Mahindra Lifespace Developers Ltd. — Proxy Solicitation & Information Statement 2022

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September 21, 2022

To,

Re:

SUB: Notice of Postal Ballot.

Dear Sirs,

We refer to our letter dated July 27, 2022, wherein, Ms. Rucha Nanavati (DIN: 09684920) was appointed as Additional Director in the Company w.e.f. July 28, 2022 in the category of NonExecutive Non-Independent Director, subject to approval of members of the Company.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, (SEBI LODR), the consent of the shareholders for appointments on the Board is to be taken at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.

In view of the above and in terms of applicable provisions of the Companies Act, 2013 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of the Notice of Postal Ballot dated September 21, 2022, seeking approval of the members of the Company by way of Ordinary Resolution through Remote E-Voting for appointment of Ms. Rucha Nanavati, being eligible and offering herself for appointment, as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

In compliance with the General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 03/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021 and May 5, 2022

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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, September 16, 2022. 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.

The Company has engaged the services of Registrar and Transfer Agent (RTA) KFin Technologies Limited (“KFin”) as the authorized agency for providing the facilities of Remote E-Voting to its Members and Mr. Martinho Ferrao, Practising Company Secretary as Scrutinizer for conducting the Postal Ballot process, in a fair and transparent manner.

The Remote E-Voting period begins on Thursday, September 22, 2022 at 9.00 A.M. and ends on Friday, October 21, 2022 at 5.00 P.M. The Remote E-Voting module shall be disabled by KFin for voting thereafter.

The Notice of Postal Ballot has been uploaded on the website of the Company at https://www.mahindralifespaces.com/investor-center/?category=postal. The Notice of Postal Ballot is also available on the website of KFin i.e. https://evoting.kfintech.com/showallevents.aspx.

The above is for your information and records.

Yours faithfully,

For Mahindra Lifespace Developers Limited Digitally signed by ANKIT MANOJ SHAH ANKIT DN: c=IN, o=PERSONAL, title=9372, pseudonym=06de19cac914d0399eb38ba 365f5e30073f56c1c56111aa437cd1d1c3e 60311e, postalCode=400067, MANOJ st=Maharashtra, serialNumber=82e40c93b4e5a9631cc148 d7176d0afeaedbcc34715c1305dcb14f5a6 SHAH a9399ab, cn=ANKIT MANOJ SHAH Date: 2022.09.21 11:20:57 +05'30' Ankit Shah

Assistant Company Secretary & Compliance Officer ACS-26552

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Encl.: a/a

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MAHINDRA LIFESPACE DEVELOPERS LIMITED

Registered Office: 5[th] Floor, Mahindra Towers, Worli, Mumbai 400 018; Tel: 022- 67478600 / 67478601

E-mail: [email protected]; 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 resolution set out below is proposed for approval by the Members of Mahindra Lifespace Developers Limited (“the Company”) by means of Postal Ballot (“Postal Ballot Notice / Notice”) through Remote E-Voting 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, 10/2021, 20/2021 and 03/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021 and May 5, 2022 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.

SPECIAL BUSINESS

1. APPOINTMENT OF MS. RUCHA NANAVATI AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR:

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

“RESOLVED THAT in accordance with the provisions of the Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and pursuant to Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable provisions / regulation of the Act and SEBI LODR, Ms. Rucha Nanavati (DIN: 09684920), who was appointed by the Board of Directors pursuant to the provision of Section 161 of the Act read with Article 128 of the Articles of Association of the Company as an Additional Director in the category of Non-Executive Non-Independent Director with effect from 28[th] July, 2022 and who holds office upto the date of next Annual General Meeting or up to a time period of three months from 28[th] July, 2022, whichever is earlier, and in respect of whom the Company has received a notice in writing from a Member proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, effective 28[th] July, 2022."

