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No. 3 Addressed to: Investors

PLACEMENT MEMORANDUM Private & Confidential – For Private Circulation Only

(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AS AMENDED FROM TIME TO TIME AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AS AMENDED FROM TIME TO TIME)

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED

(CIN: U65923PN2011PTC141149 )

A private limited company incorporated under the Companies Act, 1956 Date of Incorporation: 21/10/2011

Place of Incorporation: Pune Permanent Account Number: AACCJ7017R

Registered Office: Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013 Corporate office: Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) - 411013

Tel No.: +91 20 6642 5000 ; Fax No.: +91 20 6642 5000 Contact Person: Mr Manish Phalke

Website: www.deere.co.in Email id: PhalkeManish@JohnDeere.com

Company Secretary and Compliance Officer: Ms. Vaishnavi Suratwala; Email: SuratwalaVaishnavi@JohnDeere.com; Telephone: +91 73507 70515

Chief Financial Officer: Mr. Girish Sivaramakrishnan; Email: SivaramakrishnanGirish@JohnDeere.com; Telephone: +91 97647 53709

Promoters: NA Registration number issued by the Reserve Bank of India – N-13.02027

Placement Memorandum for issue of Debentures on a Private Placement Basis

Dated: 16th September, 2021

ISSUE OF 4,000 (FOUR THOUSAND) FULLY PAID RATED LISTED UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000,000 (INDIAN RUPEES ONE MILLION ONLY) EACH, AGGREGATING UP TO RS. 4,000,000,000 (INDIAN RUPEES FOUR BILLION ONLY) (THE “DEBENTURES”) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”). THIS ISSUE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS ON THE WHOLSESALE DEBT MARKET SEGEMENT OF THE BSE IN ACCORDANCE AND COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 READ WITH THE OPERATIONAL CIRCULAR FOR ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES, SECURITISED DEBT INSTRUMENTS, SECURITY RECEIPTS, MUNICIPAL DEBT SECURITIES AND COMMERCIAL PAPER DATED AUGUST 10, 2021 BEARING REFERENCE NUMBER SEBI/HO/DDHS/P/CIR/2021/613, AS AMENDED (“SEBI

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OPERATIONAL CIRCULAR”). THE COMPANY INTENDS TO USE THE BSE EBP PLATFORM FOR THIS ISSUE. THIS PLACEMENT MEMORANDUM IS UPLOADED ON THE BSE EBP PLATFORM ON 20TH SEPTEMBER, 2021. THIS BOND ISSUE DOES NOT FORM PART OF NON-EQUITY REGULATORY CAPITAL MENTIONED UNDER CHAPTER V OF SEBI NCS REGULATIONS, 2021. THE FACE VALUE OF EACH DEBT SECURITY ISSUED ON PRIVATE PLACEMENT BASIS SHALL BE RS. TEN LAKH.

Debenture Trustee

Registrar to the Issue

Rating Agency Arrangers to the Issue

Designated Stock Exchange

CATALYST TRUSTEESHIP LIMITED Address: Windsor, 6th Floor, Office No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai - 400098 Tel: 022-49220506 Fax: 022-49220505 Email: deesha.trivedi@ctltrustee.com Contact Person: Mrs. Deesha Trivedi Website: www.catalysttrustee.com

Name: LINK INTIME INDIA PVT. LTD Address: C 101, 247 Park,L.B.S.Marg, Vikhroli (West),Mumbai - 400083. Tel: : 022 49186000 Fax: 022 49186060 Email: shravani.suvre@linkintime.co.in Contact Person: Ms. Sharavni Surve Website: www.linkintime.co.in

Name: CRISIL LIMITED Address: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai Tel: +91 22 3342 3000 Fax: +91 22 4040 5800 Email: Jasmine.Chaney@ext-crisil.com Contact Person: Jasmine Chaney Website: www.crisilratings.com

Name: Citigroup Global Markets India Private Limited Address: First International Finance Centre, G-Block, Bandra Kurla Complex, Mumbai Tel: +91-22-6175-9707 Fax: +91-22-6175-9707 Email: esha.ajmera@citi.com Contact Person: Esha Ajmera Website: www.citigroup.com

