Mahindra Lifespace Developers Ltd. — Proxy Solicitation & Information Statement 2021

Aug 7, 2021

Date: 7th August, 2021

BSE Limited	National Stock Exchange of India Limited
Corporate Services,	Exchange Plaza,
Piroze Jeejeebhoy Towers,	Bandra Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai – 400 001	Mumbai 400051
Listing: http://listing.bseindia.com	Listing: https://www.connect2nse.com/LISTING/

Re:

Security	BSE	NSE	ISIN
Equity Shares	532313	MAHLIFE	INE813A01018

SUB: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice)

Dear Sir / Madam,

In continuation to our letter dated July 28, 2021 and pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, copy of the Postal Ballot Notice dated August 7, 2021 along with explanatory statement, seeking approval of Members of the Company by way of Ordinary Resolutions for the following businesses is attached:

No	Resolutions proposed
1	Increase in the authorised share capital of the Company to enable further issue of
	shares and consequent alteration of the capital clause of the Memorandum of
	Association of the Company.
2	Issue of Bonus Shares.

In compliance with the General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020 and 10/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28,2020, December 31, 2020 and June 23, 2021 respectively issued by the Ministry of Corporate Affairs ("the MCA Circulars"), the Postal Ballot Notice have been sent electronically to all the shareholders who have registered their email addresses with the Company/Registrar and Share Transfer Agent/Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, July 30, 2021. The physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope are not being sent to the shareholders for this Postal Ballot and shareholders have been requested to communicate their assent or dissent through the remote e-voting system only.

Remote e-voting period shall commence on Sunday, August 8, 2021 (9:00 A.M. 1ST) and end on Monday, September 6, 2021 (5.00 P.M. 1ST) (both days inclusive). The results of the remote e-voting shall be announced on or before Wednesday, September 8, 2021 and the same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.

The Postal Ballot Notice is also available on the website of the Company i.e. https://www.mahindralifespaces.com/investors/stock-exchange-filings/share-holders-meeting

Kindly take the above on record and acknowledge receipt of the same.

For Mahindra Lifespace Developers Limited

. L \;&~ • ¹1..: y , · - :-;--

Ankit Shah Assistant Company Secretary & Compliance Officer ACS - 26552

Mahindra Lifespace Developers Ltd. CIN: L45200MH1999PLC118949 Mahindra Towers, 5^{t h}Floor, Dr. G. M. Bhosale Marg Worli, Mumbai 400 018, India

Tel: +91 22 6747 8600/8601

www.mahindralifespaces.com

MAHINDRA LIFESPACE DEVELOPERS LIMITED

Registered Office: 5th Floor, Mahindra Towers, Worli, Mumbai 400 018; Tel: 022- 67478600 / 67478601 E-mail: investor.mldl@mahindra.com; Website: www.mahindralifespaces.com Corporate Identity Number: L45200MH1999PLC118949

POSTAL BALLOT NOTICE

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given that the resolutions set out below is proposed to be passed by the Members of Mahindra Lifespace Developers Limited ("the Company") by means of Postal Ballot through remote e-voting only pursuant to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for, inter-alia, conducting postal ballot through e-voting vide General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020 and 10/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and June 23, 2021 respectively ("MCA Circulars"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Secretarial Standard - 2 ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any.

The explanatory statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.

In accordance with the MCA Circulars and pursuant to Section 110 of the Act and the Rules made thereunder, the Company will send Postal Ballot Notice only by email to all Members who have registered their email addresses with the Company / KFin Technologies Private Limited ('KFin'), the Registrar and Share Transfer Agent of the Company ('RTA') or Depository / Depository Participants and whose name appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, July 30, 2021 ("cut-off date"). The communication of assent / dissent of the Members will only take place through the remote e-voting system. In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company have appointed Mr. Martinho Ferrao, Company Secretary (Membership no. FCS 6221 C.P. No: 5676), proprietor of M/s. Martinho Ferrao & Associates, Practicing Company Secretary, Mumbai, as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

In compliance with the provisions of the Act read with Rules thereunder and SEBI LODR Regulations and the MCA Circulars as referred above, the Company has provided remote electronic voting ("remote e-voting") facility to the Members of the Company and for this purpose has engaged the services of KFin Technologies Private Limited. Please refer the instructions for remote e-voting given after the proposed resolutions for the process and manner in which remote e-voting is to be carried out.

