extent that in the opinion of theDebentureholders / Trustees further security to the satisfaction ofDebentureholders / Trustees should be given and on advising the Company tothat effect such security has not been given to the Trustees to their satisfaction;

(ix) If, without the prior approval of the Trustees or Debentureholders, theSpecifically Mortgaged Premises or any assets charged to Debentureholders /Trustees are sold, disposed off, charged, encumbered or alienated or the saidbuildings, structures, plant and machinery or other equipment are removed,pulled down or demolished except in the ordinary course of business;

(x) The Company shall have voluntarily or involuntarily become the subject ofproceedings under any bankruptcy or insolvency laws or the Company isvoluntarily or involuntarily dissolved.

(xi) The Company is unable or has admitted in writing its inability to pay its debts asthey mature;

(xii) The Company has taken or suffered any action to be taken for its reorganisation,liquidation or dissolution;

(xiii) A receiver or a liquidator is appointed or allowed to be appointed for all or anypart of the undertaking of the Company;

(xiv) If an attachment or distraint has been levied on the mortgaged / chargedproperties or any part thereof or certificate proceedings have been taken orcommenced for recovery of any dues from the Company:

(xv) If extraordinary circumstances have occurred which make it improbable for thecompany to fulfil its obligations under these presents and / or the debentures;

(xvi) If in the opinion of Debentureholders / Trustees, the security hereby created is injeopardy.

(xvii) If, the Company is unable to pay its debts within the meaning of Section 434 ofthe Companies Act, or if the Company is carrying on business at a loss and itappears to the Trustees/ Debentureholders that the continuation of its businesswill endanger the security hereby created.

(xviii) If the Company ceases or threatens to cease to carry on its business or givesnotice of its intention to do so;

(xix) Any other event described as an Event of Default in the InformationMemorandum.

Provided that, the provisions of this clause shall not be applicable to subordinateddebt instruments, in so far they are inconsistent with NHB / RBI regulation /directions / instructions etc.

Creation of Charge / Security & Description of Property

In case of SECURED DEBENTURES, the redemption of the principal amount of thedebentures, payment of interest, remuneration of the Trustees, liquidated damagesand all costs, charges, expenses and other monies payable by the Company in respectof the debentures will be secured by a first paripassu Mortgage of property mentionedin First Schedule and exclusive charge on Books Debts and Future Receivablesoriginating form loan contracts and owned Assets to the extent of 100% of Debentureoutstanding stated in Part A of Second Schedule or as may be specify in respectivedebenture trust deed/Term sheet.

In case of delay in execution of Trust Deed and Charge documents, the Companywill refund the subscription with agreed rate of interest or will pay penal interest ofatleast 2% p.a. over the coupon rate till these conditions are complied with at theoption of the investor.



62

The First Schedule Above Referred To(Description of Immovable Property)

Office No. 101B carpet area admeasuring 205 Sq Ft on First Floor situated at C.S.T.No. 4534 & 4534/1 to 9, Chinchwad, in “Mayur Trade Center Phase-II” Pune - 19 inthe state of Maharashtra

The Second Schedule Above Referred To

Part A

Exclusive charge on Books Debts and Future Receivables originating form loancontracts such that the assets secured aggregates to 100% of the outstanding value ofdebentures and asset cover of 1.00 time at all times during the tenure of thedebentures and such asset shall include future receivables and Book Debts againstthe loan contracts originating in the course of business of the Borrower acquired / tobe acquired by the Borrower or other assets as periodically notified by the Company.The provisions of this clause shall not be applicable to subordinated debt, since it isunsecured in natureor as may be specify in respective debenture trust deed/Termsheet.

Default in Payment: In case of default in payment of Interest and/or principalredemption on the due dates, additional interest of atleast @ 2% p.a. over the couponrate will be payable by the Company for the defaulting period

Delay in Listing: In case of delay in listing of the debt securities beyond 20 daysfrom the deemed date of allotment, the Company will pay penal interest ofatleast 1 % p.a. over the coupon rate from the expiry of 30 days from the deemeddate of allotment till the listing of such debt securities to the investor.

Illustration of cash flows emanating from debt securities:

Company Mahindra Rural Housing Finance Limited

Face Value (per security) 10,00,000.00

Issue Date/Date of Allotment 03-02-2017

Redemption 21-12-2021

Coupon Rate 7.8420% p.a.

Frequency of the Interest Paymentwith specified dates

03/02/2018, 03/02/2019, 03/02/2020,21/12/2021

Day Count Convention Actual / Actual

Cash Flows DateNo. of days inPeriod

Amount (inRupees)

1st CouponSaturday, 03 Feb

2018365 78,420.00

2nd Coupon Sunday, 03 Feb 2019 365 78,420.003rd Coupon Monday, 03 Feb 2020 365 78,420.004th Coupon Monday, 21 Dec 2021 322 68,992.45

Principal Monday, 21 Dec 2021 322 100,00,00,000



63

* If the interest payment date falls on a holiday, the payment may be made on thefollowing working day however the dates of the future coupon payments would beas per the schedule originally stipulated at the time of issuing the security. Theinterest payment should be rounded to nearest rupee. If the maturity date falls ona holiday, redemption and accrued interest are payable on the immediatelyprevious business day. The Coupon payment /Redemption date convention will beas per SEBI Circular - CIR/IMD/DF-1/122/2016 dated November 11, 2016.