Name: BSE Limited Address: Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Tel: 91-22-22721233 Fax: 91-22-22721919 Email: corp.comm@bseindia.com Contact Person: Gurpreet Website: www.bseindia.com

Details of eligible investors; Refer Page no. 35

Coupon/ dividend rate, coupon/ dividend payment frequency, redemption date and redemption amount

Refer Page no. 41

Disclosure pertaining to wilful defaulter Refer Page no. 29

Details of underwriting Refer Page no. NA

Issue Schedule Refer Page no. iv

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PART A: DISCLOSURES AS PER SEBI DEBT LISTING REGULATIONS: Please see below the disclosures as required under the terms of the SEBI Debt Listing Regulations (as defined below):

S.no Particulars Relevant Disclosure

1. Corporate Identity Number of the Issuer:

U65923PN2011PTC141149

2. Permanent Account Number of the Issuer:

AACCJ7017R

3. Date and place of Incorporation of the Issuer:

21/10/2011, Pune (Maharashtra)

4. Latest registration / identification number issued by any regulatory authority which regulates the Issuer (in this case Reserve Bank of India):

RBI Registration number - N-13.02027

5. Registered Office address of the Issuer:

Tower 14, Magarpatta City, Hadapsar, Pune (MH) – 411013

6. Corporate Office address of the Issuer:

Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) – 411013

7. Telephone No of the Issuer: 020 6642 5000

8. Details of Compliance officer of the Issuer:

Miss Vaishnavi Suratwala

9. Details of Company Secretary of the Issuer:

Ms. Vaishnavi Suratwala; Email: SuratwalaVaishnavi@JohnDeere.com; Telephone: +91

73507 70515

10. Details of Chief Financial Officer of the Issuer:

: Mr. Girish Sivaramakrishnan; Email: SivaramakrishnanGirish@JohnDeere.com; Telephone: +91 97647 53709

11. Details of Promoters of the Issuer:

NA

12. Website address of the Issuer:

www.deere.co.in

13. Email address of the Issuer:

PhalkeManish@JohnDeere.com

14. Details of debenture trustee for the Issue:

Name: Catalyst Trusteeship Limited Address: GDA House, Plot No. 85, Bhusari Colony (Right), Kothrud, Pune-411038 Logo:

Email address: dt@ctltustee.com Telephone Number: 022 4922 0555 Contact Person: Mr. Umesh Salvi

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15. Details of credit rating agency for the Issue:

Name: CRISIL LIMITED Address: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai

Tel: +91 22 3342 3000 Fax: +91 22 4040 5800 Email: Jasmine.Chaney@ext-crisil.com Contact Person: Jasmine Chaney Website: www.crisilratings.com

16. Date of placement memorandum / Information Memorandum

September 16, 2021

17. Type of placement memorandum / Information Memorandum

This Information Memorandum is being issued in relation to the private placement basis of Debentures (which are being issued under the terms hereof in a single series).

18. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable

ISSUE OF 4,000 (FOUR THOUSAND) FULLY PAID RATED LISTED UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000,000 (INDIAN RUPEES ONE MILLION ONLY) EACH, AGGREGATING UP TO RS. 4,000,000,000 (INDIAN RUPEES FOUR BILLION ONLY)

19. The aggregate amount proposed to be raised through all the stages of offers of non-convertible securities made through the shelf placement memorandum;

Not applicable.

20. Details of Registrar to the Issue: Name: LINK INTIME INDIA PVT. LTD Address: C 101, 247 Park,L.B.S.Marg, Vikhroli (West),Mumbai - 400083.