Remote e-voting period shall commence on Sunday, August 8, 2021 (9:00 A.M. IST) and end on Monday, September 6, 2021 (5.00 P.M. IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than the close of working hours at 5.00 P.M. (IST) on Monday, September 6, 2021.

Upon completion of remote e-voting, the Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by him in writing, who shall countersign the same. The result of the postal ballot will be announced on or before Wednesday, September 8, 2021. The said result along with the Scrutinizer's report would be displayed on the Company's website www.mahindralifespaces.com and on the website of KFin http://www.kfintech.com/ and shall be communicated to the Stock Exchanges, BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com where the shares of the Company are presently listed.

SPECIAL BUSINESS

1. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY TO ENABLE FURTHER ISSUE OF SHARES AND CONSEQUENT ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 13 and 61 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the Members be and is hereby accorded to increase the Authorised Share Capital of the Company from 1,21,00,00,000/- (Rupees One Hundred Twenty-one Crore only) divided into 11,50,00,000 (Eleven Crore Fifty Lakh) Equity Shares of 10/- (Rupees Ten only) each and 60,00,000 (Sixty Lakh) unclassified shares of 10/- (Rupees Ten only) each to 3,00,00,00,000/- (Rupees Three Hundred Crore only) divided into 29,40,00,000 (Twenty Nine Crore Forty Lakh) Equity Shares of 10/- (Rupees Ten only) each and 60,00,000 (Sixty Lakh) unclassified shares of 10/- (Rupees Ten only) each i.e. by creation of additional 17,90,00,000 (Seventeen Crore Ninety Lakh) Equity Shares of ` 10/- (Rupees Ten only) each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

• V. The Authorised Share Capital of the Company is ` 3,00,00,00,000/- (Rupees Three Hundred Crores only) divided into:
• i. 29,40,00,000 (Twenty Nine Crore Forty Lakh) Equity Shares of ` 10/- (Rupees Ten only) each, and
• ii. 60,00,000 (Sixty Lakh) unclassified shares of ` 10/- (Rupees Ten only)

with power to increase or reduce the capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions, as may be determined, and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors ('the Board', which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto, including delegation of any of the powers herein conferred to any Director(s) or any Key Managerial Personnel of the Company."

2. ISSUE OF BONUS SHARES:

To consider and pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Share Capital and Debentures) Rules, 2014 ("the Rules"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("the SEBI ICDR Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Foreign Exchange Management Act, 1999, as amended, and other applicable regulations, rules and guidelines issued, from time to time, by SEBI and the Reserve Bank of India ("RBI") and the enabling provisions of the Articles of Association of the Company and pursuant to the recommendation of the Board of Directors of the Company and subject to requisite approvals, consents, permissions and sanctions and subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of such conditions or modifications by the Board of Directors of the Company, approval of the Members be and is hereby accorded to the Board of Directors of the Company ('the Board', which term shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of a sum not exceeding 1,02,78,76,760 /- (Rupees One Hundred and Two Crore Seventy Eight Lakh Seventy Six Thousand Seven Hundred Sixty only) from and out of the Capital Redemption Reserve Account and/or Securities Premium Account and/or General Reserves and/or any other permitted Reserves as per the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2021, for the purpose of issue and allotment of bonus equity shares of 10/- (Rupees Ten only) each, to be credited as fully paid up to the existing Members of the Company holding fully paid up equity shares of 10/- (Rupees Ten only) each of the Company whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the 'Record Date' to be determined by the Board for this purpose, in the proportion of 2 (Two) new fully paid- up bonus equity shares of 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up equity shares of ` 10/- (Rupees Ten only) each held by the Members and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up equity share capital of the Company held by each such Member.