*In case of a leap year, if February 29 falls during the tenor of a security, then thenumber of days shall be reckoned as 366 days (Actual/Actual day countconvention) for a whole one year period, irrespective of whether the interest ispayable annually, half yearly, quarterly or monthly etc. It is thus emphasized thatfor a half yearly interest payment, 366 days would be reckoned twice as thedenominator; for quarterly interest, four times and for monthly interest payment,twelve times. The leap year convention will be as per SEBI Circular - CIR/IMD/DF-1/122/2016 dated November 11, 2016.

B. Issue Details

SecurityName XX% - Mahindra Rural Housing Finance Limited –XXXX

Issuer Mahindra Rural Housing Finance Limited

Type of Instrument Secured / Unsecured Redeemable Non convertibleDebentures (Subordinated or Not)

Nature of Instrument Secured / Unsecured

Seniority Senior or Subordinated

Mode of Issue Private Placement

Eligible Investors Individuals / Hindu Undivided Family / Turst /Limited Liability Partnership / Partnership Firm(s)/Portfolio Managers Registered with SEBI/Associate ofPersons/Companies of Bodies Corporate Public SectorUndertakings / Commercial Banks / Regional RuralBanks /Mutual Funds / Banks / FinancialInstitutions / Insurance Companies / Pension Funds /Provident Funds / Gratutity Funds/ Corporates /FII’s /any other investor as may be permitted underapplicable Legislation / Regulations

Listing ( including nameof stock Exchange(s)where it will be listed andtimeline for listing

To be listed in The Bombay Stock Exchange, Mumbaiwithin 20 days from the date of allotment. In case ofdelay in listing of the Debentures beyond 20 days fromthe Deemed Date of Allotment, the Company will paypenal interest @ 1% p.a. over the Coupon from the expiryof 30 days from the Deemed Date of Allotment till thelisting of such Debentures to the investor.

Rating of the Instrument To be decided at the time of each issuance.

Issue Size Rs. XXX Crs

Option to retainoversubscription (Amount)



64

Objects of the Issue Long term working capital

Details of the utilizationof the Proceeds

The proceeds of the Debentures shall be utilised by theCompany for the purpose of financing, repayment ofdues of other financial institutions / Banks or for long-term working capital/ for financing of Loan Assets/General Corporate purposes of the Company.

Coupon Rate XX% p.a.

Step Up/Step DownCoupon Rate 1

Coupon PaymentFrequency

Coupon payment dates

Coupon Type

Coupon Reset Process(including rates, spread,effective date, interestrate cap and floor etc).

Day Count Basis Actual/ Actual i.e. In case of a leap year, if February29 falls during the tenor of a security, then thenumber of days shall be reckoned as 366 days(Actual/Actual day count convention) for a whole oneyear period, irrespective of whether the interest ispayable annually, half yearly, quarterly or monthly etc.It is thus emphasized that for a half yearly interestpayment, 366 days would be reckoned twice as thedenominator; for quarterly interest, four times and formonthly interest payment, twelve times The Couponpayment /redemption date /Leap year convention willbe as per SEBI Circular - CIR/IMD/DF-1/122/2016dated November 11, 2016

Interest on ApplicationMoney

Not Applicable

Default Interest Rate In case of default in payment of Coupon and/or principalredemption on the Redemption Date, additional interest@ 2% p.a. over the Coupon will be payable by theCompany for the defaulting period.

Tenor ---- Months from the Deemed Date of Allotment

Redemption Date

Redemption Amount Rs. XXX Crs

Redemption Premium/Discount

Issue Price Rs. XXX/- per Debenture

Discount at whichsecurity is issued and theeffective yield as a resultof such discount.

Put option Date

Put option Price



65

Call Option Date

Call Option Price

Put Notification Time

Call Notification Time

Face Value Rs.10,00,000/- per Debenture

Minimum Applicationand in multiples of Debtsecurities thereafter

10 Debentures and in multiples of 1 thereafter

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date ofAllotment

Issuance mode of theInstrument

Demat

Trading mode of theInstrument

Demat

Settlement mode of theInstrument

Through RTGS / NEFT / Fund Transfer

Depository NSDL /CDSL

Business Day Convention If any interest payment date falls on a holiday, thepayment may be made on the following working day. Ifany principal payment date falls on a holiday, principalwill be payable on the previous working day.Working days shall be all days on which money market isfunctioning in Mumbai excluding non- workingSaturdays or Sundays or a holiday of commercial banksin Mumbai or a public holiday in India. In case of failureof RBI’s system for RTGS / NEFT payment, the same willbe made on the next business day. The Company will notbe liable to pay any additional interest on account ofsame. The Coupon payment convention will be as perSEBI Circular- CIR/IMD/DF-1/122/2016 dated November 11, 2016.

Record Date The record date for the purpose of determination of thepersons entitled to receive interest / Principal inrespect of the debentures shall be 14 calendar daysbefore the Payment date.

Security (whereapplicable)

(Including description,

Please refer page no 61 of this document “Creation ofCharge / Security & Description of Property”



66

type of security, type ofcharge, likely date ofcreation of security,minimum security cover,revaluation,

Transaction Documents Term Sheet / Board Resolution /Rating Rationale/Rating Letter/ Trustee Consent Letter/ BSE In-principal Approval /Application Form

Conditions Precedent toDisbursement

Condition Subsequentto Disbursement

Events of Default Please refer page no 60 of this document

Provisions related toCross Default Clause

Role andResponsibilities ofDebenture Trustee

As defined in the debenture trust deed

Governing Law andJurisdiction

Please refer page no 59 of this document

Mandatory complianceclause

Company reserves right to make multiple issuancesunder the same ISIN at terms and conditions, itdeems fit with reference to SEBI CircularCIR/IMD/DF-1/ 67 /2017 dated 30th June 2017.