Tel: : 022 49186000 Fax: 022 49186060 Email: shravani.suvre@linkintime.co.in Contact Person: Ms. Sharavni Surve Website: www.linkintime.co.in

21. Issue Schedule Date

Issue Opening Date September 22, 2021

Issue Closing Date September 22, 2021

Earliest Closing Date, if any

September 22, 2021

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Pay-in Date September 23, 2021

Deemed Date of Allotment

September 23, 2021

22. Credit Rating of the Issue CRISIL AAA / Stable dated 7th September 2021 and 14th September 2021

23. All the ratings obtained for the private placement of Issue

CRISIL AAA / Stable dated 7th September 2021 and 14th September 2021

24. The name(s) of the stock exchanges where the securities are proposed to be listed

BSE Limited

25. The details about eligible investors;

Please refer section 6.15

26. Coupon / dividend rate, coupon / dividend payment frequency, redemption date, redemption amount and details of debenture trustee

6.35%p.a. fixed. Frequency annual. Please refer term sheet for more details

27. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable

ISSUE OF 4,000 (FOUR THOUSAND) FULLY PAID RATED LISTED UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000,000 (INDIAN RUPEES ONE MILLION ONLY) EACH, AGGREGATING UP TO RS. 4,000,000,000 (INDIAN RUPEES FOUR BILLION ONLY)

28. Details about underwriting of the issue including the amount undertaken to be underwritten by the underwriters:

Not applicable.

29. Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the placement memorandum on the Electronic Book Provider Platform, if applicable.

Not applicable.

Background

This Placement Memorandum prepared under the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time), the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (as amended from time to time), for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by John Deere Financial India Private Limited (the “Issuer” or “Company”). This is only an information brochure intended for private use.

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This Placement Memorandum contains relevant information and disclosures required for the purpose of issuing and allotting the Debentures. The issue of the Debentures comprised in the Issue and described under this Placement Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on 6th September 2021 respectively and the Board of Directors of the Issuer on 13th January 2021 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated 6th September 2021 in accordance with provisions of the Companies Act 2013 (the “Companies Act”), the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to Rs. 1,500 crores (Rupees One Thousand Five Hundred Crores only). The present issue of Debentures in terms of this Placement Memorandum is within the overall powers of the Board as per the above shareholder resolution(s).

NEITHER THE ISSUER NOR ANY OF ITS PROMOTERS OR DIRECTORS HAS BEEN DECLARED AS A WILFUL DEFAULTER.

General Risks

Investment in debt and debt related securities involves a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Placement Memorandum issued in pursuance hereof and the Issue including the risks involved. The Debentures have not been recommended or approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk Factors contained under Section 3 of this memorandum of private placement for issue of Debentures (“Placement Memorandum”). These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Placement Memorandum contains all information with regard to the Issuer and the issue which is material in the context of the issue, that the information contained in the Placement Memorandum is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

Listing

The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (“Stock Exchange”) and will be issued through the “BSE Bond” platform through electronic book mechanism. The Issuer has obtained an in-principle approval from the Stock Exchange on 20th September, 2021. The Issuer, with prior notice to the Debenture Trustee, may get the Debentures listed on other material stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer intends to use the electronic book mechanism as available on the website of the BSE. The Issuer has obtained an in-principle approval from BSE on 20th September, 2021.

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Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by CRISIL LTD (“Rating Agency”). The Rating Agency has vide its letter dated 7th September, 2021 & 14th September 2021 assigned a rating of CRISIL AAA/Stable in respect of the Debentures.

The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any other ratings. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information, etc.

Please refer to Annexure II of this Placement Memorandum for the letter dated 7th September, 2021 & 14th September, 2021 from the Rating Agency assigning the credit rating abovementioned and disclosing the rating rationale adopted for the aforesaid rating. Press release of credit ratings can be viewed on website www.crisilratings.com

Issue Schedule

Date

Issue Opening Date September 22, 2021

Issue Closing Date September 22, 2021

Earliest Closing Date, if any

September 22, 2021

Pay-in Date September 23, 2021

Deemed Date of Allotment

September 23, 2021

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

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TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 1 SECTION 2: DISCLAIMERS 5 SECTION 3: RISK FACTORS 9 SECTION 4: FINANCIAL STATEMENTS 12 SECTION 5: REGULATORY DISCLOSURES 14 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 31 SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE 32 ANNEXURE I: TERM SHEET 43 ANNEXURE II: RATING LETTER & RATING RATIONALE 53 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 54 ANNEXURE IV: APPLICATION FORM 55 ANNEXURE V: ILLUSTRATION OF DEBENTURE CASH FLOWS 58 ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER 59 ANNEXURE VII RELATED PARTY TRANSACTIONS 71 ANNEXURE VIII CASH FLOW STATEMENT 72 ANNEXURE IX CORPORATE STRUCTURE/ ORGANISATION STRUCTURE 73 ANNEXURE X MATERIAL CONTRACTS 74