RESOLVED FURTHER THAT with respect to the employee stock options granted and remaining outstanding (whether vested or unvested or unexercised) under the Employee Stock Option Scheme 2006 and Employee Stock Option Scheme 2012 of the Company as on the Record Date to be determined by the Board for this purpose, the Board, on the recommendations of the

Nomination and Remuneration Committee, be and is hereby authorised to make a fair and reasonable adjustment to the number of outstanding Options and/or to the Exercise Price, and decide on the grant of such number of additional stock options as bonus stock options to the employees holding such outstanding stock options, in the same proportion as the Bonus Equity Shares are proposed to be issued and allotted to the Members.

RESOLVED FURTHER THAT the bonus stock options to be so granted shall be governed by the SEBI (Share Based Employee Benefits) Regulations, 2014 including any amendments thereto, from time to time, and Employee Stock Option Scheme 2006 and Employee Stock Option Scheme 2012 of the Company, as the case may be.

RESOLVED FURTHER THAT the bonus equity shares as and when issued and allotted, shall always be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects with the fully paid-up equity shares of the Company.

RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus equity shares and in case of Members who hold equity shares in dematerialised form, the bonus equity shares be credited to the respective beneficiary accounts of the Members with their respective Depository Participants and in the case of Members who hold equity shares in physical form, the Share Certificate(s) in respect of the bonus equity shares shall be despatched, within the prescribed time limit.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to the Members who are Non- Resident Indians (NRIs), Foreign Institutional Investors (FlIs) and other Foreign Investors, shall be subject to the approval of the RBI or any other regulatory authority, as may be necessary or applicable.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such bonus equity shares on the Stock Exchanges where the shares of the Company are presently listed, as per the provisions of the SEBI LODR Regulations and other applicable regulations, rules and guidelines.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things and to give such directions and delegate such authorities to any committee of the Board and / or to any Key Managerial Personnel of the Company, as it may in its absolute discretion deem appropriate, necessary, proper, expedient or desirable and to settle any question, difficulty or doubt, whatsoever, that may arise, with regard to issue, allotment, distribution and listing of bonus equity shares and its decision shall be final and binding."

3

By order of the Board For Mahindra Lifespace Developers Limited

Ankit Shah Asst. Company Secretary & Compliance Officer Membership No. A-26552 -sd-

Place: Mumbai Date : August 7, 2021

NOTES:

• 1. Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") setting out all material facts relating to the proposed resolutions is annexed hereto.
• 1. In view of the prevailing COVID-19 pandemic and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for inter-alia conducting postal ballot through e-voting vide General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020 and 10/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and June 23, 2021 respectively ("MCA Circulars"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India ("SS-2"), this Postal Ballot Notice ("Notice") along with explanatory statement and remote e-voting instructions is being sent only through electronic mode to all those Members whose e-mail addresses are registered with the Company / KFin Technologies Private Limited ('KFin'), the Registrar and Share Transfer Agent of the Company ('RTA') / Depository / Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, July 30, 2021 ("cut-off date").
• 1. Members may note that this Notice will also be available on Company's website (https://www.mahindralifespaces.com/investors/ stock-exchange-filings/share-holders-meeting), Stock Exchange's website (www.bseindia.com and )) and KFin website (https://evoting.kfintech.com/public/Downloads.aspx).
• 1. In compliance with the requirement of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members for this postal ballot and accordingly, the Members are required to communicate their assent or dissent through remote e-voting system only.
• 1. Voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on cut-off date i.e. Friday, July 30, 2021. A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall only be entitled to cast his / her vote through remote e-voting. A person who ceases to be a Member as on cut-off date will note be entitled to vote and should treat this Notice for information purposes only.
• 1. To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, SS-2 and MCA Circulars, the Members are provided with the facility to cast their vote electronically through remote e-voting services provided by KFin. Instructions for remote e-voting are provided at Note No. 12 of this Notice.
• 1. Remote e-voting period shall commence on Sunday, August 8, 2021 (9:00 A.M. IST) and end on Monday, September 6, 2021 (5.00 P.M. IST) (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the cut-off date, i.e. Friday, July 30, 2021 (including those Members who may not have received this Notice due to non- registration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolutions as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by KFin for voting thereafter.
• 1. During the remote e-voting period, Members can login at e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again.
• 1. Result of postal ballot will be announced on or before Wednesday, September 8, 2021. The result declared along with the Scrutinizer's Report would be displayed on the Company's website https://www.mahindralifespaces.com/investors/stockexchange-filings/share-holders-meeting and on the website of KFin http://www.kfintech.com/and shall be communicated to the Stock Exchanges, BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com where the shares of the Company are presently listed and, if feasible, also on the notice board at the Registered Office of the Company.
• 1. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. on Monday, September 6, 2021.
• 1. Members who have not registered their e-mail address with the Company can now register the same by sending an email to Compliance Officer of the Company at investor.mldl@mahindra.com and/or by sending a request to KFin Technologies Private Limited, the Registrar and Share Transfer Agent ('RTA') through email at einward.ris@kfintech.com or write to Ms. Sheetal Doba at Selenium Tower B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad -500032 or call on 1800-309-4001. Members holding Shares in demat form are requested to register their e-mail address with their Depository Participants only. The registered e-mail address will be used for sending future communications.