Issue can be made either by way of creation of freshISIN or by way of issuance under the existing ISINat premium /par/discount as the case may be atterms and conditions, it deems fit in line with SEBICircular CIR/IMD/DF-1/ 67 /2017 dated 30th June2017

Mandatory RegulatoryClause

(for subordinated Debt)

This instrument is being issued as Unsecured,Redeemable, Listed, Non-Convertible SubordinatedDebentures and qualifies as Tier-II Capital. As per theHousing Finance Companies (NHB) Directions, 2010clause 2 (1) (zd) “subordinate debt” is defined as““subordinated debt” means a fully paid up capitalinstrument, which is unsecured and is subordinated tothe claims of other creditors and is free from restrictiveclauses and is not redeemable at the instance of the



67

holder or without the consent of the supervisoryauthority of the housing finance company”.

For the sake of clarity, it should be noted that sincethis is being issued as subordinated debtinstrument, if there is any inconsistency /differential interpretation between the terms of thisterm-sheet and/or relevant InformationMemorandum (Schedule - I) and/or trustdeed/agreement or any other related document andthe relevant NHB/RBI regulation/directions/instructions etc, the said NHB/RBIregulation /directions/instructions etc shall prevailover terms of this term-sheet and/or relevantInformation Memorandum (Schedule - I) and/ortrust deed/agreement or any other relateddocument.

Bidding Details: If the issuance is through Electronic Bidding platformBidding Open Date Will be disclosed in respective term sheetBidding Close Date Will be disclosed in respective term sheetManner of Bidding Manner of Bidding whether Open Bidding or Close

bidding will be mentioned in the respective TermSheet

Allocation Option Allocation option will be mentioned in the respectiveTerm Sheet.

Mechanism of Settlement Mechanism of Settlement will be mentioned in therespective Term Sheet.

Settlement Cycle Settlement Cycle will be mentioned in the respectiveTerm Sheet.



68

Declaration:

It is hereby declared that this Shelf Disclosure Document contains full disclosure inaccordance with the Securities and exchange board of India (Issue and Listing of DebtSecurities) (Amendment) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, section 42 and rule 14(1) of Companies (Prospectusand Allotment of Securities) Rule 2014 and notification No. NHB(ND)/DRS/REG/MC-02/2015 of Housing Finance Companies issuance of Non- Convertible Debentures onprivate placement basis (NHB) Directions-2014.

The Issuer also confirms that this Shelf Disclosure Document does not omit disclosure ofany material fact which may make the statement made therein, in light of thecircumstances under which they are made, misleading. The Shelf Disclosure Document alsodoes not contain any false or misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in ShelfDisclosure Document or in any other material issued by or at the instance of the Issuer andthat any one placing reliance on any other source of information would be doing so at hisown risk.

For Mahindra Rural Housing Finance Ltd

Authorised Signatory

Date: 18th June, 2020

Place: Mumbai



69



70



71



72



73

s



74



75

Mahindra Rural Housing Finance Ltd.Sadhana House, 2nd Floor,570, P.B. Marg, Worli,Mumbai 400 018 IndiaTel: +91 22 66523500Fax: +91 22 24972741

Regd. Office:Mahindra Towers, 4th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018 India Tel: +91 22 66526000 | Fax: +91 22 24984170/71 | www.mahindrahomefinance.comCIN : U65922MH2007PLC169791Email: [email protected]

8th May, 2020 The General Manager-Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400 001. Name of the Scrip: Mahindra Rural Housing Finance Limited

Dear Sir,

Sub: Outcome of the Board Meeting held on 8th May, 2020

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish inform you that the Board of Directors at its Meeting held today i.e. 8th May, 2020 has inter alia, approved:

1. The Audited Financial Results of the Company for the Financial Year ended 31st March, 2020. Accordingly, we are enclosing:

i. A copy of the Audited Financial Results of the Company for the financial year ended 31st March, 2020.

ii. Auditor’s Report of the Company for the financial year ended 31st March, 2020, issued by the Statutory Auditors B S R & Co. LLP.

iii. Declaration with respect to unmodified Audit Report for the financial year ended 31st March, 2020.

iv. Disclosures in accordance with Regulation 52(4) of the Listing Regulations.



2. The Issue of Non-Convertible Debentures (including Secured and Unsecured

Debentures) / Subordinated Debt for an aggregate amount not exceeding Rs. 8,000 crores on a private placement basis, within the overall borrowing limits of the Company.

The Certificate of the Debenture Trustee, M/S Axis Trustee Services Limited, as required under Regulation 52(5) of the Listing Regulations is being sent shortly.