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

In this Placement Memorandum, unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Placement Memorandum. All capitalised terms used but not defined herein shall have the meaning ascribed to such term under the Debenture Trust Deed.

Allot/Allotment/Allotted The allotment of the Debentures pursuant to this Issue.

Applicable Law or Law All applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or person acting under the authority of any governmental authority of India (as may be applicable) and includes regulations and requirements prescribed by the RBI and SEBI relating to the issuance and listing of the Debentures and any matter related thereto.

Application Form The form used by the recipient of this Placement Memorandum, to apply for subscription to the Debentures, which is in the form annexed to this Placement Memorandum and marked as ANNEXURE IV: APPLICATION FORM.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form defined under Section 2 of the Depositories Act.

Business Day All days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business. In relation to the time period between the bid/ issue closing date and the listing of the Debentures on the BSE, ‘Business Day’ shall mean all trading days of the Wholesale Debt Market Segment of the BSE excluding Saturdays, Sundays and bank holidays.

Board/Board of Directors The Board of Directors of the Issuer.

BSE Bond Platform Electronic Bidding Platform of BSE –“BSE-BOND” (BSE Bidding Online for Debt) launched by the the Stock Exchange on July 01, 2016 in accordance with SEBI circular no. CIR/IMD/DF1/48/2016 Dated April 21, 2016,regarding Electronic Book Mechanism for issuance of debt securities on private placement basis.

CDSL Central Depository Services Limited

Companies Act/ Act The Companies Act, 2013, and for any matters or affairs prior to the notification of the relevant provisions of the Companies Act, 2013, the Companies Act, 1956 and shall include the rules, regulations, circulars and notifications issued thereunder and any other statutory amendment or re-enactment thereof.

Company/Issuer John Deere Financial India Private Limited

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Credit Rating Agency/Rating Agency

CRISIL LTD

Debentures 4,000 listed, unsecured, rated, redeemable, taxable, non-convertible Debentures of a face value of Rs. 1,000,000 each and aggregating up to Rs. 4,000,000,000 (Rupees Four Billion Only) issued or to be issued by the Company to the Debenture Holders in terms of the Debenture Trust Deed and pursuant to this Placement Memorandum

Debenture Trustee/Trustee

Catalyst Trusteeship Limited

Debenture Trustee Agreement

Agreement executed/to be executed by and between the Debenture Trustee and the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures.

Debenture Trust Deed The Debenture Trust Deed to be executed by and between the Debenture Trustee and the Company which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.

Debenture Holders / Investors

A person whose name is registered as the holder of a Debenture in the register of Debenture Holders.

Deemed Date of Allotment

23rd September, 2021

Demat Dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository.

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

Depository NSDL and/or CDSL

Depository Participant / DP

A depository participant as defined under the Depositories Act.

Director(s) Director(s) of the Issuer.

Disclosure Document / Placement Memorandum

This disclosure document issued by the Company for the issue of the Debentures on a private placement basis in accordance with Applicable Laws (including the SEBI Debt Listing Regulations) and including the Private Placement Offer Letter issued pursuant to the Companies Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

DP ID Depository Participant Identification Number.

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Due Date Any date on which the holders of the Debentures are entitled to any payments, whether on maturity or otherwise including on acceleration.

Early Redemption Date A date when the Trustee requires the Debentures to be redeemed on a date prior to the Final Redemption Date as per the terms of the Debenture Trust Deed.

EFT Electronic Fund Transfer.

Eligible Investors Shall have the meaning specified in Clause 6.15 below.

Events of Default Shall have the meaning assigned to such term under the Debenture Trust Deed.