By order of the Board

For Mahindra Lifespace Developers Limited

Digitally signed by ANKIT MANOJ SHAH DN: c=IN, o=PERSONAL, title=9372, ANKIT pseudonym=06de19cac914d0399eb38ba365f5e30073f56c1c56111aa437cd1d1c3e60311e, postalCode=400067, st=Maharashtra, serialNumber=82e40c93b4e5a9631cc148d7176d MANOJ SHAH 0afeaedbcc34715c1305dcb14f5a6a9399ab, cn=ANKIT MANOJ SHAH Date: 2022.09.21 11:21:56 +05'30'

Ankit Shah

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

Place: Mumbai

Date: 21[st] September, 2022

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NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Act and Regulation 36 of the SEBI LODR, setting out the material facts and reasons for the proposed Ordinary Resolution to be transacted by Postal Ballot and Remote E-Voting, is appended herein below and forms part of the Notice. Members are requested to peruse the proposed resolutions along with the Explanatory Statement and thereafter, record their assent or dissent through the Remote E-Voting facility provided by the Company.

2. The relevant document referred to in the accompanying Postal Ballot Notice and the Explanatory Statement shall be open for inspection electronically, during business hours on all working days and until the last date of receipt of votes through Remote E-Voting. Members seeking to inspect such documents can send an email to [email protected] mentioning their name, Folio no./Client ID and DP ID and the name of the document, with a self-attested copy of their PAN Card attached to the e-mail.

3. In line with the MCA Circulars, the Company will send Postal Ballot Notice only by email to all Members who have registered their email addresses with the Company / KFin Technologies 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, September 16, 2022 (“cut-off date”). Physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not being sent to the Members who have not registered their email address with the Company/RTA or the Depository / Depository Participants.

4. The Members, whose names appear in the Register of Members/List of Beneficial Owners as on Friday, September 16, 2022, being the cutoff date, are entitled to Remote E-Voting on the Ordinary Resolution set forth in the Postal Ballot Notice. A person who is not a Member as on the cut-off date should treat this Postal Ballot Notice for information purpose only.

5. Members may note that this Postal Ballot Notice is available on Company’s website https://www.mahindralifespaces.com/ investor-center/?category=postal, Stock Exchanges website (www.bseindia.com and www.nseindia.com) and KFin’s website (https://evoting.kfntech.com/showallevents.aspx ).

6. In terms of Section 108 and Section 110 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facilities for Members to exercise their right to vote on the resolution proposed, through Remote E-Voting system. For this purpose, the Company has engaged the services of KFin Technologies Limited.

7. Remote E-Voting period shall commence on Thursday, September 22, 2022 (9:00 A.M. IST) and end on Friday, October 21, 2022 (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 (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 the Postal Ballot Notice only through the Remote E-Voting. The Remote E-Voting module shall be disabled by KFin for voting thereafter.

8. 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, September 16, 2022. 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.

9. 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.

10. 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.

11. The result declared along with the Scrutinizer’s Report would be displayed on the Company’s website https://www.mahindralifespaces.com/investor-center/?category=postal and on the website of KFin https://evoting.kfntech.com/ and shall be submitted and available on website of the Stock Exchanges i.e. 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 also on the notice board at the Registered Office of the Company.

12. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of Remote E-Voting i.e. on Friday, October 21, 2022.

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13. Process for registration of email addresses and mobile number.

In light of the MCA Circulars, Members who have not registered their e-mail address and in consequence could not receive the Postal Ballot Notice may temporarily get their e-mail registered with the Company’s RTA, by clicking on the link https://ris.kfntech.com/clientservices/postalballot/registration.aspx. Post successful registration of the e-mail, Members would get soft copy of the notice and the procedure for e-voting to enable voting for this Postal Ballot.

14. Instructions for Remote E-Voting are as below:

The manner of Remote E-Voting by (1) individual Members holding shares of the Company in demat mode, (2) Members (other than individuals holding shares of the Company in demat mode) and Members holding shares of the Company in physical mode, and (3) Members who have not registered their e-mail address are provided here in below:

• 1) Information and Instructions for Remote E-Voting by individual Members holding shares of the Company in demat mode:

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:

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Note:

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.

2. Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

• 2) 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:

• A. Procedure for Members whose email IDs are registered with the Company / Depository Participants (s), 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.kfntech.com

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• 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) [ � ], 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 sha re 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 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 as mentioned herein above. 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.

• XII. 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. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• B. In case email ID of Members is not registered with the Company/Depository Participants, then such Members are requested to register/update their email addresses with the Depository Participant(s) (in case of shares held in Dematerialised form) and inform KFin at the email id: [email protected] (in case of Shares held in physical form):

• i. Upon registration, Member will receive an e-mail from KFin which includes details of E-Voting Event Number (EVEN), USER ID and password.