Please take the same on record. Thanking you, Yours faithfully, For Mahindra Rural Housing Finance Limited Navin JoshiCompany Secretary Encl: a/a

B S R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus,

Telephone +91 (22) 4345 5300 Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

Fax +91 (22) 4345 5399

Independent Auditor’s Report on Annual Financial Results under Regulation 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for year ended 31 March 2020

Independent Auditors’ Report

To the Board of Directors ofMahindra Rural Housing Finance LimitedOpinion

We have audited the accompanying annual financial results of Mahindra Rural Housing FinanceLimited (hereinafter referred to as the ‘‘Company”) for the year ended 31 March 2020, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 52 of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid annual financial results:

a. are presented in accordance with the requirements of Regulation 52 of the Listing Regulations in this regard; and

b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the annual financial results.

B S R & Co (a partnership rm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Of ce: 5th Floor, Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011. India

B S R & Co. LLP Independent Auditors’ Report (Continued)

Mahindra Rural Housing Finance Limited

Emphasis of Matter

As described in Note 2 to the annual financial results, in respect of accounts overdue but standard at 29 February 2020 where moratorium benefit has been granted, the staging of those accounts at 31 March 2020 is based on the days past due status as on 29 February 2020 in accordance with the Reserve Bank of India COVID-19 Regulatory Package. Further, the extent to which the COVID-19 pandemic will impact the Company’s financial performance is dependent on future developments, which are highly uncertain. Our opinion is not modified in respect of the above matters.

Management’s and Board of Directors’ Responsibilities for the Annual Financial Results

These annual financial results have been prepared on the basis of the annual financial statements.

The Company’s Management and the Board of Directors are responsible for the preparation and presentation of these annual financial results that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the annual financial results, the Management and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

B S R & Co. LLP Independent Auditors’ Report (Continued)

Mahindra Rural Housing Finance Limited

Auditor’s Responsibilities for the Audit of the Annual Financial Results (Continued)

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the financial results made by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the annual financial results, including the disclosures, and whether the annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The annual financial results include the results for the half year ended 31 March 2020 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the half year of the current financial year which were subject to limited review by us.

For B S R & Co. LLPChartered Accountants

Firm's Registration No: 101248W/W-100022

Venkataramanan VishwanathPartner

Mumbai Membership No: 1131568 May 2020 ICAI UDIN: 20113156AAAABM8187



8th May, 2020 The General Manager-Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400 001. Name of the Scrip: Mahindra Rural Housing Finance Limited

Dear Sir,

Sub: Declaration in respect of Unmodified Opinion on Audited Financial Statement for the Financial Year ended 31st March, 2020

In terms of SEBI Circular CIR/CFD/CMD/56/2016 dated 27th May, 2016, we hereby declare and confirm that the Statutory Auditors of the Company viz. B S R & Co. LLP have issued an Unmodified Audit Report on Financial Statements of the Company for the year ended 31st March, 2020.

Yours faithfully For Mahindra Rural Housing Finance Limited

Navin JoshiCompany Secretary

Mahindra Rural HousingFinance LtdSadhana House, 2nd Floor,570, P.B. Marg, Worli,Mumbai 400 018 IndiaTel: +91 22 66523500Fax: +91 22 24972741

Regd. Office:Mahindra Towers, 4th Floor, Dr. G.M. Bhosale Marg, Worli, Mumbai 400 018 IndiaTel: +91 22 66526000 | Fax: +91 22 24984170/71 | www.mahindrahomefinance.comCIN: U65922MH2007PLC169791Email: [email protected]

8th May, 2020

To,

The Secretary,

The BSE Limited,

Mumbai

Sub: Half Yearly Compliance as per Listing Agreement for Listed Debt Securities

Dear Sir,

With reference to the above subject, we are sending herewith the following details as

mentioned in the Debt Listing Agreement to be submitted to the Exchange on half yearly

basis:

1. Credit Rating:

1Non Convertible Debenture /

Subordinated DebtINDIA Ratings IND AA+/Stable

2Non Convertible Debenture

/Subordinated DebtCRISIL Ratings CRISIL AA+/Stable

3Non Convertible Debenture

/Subordinated DebtCARE Ratings CARE AA+/Stable

2. Debt Equity Ratio:Debt Equity Ratio of the company as of 31st March 2020 was 5.29:1 as per the

Audited Financial Statements.