12. Instructions for remote e-voting are as below:

The manner of remote e-voting by (I) individual Members holding shares of the Company in demat mode, (II) Members (other than individuals holding shares of the Company in demat mode) and Members holding shares of the Company in physical mode, and (III) Members who have not registered their e-mail address are provided hereinbelow:

I. Information and Instructions for Remote e-Voting by individual Members holding shares of the Company in demat mode as on cut-off date i.e. Friday, July 30, 2021.

As per circular of SEBI on e-voting facility dated December 9, 2020, all individual Members holding shares of the Company in demat mode can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Accordingly, the procedure to login and access remote e-voting, as devised by the Depositories / Depository Participant(s), is given below:

A.	PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES (FOR USERS REGISTERED WITH NSDL/CDSL)
		National Securities Depository Ltd ("NSDL")		Central Depository Services (India) Ltd ("CDSL")
		Procedure for user already registered for NSDL IDeAS facility:		Procedure for users already registered for Easi / Easiest
	a.	Visit URL: https://eservices.nsdl.com		facility of CDSL:
	b.	Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section.	a.	Visit URL: https://web.cdslindia.com/myeasi/home/ login
	c.	A new page will open, enter User ID and Password.		OR
	d.	Post successful authentication, click on "Access to e-Voting"	b.	Click on www.cdslindia.com and then and click on New System Myeasi / to My Easi option under Quick Login (best operational in Internet Explorer 10 or
	Click on company name – 'Mahindra Lifespace e.		above and Mozilla Firefox)
		Developers Ltd' and you will be re-directed to e-voting page of KFin for casting the vote during the remote	c.	Enter your registered user id and password.
		e-voting period.	d.	The user will see the e-voting Menu. Click on e-voting link available against the name of the Company - 'Mahindra Lifespace Developers Ltd' and you will be re-directed to e-voting page of KFin for casting the vote during the remote e-voting period.
B.		PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES (FOR USERS NOT REGISTERED WITH NSDL/CDSL)
		National Securities Depository Limited ("NSDL")		Central Depository Services (India) Limited ("CDSL")
		Procedure for user NOT registered with NSDL IDeAS facility:		Procedure for user NOT registered with Easi / Easiest
	a.	To register click on link: https://eservices.nsdl.com and		facility of CDSL:
		select "Register Online for IDeAS" OR	a.	Option to register is available at https://web.cdslindia. com/myeasi/Registration/EasiRegistration
		directly click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp	b.	Proceed to complete registration using your DP ID Client ID (BO ID), etc.
	b.	Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.	c.	Follow the steps given in point no A above.
	c.	Follow steps given in point no A above.
C.		PROCEDURE TO LOGIN DIRECTLY THROUGH E-VOTING MODULE OF NSDL / CDSL
		National Securities Depository Limited ("NSDL")		Central Depository Services (India) Limited ("CDSL")
		Procedure for login directly through NSDL website:		Procedure for login directly through CDSL website:
	a.	Open URL: https://www.evoting.nsdl.com/	a.	Open URL:
	b.	Click on the icon "Login" which is available under		https://evoting.cdslindia.com/Evoting/EvotingLogin
	'Shareholder/Member' section.		b.	Enter your demat account number (i.e. your sixteen
	c.	A new screen will open. You will have to enter your User		digit demat account number held with CDSL) and
		ID (i.e. your sixteen digit demat account number held with NSDL), type Password (if registered) or otherwise		PAN No.
	through OTP (in case your mobile/e-mail address is registered in your demat account) and a verification code as shown on the screen.		c.	System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat account.