• ii. Please follow all steps from mentioned above to cast your vote by electronic means.

  • i. Any member who has forgotten the user id and password, may obtain / generate / retrieve the same from KFin in the manner as mentioned below:

    • If the mobile number of the member is registered against Folio No. / DP ID / Client ID, then member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to the mobile no. 9212993399

    • Example for NSDL: MYEPWD IN12345612345678

    • Example for CDSL: MYEPWD 1402345612345678

    • Example for Physical: MYEPWD XXXX1234567890

  • ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfntech.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

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General Guidelines for shareholders

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: [email protected] with a copy marked to [email protected] and to the Company at [email protected].

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://evoting.kfntech.com/ to reset the password.

3. In case of any queries or grievance, in respect of voting by electronic means, members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfntech.com or contact at [email protected].

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

Pursuant to Section 161(1) of the Companies Act, 2013 (the Act) and in terms of the Articles of Association of the Company, the Board is empowered to appoint an Additional Director who shall hold office, up to the date of next Annual General Meeting or the last date on which the Annual General Meeting should have been held whichever is earlier.

Accordingly, the Board of Directors, pursuant to Section 161 of the Companies Act, 2013 and on recommendation of Nomination & Remuneration Committee, appointed Ms. Rucha Nanavati, as an Additional Director of the Company in the category of Non-Executive Non-Independent Director effective July 28, 2022, subject to approval of the Members.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, (SEBI LODR), the consent of the shareholders for appointments on the Board is to be taken at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.

In view of the above and in terms of applicable provisions of the Act and SEBI LODR, the Board recommends appointment of Ms. Rucha Nanavati, being eligible and offering herself for appointment, as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Notice under Section 160 of the Companies Act, 2013 has been received from a Member signifying intention to propose Ms. Rucha Nanavati, as a candidate for the office of Non-Executive Non-Independent Director of the Company.

Profile

Ms. Rucha Nanavati, Chief Information Officer at Mahindra Group, is a global leader with experience in enabling business strategies through technology solutions. Rucha has led successful digital transformations in multiple industries including high-tech, retail and manufacturing. She is passionate about fostering innovations and cultivating an engineering culture. Rucha is known for developing and directing large global, cross-functional tech teams that deliver innovative, high-value, transformational initiatives.

Ms. Nanavati’s previous experiences range from consulting role at PricewaterhouseCoopers to technology leadership roles at Albertsons Companies and Motorola across UK, US and India. Rucha has been recognised by many external agencies for her transformation work through technology. She has won Top Women in Grocery award in 2020 and CIO Powerlist award in 2022. A strong proponent of diversity and inclusion, she is passionate about mentoring and helping women move forward in technology and at workplaces in general.

The details with regard to Ms. Rucha Nanavati as stipulated under SEBI LODR and the applicable Secretarial Standards are as below:

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Ms. Rucha Nanavati is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Non-Executive Non-Independent Director. Ms. Rucha Nanavati is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India or any other authority.

The Board is of the view that Ms. Rucha Nanavati’s knowledge and experience in leading digital transformation for customer and enterprise solutions will benefit the Company in its drive to deploy innovative and new technologies in all spheres of business operations and therefore, recommends her appointment as a Non-Executive Non-Independent Director of the Company set forth in Item no. 1 for approval of the Members of the Company.

Save and except Ms. Rucha Nanavati and her relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (KMP) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

By order of the Board

For Mahindra Lifespace Developers Limited

Digitally signed by ANKIT MANOJ SHAH ANKIT DN: c=IN, o=PERSONAL, title=9372, pseudonym=06de19cac914d0399eb38ba 365f5e30073f56c1c56111aa437cd1d1c3e 60311e, postalCode=400067, MANOJ st=Maharashtra, serialNumber=82e40c93b4e5a9631cc148 d7176d0afeaedbcc34715c1305dcb14f5a6 SHAH a9399ab, cn=ANKIT MANOJ SHAH Date: 2022.09.21 11:23:07 +05'30' Ankit Shah Asst. Company Secretary & Compliance Officer Membership No. A-26552

Place: Mumbai Date: 21[st] September, 2022

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