3. Outstanding redeemable preference shares (quantity and value); Nil

4. Capital redemption reserve/debenture redemption reserve; Not Applicable

5. Net worth: Rs 1,24,814.15 Lacs

6. Net profit after tax: Rs 14,855.70 Lacs

7. Earnings per share (Basic): Rs 12.24

Page 1



8. Previous due date for the payment of Interest / Principal from the period 1st October2019 to 31st March 2020

SERIES_IDISSUE_SIZE

(in crs)ALLOTMENT

DATEMATURITY

DATEDUE_DATE ISIN_NO DUE_CATEGORY

MRHFL-CCC 35 13-Oct-15 13-Oct-25 14-Oct-19 INE950O08022 Interest

MRHFL-EEE 30 05-May-16 05-May-26 05-Nov-19 INE950O08048 Interest

MRHFL-KKK 17 24-Nov-16 24-Nov-26 25-Nov-19 INE950O08105 Interest

MRHFL-FF2016 25 22-Nov-16 22-Nov-21 22-Nov-19 INE950O07065 Interest

MRHFL-FF2018* 160 01-Aug-18 29-Jun-23 18-Nov-19 INE950O07297 Interest

MRHFL-HH2017 25 22-Jan-18 20-Jan-23 22-Jan-20 INE950O07214 Interest

MRHFL-KK2016 50 24-Mar-17 24-Mar-20 24-Mar-20 INE950O07115 P+I

MRHFL-LL2016 10 27-Mar-17 26-Mar-27 27-Mar-20 INE950O07123 Interest

MRHFL-HH2018 # 15 28-Mar-19 26-Mar-21 30-Mar-20 INE950O07313 Interest

MRHFL-MM2016 15 30-Mar-17 30-Mar-20 30-Mar-20 INE950O07131 P+I

*Unlisted# Captured actual payment date on account of public holiday

9. Next due date for the payment of Interest / Principal from the period 1st April 2020 to30th September 2020:

SERIES_IDISSUE_SIZE

(in crs)ALLOTMENT

DATEMATURITY


MRHFL-II2016 65 03-Mar-17 16-Apr-20 16-Apr-20 INE950O07099 P+I

MRHFL-JJ2016 88.5 10-Mar-17 16-Apr-20 16-Apr-20 INE950O07107 P+I

MRHFL-BBB 25 29-Apr-15 29-Apr-25 29-Apr-20 INE950O08014 Interest

MRHFL-DDD 15 29-Apr-16 29-Apr-26 29-Apr-20 INE950O08030 Interest

MRHFL-AA2016 5 03-May-16 03-May-21 04-May-20 INE950O07016 Interest

MRHFL-EEE 30 05-May-16 05-May-26 05-May-20 INE950O08048 Interest

MRHFL-FFF 15 06-May-16 06-May-26 06-May-20 INE950O08055 Interest

MRHFL-AAA2017 10 17-May-17 17-May-24 17-May-20 INE950O08113 Interest

MRHFL-GGG 6 18-May-16 18-May-26 18-May-20 INE950O08063 Interest

MRHFL-FF2018* 160 01-Aug-18 29-Jun-23 18-May-20 INE950O07297 Interest

MRHFL-BBB2017 10 19-May-17 19-May-27 19-May-20 INE950O08121 Interest

Page 2



SERIES_IDISSUE_SIZE

(in crs)ALLOTMENT

DATEMATURITY


MRHFL-HHH 10 20-May-16 20-May-26 20-May-20 INE950O08071 Interest

MRHFL-AA2017 25 24-May-17 24-May-22 24-May-20 INE950O07149 Interest

MRHFL-BB2017 60 26-May-17 15-Jan-24 26-May-20 INE950O07156 Interest

MRHFL-CC2017 115 07-Jun-17 27-May-20 27-May-20 INE950O07164 P+I

MRHFL-CCC2017 25 30-May-17 28-May-27 30-May-20 INE950O08139 Interest

MRHFL-III 4 30-May-16 29-May-26 01-Jun-20 INE950O08089 Interest

MRHFL-AA2018 35.1 01-Jun-18 01-Jun-28 01-Jun-20 INE950O07248 Interest

MRHFL-BB2016 30 07-Jun-16 07-Jun-21 08-Jun-20 INE950O07024 Interest

MRHFL-DDD2017 50 15-Jun-17 15-Jun-27 15-Jun-20 INE950O08147 Interest

MRHFL-CC2018 75 25-Jun-18 22-Mar-24 25-Jun-20 INE950O07263 Interest

MRHFL-DD2017 10 28-Jun-17 26-Jun-20 26-Jun-20 INE950O07172 P+I

MRHFL-DD2018 300 29-Jun-18 29-Jul-21 29-Jun-20 INE950O07271 Interest

MRHFL-JJJ 25 25-Jul-16 24-Jul-26 27-Jul-20 INE950O08097 Interest

MRHFL-AA2019 ## 150 27-Jun-19 25-Jun-21 31-Jul-20 INE950O07321 P+I

MRHFL-AAA2018 35 07-Aug-18 07-Aug-28 07-Aug-20 INE950O08154 Interest

MRHFL-FF2017 120 11-Aug-17 22-Mar-23 11-Aug-20 INE950O07198 Interest

# # Put option

*Unlisted

Thanking you,

Yours faithfully,

For Mahindra Rural Housing Finance Ltd

Anuj Mehra

Managing Director

Page 3



15th July, 2020 The General Manager-Department of Corporate Services,BSE Limited, Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400 001.

Name of the Scrip: Mahindra Rural Housing Finance Limited

Dear Sir,

Sub: Submission of financial results for the 1st quarter ended 30th June, 2020 The Company has been disclosing its financial results on a half yearly basis as required under Regulation 52 of SEBI LODR Regulations as it is debt listed company. It’s specified securities are not listed on the stock exchange.

The Commercial Paper of Company was listed on the Stock Exchange with effect from 7th January, 2020.

The Paragraph below clause 1.2 of annexure II of the SEBI Circular no. SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated October 22, 2019, giving framework for listing of Commercial Paper (the original circular), as amended, states that if an issuer is required to prepare financial results for the purpose of consolidated financial results of its parent company in terms of Regulation 33 of SEBI LODR Regulations, such issuers shall submit financial results in terms of para 1.1 above or shall submit quarterly financial results that have been prepared for the purpose of consolidation of their parent company.

Accordingly, we are enclosing a copy of the Unaudited Financial Results of the Company for the first quarter ended 30th June, 2020, which have been prepared for the purpose of consolidation with the accounts of parent Company, i.e. Mahindra & Mahindra Financial Services Limited, and approved by the Board of Directors of the Company at its meeting held today i.e. on 15th July, 2020, along with the limited review report of the Statutory Auditors thereon. Please take the same on record.