	d. On successful authentication, you will enter the e-voting module of NSDL. Click on "Active E-voting Cycles / VC or OAVMs" option under E-voting. You will see Company Name: "Mahindra Lifespace Developers Ltd" on the	d. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-voting link available against Mahindra Lifespace Developers Ltd and you will be re-directed to the e-voting
	next screen. Click on the e-voting link available against	page of KFin to cast your vote without any further
	Mahindra Lifespace Developers Ltd and you will be	authentication.
	re-directed to the e-voting page of KFin to cast your
	vote without any further authentication
D.	PROCEDURE TO LOGIN THROUGH THEIR DEMAT ACCOUNTS / WEBSITE OF DEPOSITORY PARTICIPANT
	Individual Members holding shares of the Company in demat mode can access e-voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for "e-voting" will be available once they have successfully logged-in through their respective logins. Click on the option "e-voting" and they will be redirected to e-voting modules of NSDL/ CDSL (as may be applicable). Click on the e-voting link available against Mahindra Lifespace Developers Ltd and you will be re-directed to the e-voting page of KFin to cast your vote without any further authentication.

Notes:

• 1. Members who are unable to retrieve User ID / Password are advised to use "Forgot User ID" / "Forgot Password" options available on the websites of Depositories / Depository Participants.
• 1. Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

• II. Information and Instructions for Remote E-Voting by Members (Other than Individual Members) holding shares of the Company in demat mode AND all Members holding shares in Physical Mode as on the cut-off date i.e. Friday, July 30, 2021:
• A. Procedure for Members whose email IDs are registered with the Company / Depository Participants, and who receives email from KFin which will include details of E-voting Event Number (EVEN), USER ID and password:
• i. Launch internet browser by typing / clicking the URL: https:// evoting.kfintech.com
• ii. Enter the login credentials (i.e. user id and password). In case of physical folio, user id will be EVEN (E-Voting Event Number) 6080, followed by folio number. In case of Demat account, user id will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing user id and password for casting the vote.
• iii. After entering these details appropriately, click on "LOGIN".
• iv. You will now reach password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,\$, etc,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
• v. You need to login again with the new credentials.
• vi. On successful login, the system will prompt you to select the E-voting Event Number (EVEN) for Mahindra Lifespace Developers Ltd" and click on "Submit".

• vii. On the e-voting page, enter the number of shares (which represents the number of votes) as on the cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
• x. You may then cast your vote by selecting an appropriate option and click on "Submit".
• xi. A confirmation box will be displayed. Click "OK" to confirm or else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote.
• xii. During the remote e-voting period, Members can login any number of times till they have voted on the Resolution(s).
• III. Members holding shares as on cut-off date i.e. Friday, July 30, 2021 and whose email IDs are not registered with the Company / Depository / Depository Participants(s) / KFin, and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced, will have to follow the following process:
• A. Members who have not registered their email addresses and consequently the Postal Ballot Notice and e-voting instructions cannot be served, may temporarily get their email address and mobile number provided with KFintech, by accessing the link:https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.
• B. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the Postal Ballot Notice and e-voting instructions along with the user id and password. In case of any queries, member may write to einward.ris@kfintech.com
• C. Alternatively, Members may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy (PDF/JPG Format) of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and client master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions.
• D. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
• 1. Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., together with attested specimen signature(s) of the duly authorised representative(s) to vote through remote e-voting. The said Resolution / Authorisation shall be sent by email through its registered email address to the scrutinizer at email id: mferraocs@yahoo.com with a copy marked to evoting@kfintech.com and to the Company at investor.mldl@mahindra.com. It should reach the Scrutiniser, KFin and the Company by email not later than Monday, September 6, 2021 (5.00 p.m. IST). They may also upload the same in the e-voting module under their login. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name Event No - 6080."
• 1. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to investor.mldl@mahindra.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (''the Act")