Thanking you.

Yours faithfully,

For Mahindra Rural Housing Finance Limited

Navin JoshiCompany Secretary & Compliance Officer

Encl: a/a

Rs. in lakhs

Year ended 30 June 2020 31 March 2020 30 June 2019 31 March 2020

Unaudited Audited Unaudited Audited Revenue from operations

i) Interest Income 38,232.58 39,607.61 36,159.35 151,293.77 ii) Dividend Income - - 30.75 243.16 iii) Fees and commission Income 166.40 180.59 99.63 714.51 iv) Net gain on fair value changes 93.35 (55.65) 13.17 2.08

I Total revenue from operations 38,492.33 39,732.55 36,302.90 152,253.52 II Other income 28.68 322.28 2.45 506.99

III Total income (I+II) 38,521.01 40,054.83 36,305.35 152,760.51

Expensesi) Finance costs 14,341.38 14,946.52 14,244.89 59,499.68 ii) Fees and commission expense 31.31 40.41 51.38 200.05 iii) Impairment on financial instruments 10,429.31 14,782.20 5,719.16 26,112.52 iv) Employee benefits expenses 5,342.35 7,469.43 7,928.86 30,659.74 v) Depreciation and amortization and impairment 408.06 421.94 426.25 1,695.74 vi) Other expenses 2,301.16 3,566.22 3,828.83 14,032.86

IV Total expenses (IV) 32,853.57 41,226.72 32,199.37 132,200.59

V Profit before tax (III -IV ) 5,667.44 (1,171.89) 4,105.98 20,559.92 VI Tax expense :

(i) Current tax - 4,334.60 1,101.42 6,850.00 (ii) Deferred tax 898.50 (5,552.89) 129.17 (1,025.98) (iii) (Excess) / Short Provision for Income Tax - earlier years - - - (119.80)

898.50 (1,218.29) 1,230.59 5,704.22 VII Profit for the period (V-VI) 4,768.94 46.40 2,875.39 14,855.70

VIII Other Comprehensive Income(i) Items that will not be reclassified to profit or loss - Remeasurement gain / (loss) on defined benefit plans (9.02) (14.59) (9.78) (132.68) (ii) Income tax relating to the above 2.27 (11.93) 3.42 17.79 Other Comprehensive Income (6.75) (26.52) (6.36) (114.89)

IX Total Comprehensive Income for the period (VII+VIII) 4,762.19 19.88 2,869.03 14,740.81 X Earnings per equity share #

(Face value - Rs. 10/- per share)Basic (Rupees) 3.93 0.04 2.37 12.24 Diluted (Rupees) 3.89 0.04 2.35 12.12

# Earnings per share for the interim period is not annualised.

Notes:1)

Mahindra Rural Housing Finance LimitedCIN : U65922MH2007PLC169791

Registered Office: Mahindra Towers, P.K.Kurne Chowk, Worli, Mumbai 400 018.Corporate Office: Sadhna House, 2nd Floor, Behind Mahindra Towers, 570, P.B. Marg, Worli, Mumbai 400 018.

Telephone No. : 91 22 6652 3500Website : www.mahindrahomefinance.com ; Email : [email protected]

STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2020

Particulars Quarter ended

The financial results of the Company have been prepared in accordance with Indian Accounting Standards ('Ind AS') notified under the Companies (Indian AccountingStandards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016 and accordingly, these financial results together with the results forthe comparative reporting period have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34,"Interim Financial Reporting" ("Ind AS 34"), prescribed under section 133 of the Companies Act 2013 ('the Act'), and other recognized accounting practices generallyaccepted in India.Any application guidance/ clarifications/ directions issued by NHB or other regulators are implemented as and when they are issued/ applicable.

2)

3)

4)

5)6)

7)

8)9)

10)11)

Date : 15 July 2020 Anuj MehraPlace : Mumbai Managing Director

Additional compliance with regulation 52 (4) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the isattached herewith as Annexure 1.

All secured NCD's issued by the Company are secured by pari-passu charges on its Pune office and exclusive charge on receivables under loan contracts, owned assetsand book debts to the extent of 100% of outstanding secured NCD's.The Taxation Laws (Amendment) Ordinance, 2019 contain substantial amendments in the Income Tax Act 1961 and the Finance (No. 2) Act 2019 to provide an optionto domestic companies to pay income tax at a concessional rate. The Company has elected to apply the concessional tax rate and has recognised the provision for incometax and re-measured the net deferred tax assets at concessional rate since September 2019.

The Members at their Extraordinary General Meeting held on 31 August 2017 approved the MRHFL Employee Stock Option Scheme 2017 (MRHFL ESOS 2017)and also approved grant, from time to time, of up to 37,86,459 Employee Stock Options in one or more tranches. In the previous year, 2,95,110 options are granted toemployees face value Rs. 10/- each.

Previous period figures have been regrouped/ reclassified wherever necessary, to conform to current period classification.

In accordance with the board approved moratorium policy read with the Reserve Bank of India (RBI) guidelines dated 27 March 2020, 17 April 2020 and 23 May 2020relating to - Regulatory the Company has granted moratorium upto six months on the payment of installments falling due between 01 March 2020and 31 August 2020 to all eligible borrowers. This relaxation does not automatically trigger a significant increase in credit risk. The Company continues to recogniseinterest income during the moratorium period and in the absence of other credit risk indicators, the granting of a moratorium period does not result in accounts becomingpast due and automatically triggering Stage 2 or Stage 3 classification criteria.

The impact of COVID-19 on the global economy and how governments, businesses and consumers respond is uncertain. This uncertainty is reflected in theassessment of impairment loss allowance on its loans which are subject to a number of management judgements and estimates. In relation to COVID-19, judgements andassumptions include the extent and duration of the pandemic, the impacts of actions of governments and other authorities, and the responses of businesses andconsumers in different industries, along with the associated impact on the global economy. The Company has separately incorporated estimates, assumptions andjudgements specific to the impact of the COVID-19 pandemic and the associated support packages in the measurement of impairment loss allowance. The Company hasconsidered an additional charge of Rs 18,769.90 lakhs due to a management overlay, to reflect deterioration in the macroeconomic outlook. Further, the Company hasbeen duly servicing its debt obligations, maintains a healthy capital adequacy ratio and does not foresee any challenges in the liquidity position for the coming 12 months.The final impact of this pandemic is very uncertain and the actual impact may be different than that estimated based on the conditions prevailing as at the date ofapproval of these financial results. The management will continue to closely monitor the material changes in the macro-economic factors impacting the operations of theCompany.

The above financial results for the quarter ended 30 June 2020 and along with comparative period have been reviewed by the Audit Committee and subsequentlyapproved by the Board of Directors of the Company at its meeting held on 15 July 2020.

Figures for the quarter ended 31 March 2020 represent the difference between the audited figures in respect of the full financial year and the reviewed figures for the nine months ended 31 December 2019.

The commercial paper have been listed on the Bombay Stock Exchange (BSE) in accordance with SEBI circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115, as amended.

There is no separate reportable segment as per Ind AS 108 on 'Operating Segments' in respect of the Company.

For and on behalf of the Board of DirectorsMahindra Rural Housing Finance Limited

1 Credit Rating:

INDIA RatingsCRISIL RatingsCARE Ratings

2 Debt Equity Ratio as of 30 June 2020: 5.23:13 Outstanding redeemable preference shares (quantity and value): NIL4 Capital redemption reserve/debenture redemption reserve: Not Applicable5 Net worth: Rs 1,29,664.65 Lakhs6 Net profit after tax: Rs 4768.94 Lakhs7 Earnings per share (Basic): Rs 3.93 8 Previous due date for the payment of Interest / Principal from the period 01 January 2020 to 30 June 2020

SERIES_ID ISSUE_SIZE (in Lakhs)

ALLOTMENT_DT MATURITY_DT DUE_DT ISIN_NO DUE_CATEGORY

MRHFL-HH2017 2,500.00 22-Jan-18 20-Jan-23 22-Jan-20 INE950O07214 Interest MRHFL-KK2016 5,000.00 24-Mar-17 24-Mar-20 24-Mar-20 INE950O07115 Principal+Interest MRHFL-LL2016 1,000.00 27-Mar-17 26-Mar-27 27-Mar-20 INE950O07123 Interest MRHFL-HH2018 # 1,500.00 28-Mar-19 26-Mar-21 30-Mar-20 INE950O07313 Interest MRHFL-MM2016 1,500.00 30-Mar-17 30-Mar-20 30-Mar-20 INE950O07131 Principal+Interest MRHFL-II2016 6,500.00 03-Mar-17 16-Apr-20 16-Apr-20 INE950O07099 Principal+Interest MRHFL-JJ2016 8,850.00 10-Mar-17 16-Apr-20 16-Apr-20 INE950O07107 Principal+Interest MRHFL-BBB 2,500.00 29-Apr-15 29-Apr-25 29-Apr-20 INE950O08014 Interest MRHFL-DDD 1,500.00 29-Apr-16 29-Apr-26 29-Apr-20 INE950O08030 Interest MRHFL-AA2016 500.00 03-May-16 03-May-21 04-May-20 INE950O07016 Interest MRHFL-EEE 3,000.00 05-May-16 05-May-26 05-May-20 INE950O08048 Interest MRHFL-FFF 1,500.00 06-May-16 06-May-26 06-May-20 INE950O08055 Interest MRHFL-AAA2017# 1,000.00 17-May-17 17-May-24 18-May-20 INE950O08113 Interest MRHFL-GGG 600.00 18-May-16 18-May-26 18-May-20 INE950O08063 Interest MRHFL-FF2018* 16,000.00 01-Aug-18 29-Jun-23 18-May-20 INE950O07297 Interest MRHFL-BBB2017 1,000.00 19-May-17 19-May-27 19-May-20 INE950O08121 Interest MRHFL-HHH 1,000.00 20-May-16 20-May-26 20-May-20 INE950O08071 Interest MRHFL-AA2017# 2,500.00 24-May-17 24-May-22 26-May-20 INE950O07149 Interest MRHFL-BB2017 6,000.00 26-May-17 15-Jan-24 26-May-20 INE950O07156 Interest MRHFL-CC2017 11,500.00 07-Jun-17 27-May-20 27-May-20 INE950O07164 Principal+Interest MRHFL-CCC2017 2,500.00 30-May-17 28-May-27 30-May-20 INE950O08139 Interest MRHFL-III 400.00 30-May-16 29-May-26 01-Jun-20 INE950O08089 Interest MRHFL-AA2018 3,510.00 01-Jun-18 01-Jun-28 01-Jun-20 INE950O07248 Interest MRHFL-BB2016 3,000.00 07-Jun-16 07-Jun-21 08-Jun-20 INE950O07024 Interest MRHFL-DDD2017 5,000.00 15-Jun-17 15-Jun-27 15-Jun-20 INE950O08147 Interest MRHFL-CC2018 7,500.00 25-Jun-18 22-Mar-24 25-Jun-20 INE950O07263 Interest MRHFL-DD2017 1,000.00 28-Jun-17 26-Jun-20 26-Jun-20 INE950O07172 Principal+Interest MRHFL-DD2018 30,000.00 29-Jun-18 29-Jul-21 29-Jun-20 INE950O07271 Interest