RESOLUTIONS NO 1 AND 2

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. With a view to reward the existing Members, encouraging the participation of small investors by increasing the liquidity of the equity shares of the Company, and to increase the market capitalisation of the Company, the Board of Directors of the Company, at its meeting held on 28th July, 2021, after considering the available reserves and subject to the approval of the Members of the Company and all other requisite approvals, consents, permissions, sanctions, has approved and recommended a Bonus Issue of equity shares in the ratio of 2:1 i.e. 2 (Two) new fully paid- up equity share of 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up equity shares of 10/- (Rupees Ten only) each of the Company held by the existing Members as on the 'Record Date' to be fixed by the Board, by capitalizing an amount not exceeding ` 1,02,78,76,760 /- (Rupees One Hundred and Two Crore Seventy Eight Lakh Seventy Six Thousand Seven Hundred Sixty only), from and out of the Capital Redemption Reserve Account and / or out of the Securities Premium Account and / or General Reserves and / or any other permitted Reserves, as per the Audited Financial Statement of the Company for the Financial Year ended on 31st March, 2021.

Article 77 of the Articles of Association of the Company permits that, the Company, in General Meeting, may upon recommendation of the Board, approve, capitalisation of any part of the amount for the time being standing to the credit of any of the Company's reserve accounts viz securities premium account and / or capital redemption reserve, and / or any other permissible reserve account(s) by applying the same towards payment of unissued shares to be issued to the existing Members as fully paid up bonus shares.

The bonus issue of equity shares would, inter alia, require fair and reasonable adjustment to the stock options granted and remaining outstanding (whether vested or unvested or unexercised) under the Employee Stock Option Scheme 2006 and Employee Stock Option Scheme 2012 of the Company (collectively referred as 'ESOS Schemes') as on the Record Date to be fixed by the Board for the purpose of determining the entitlement of the Members for the bonus equity shares and/or to the Exercise Price including allotment of such number of additional stock options as bonus stock options to the employees who are holders of such outstanding stock options as on the Record date in the same proportion as the Bonus Equity Shares that are proposed to be issued and allotted to the existing Members. The ESOS Schemes provide for making a fair and reasonable adjustment to the outstanding stock options as mentioned above.

Presently, the Authorised Share Capital of the Company is 1,21,00,00,000/- (Rupees One Hundred Twenty-one Crore only) divided into 11,50,00,000 (Eleven Crore Fifty Lakh) Equity Shares of 10/- (Rupees Ten only) each and 60,00,000 (Sixty Lakh) unclassified shares of 10/- (Rupees Ten only) each. In order to facilitate issue of bonus equity shares and for future requirements, if any, it is proposed to increase the Authorised Share Capital to 3,00,00,00,000/- (Rupees Three Hundred Crore only) divided into 29,40,00,000 (Twenty Nine Crore Forty Lakh) Equity Shares of 10 each and 60,00,000 (Sixty Lakh) unclassified shares of 10/- (Rupees Ten only) each i.e. by creation of additional 17,90,00,000 (Seventeen Crore Ninety Lakh) Equity Shares of ` 10/- (Rupees Ten only) each. The increase in the Authorised Share Capital as aforesaid would entail consequential alteration of the existing Clause V of the Memorandum of Association of the Company.

The increase in the Authorised Share Capital and consequential alteration to Clause V of the Memorandum of Association of the Company and capitalization of free reserves for the purpose of issue of bonus equity shares require Members approvals in terms of Sections 13, 61 and 63 of the Companies Act, 2013, Articles of Association of the Company and any other applicable statutory and regulatory requirements. The Board of Directors of the Company has recommended the resolutions set out at Special Business item no. 1 and 2 of this Postal Ballot Notice for approval of the Members as an Ordinary Resolutions upon the terms and conditions set out in these resolutions read with the explanatory statement for the same.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at item No. 1 and 2 of this Postal Ballot Notice, except to the extent of issue and allotment of bonus equity shares to them consequent to their shareholding, if any, in the Company as on the record date.

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By order of the Board For Mahindra Lifespace Developers Limited

Ankit Shah Asst. Company Secretary & Compliance Officer Membership No. A-26552 -sd-

Place: Mumbai Date : August 7, 2021