*Unlisted

IND AA+/StableCRISIL AA+/StableCARE AA+/Stable

# Captured actual payment date on account of public holiday

Non Convertible Debenture / Subordinated Debt

Annexure 1 : Compliance as per regulation 52 (4) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the

IND AA+/StableCRISIL AA+/StableCARE AA+/Stable

Non Convertible Debenture / Subordinated DebtNon Convertible Debenture / Subordinated Debt

Previous ratingCurrent Rating

9 Next due date for the payment of Interest / Principal from the period 01 July 2020 to 31 December 2020:

SERIES_IDISSUE_SIZE

(in Lakhs) ALLOTMENT_DT MATURITY_DT

DUE_DT AS PER TERM SHEET

ISIN_NO DUE_CATEGORY

MRHFL-JJJ 2,500.00 25-Jul-16 24-Jul-26 27-Jul-20 INE950O08097 Interest MRHFL-AA2019 ## 15,000.00 27-Jun-19 25-Jun-21 31-Jul-20 INE950O07321 Principal+Interest MRHFL-AAA2018 3,500.00 07-Aug-18 07-Aug-28 07-Aug-20 INE950O08154 Interest MRHFL-FF2017 12,000.00 11-Aug-17 22-Mar-23 11-Aug-20 INE950O07198 Interest MRHFL-GG2017 10,000.00 13-Oct-17 06-Oct-20 06-Oct-20 INE950O07206 Principal+Interest MRHFL-CCC 3,500.00 13-Oct-15 13-Oct-25 13-Oct-20 INE950O08022 Interest SERIES MRHFL-EEE 3,000.00 05-May-16 05-May-26 05-Nov-20 INE950O08048 Interest MRHFL-FF2018 16,000.00 01-Aug-18 29-Jun-23 18-Nov-20 INE950O07297 Interest SERIES MRHFL-FF2016 2,500.00 22-Nov-16 22-Nov-21 23-Nov-20 INE950O07065 Interest SERIES MRHFL-KKK 1,700.00 24-Nov-16 24-Nov-26 24-Nov-20 INE950O08105 Interest MRHFL-BB2019 20,000.00 23-Dec-19 28-Dec-20 23-Dec-20 INE950O07339 Interest MRHFL-BB2019 20,000.00 23-Dec-19 28-Dec-20 28-Dec-20 INE950O07339 Principal+Interest

## Put option

Date : 15 July 2020Place : Mumbai

Anuj MehraManaging Director

For and on behalf of the Board of DirectorsMahindra Rural Housing Finance Limited

B S R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus,

Telephone +91 (22) 4345 5300 Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

Fax +91 (22) 4345 5399

Limited Review Report on Unaudited Quarterly Financial Results of Mahindra Rural Housing Finance Limited for the quarter ended 30 June 2020

To the Board of Directors of Mahindra Rural Housing Finance Limited 1. We have reviewed the accompanying Statement of unaudited financial results of Mahindra

Rural Housing Finance Limited (‘the Company’) for the quarter ended 30 June 2020 (‘the Statement’).

2. This Statement, which is the responsibility of the Company’s management and approved by the Board of Directors, has been prepared for submission to stock exchange, pursuant to circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019, as amended, which requires a company to prepare financial results for the purpose of consolidated financial results of its parent company in terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ‘Listing Regulations’). The Statement has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Attention is drawn to the fact that the figures for the three months ended 31 March 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.

5. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies, has not disclosed the information required to be disclosed in terms of Regulation 33 and additional line items as required under Regulation 52(4) of the Listing Regulations including the manner in which it is to be disclosed or that it contains any material misstatement.

B S R & Co (a partnership rm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Ofce: 5th Floor, Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011. India

B S R & Co. LLP

Limited Review Report on Unaudited Quarterly Financial Results of Mahindra Rural Housing Finance Limited for the quarter ended 30 June 2020 (Continued)

Mahindra Rural Housing Finance Limited 6. As described in Note 2 to the Statement, in respect of accounts where moratorium benefit has

been granted, the staging of those accounts at 30 June 2020 is based on the days past due status as on the date when the moratorium benefit was granted and is in accordance with the COVID-19 Regulatory Package announced by the Reserve Bank of India vide notifications dated 27 March 2020, 17 April 2020 and 23 May 2020. Further, the extent to which the COVID-19 pandemic will impact the Company’s financial performance is dependent on future developments, which are highly uncertain. Our opinion is not modified in respect of these matters.

For B S R & Co. LLPChartered Accountants

Firm's Registration No: 101248W/W-100022

Sagar Lakhani Mumbai Partner 15 July 2020 Membership No: 111855

UDIN No: 20111855AAAAEZ7822