Financial Year/ FY The accounting year of the Issuer commencing each year on April 1st and ending on the following March 31st, or such other period as the Issuer, with Debenture Holders consent, from time to time designates as its accounting year.

Maturity Date/Final Redemption Date

February 18, 2025

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

Private Placement Offer Letter

The offer letter prepared in compliance with Section 42 of the Companies Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and attached herewith as ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER to this Placement Memorandum.

RBI Reserve Bank of India.

Record Date The date falling 15 (fifteen) calendar days prior to the date on which Interest is due and payable on the Debentures, or the date of redemption of such Debentures (as applicable).

Redemption Date Means an Early Redemption Date or the Final Redemption Date, as the case may be.

Register of Debenture Holders

The register maintained by the Issuer containing the name of Debenture holders entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office of the Issuer.

R&T Agent Registrar and Transfer Agent to the Issue.

ROC Registrar of Companies.

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Rs. / INR Indian National Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations/ SEBI Regulations

Means the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and the SEBI Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper” (SEBI/HO/DDHS/P/CIR/2021/613) dated August 10, 2021 issued by SEBI, each as amended, varied or modified from time to time and such other applicable rules, regulations, notifications and circulars issued by SEBI from time to time.

Debentures 4,000 (Four Thousand) fully paid rated listed unsecured redeemable non-convertible debentures each having a face value of INR 1,000,000 (Indian Rupees One Million only) aggregating up to INR 4,000,000,000 (Indian Rupees Four Billion only).

Term Sheet The term sheet in relation to the Debentures, as more particularly set out in Part A of Annexure I.

Stock Exchange means BSE Limited.

TDS Tax Deducted at Source.

Terms & Conditions The terms and conditions pertaining to the Issue as outlined in the Transaction Documents.

Transaction Documents The Debenture Trust Deed, the Debenture Trustee Agreement, this Placement Memorandum and all other documents (if any) to be executed in relation to the Debentures, as more particularly listed in the Debenture Trust Deed.

WDM Wholesale Debt Market segment of the Stock Exchange.

Wilful Defaulter An Issuer who is categorized as a wilful defaulter by any Bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time.

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SECTION 2: DISCLAIMERS

ISSUER’S DISCLAIMER

This Placement Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of the Stock Exchange is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Placement Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

As per the SEBI Debt Listing Regulations and Companies Act and the rules and regulations prescribed thereunder, it is not necessary for a copy of this Placement Memorandum to be filed or submitted to the SEBI for its review and/or approval.

This Placement Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and applicable RBI regulations governing private placements of debentures. This Placement Memorandum has been prepared solely to provide general information about the Issuer to Eligible Investors (as defined below) to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Placement Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Placement Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Placement Memorandum nor any other information supplied in connection with the Debenture is intended to provide the basis of any credit decision or other evaluation and any recipient of this Placement Memorandum should not consider such receipt as a recommendation to subscribe to any Debenture. Each potential Investor contemplating subscription to any Debenture should make its own independent assessment of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debenture and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Placement Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Placement Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Placement Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, the Issuer accepts no responsibility for statements made otherwise than in the Placement Memorandum or any other material

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issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Placement Memorandum would be doing so at its own risk.

This Placement Memorandum and the respective contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debenture. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Placement Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this Placement Memorandum being issued have been sent. Any application by a person to whom the Placement Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Placement Memorandum shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Placement Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Placement Memorandum) without retaining any copies hereof. If any recipient of this Placement Memorandum decides not to participate in the Issue, that recipient must promptly return this Placement Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Placement Memorandum to reflect subsequent events after the date of Placement Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Placement Memorandum nor any sale of Debenture made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Placement Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debenture or the distribution of this Placement Memorandum in any jurisdiction where such action is required. Persons into whose possession this Placement Memorandum comes are required to inform themselves of, and to observe, any such restrictions. The Placement Memorandum is made available to potential investors in the Issue on the strict understanding that it is confidential.

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DISCLAIMER CLAUSE OF STOCK EXCHANGE

As required, a copy of this Placement Memorandum has been filed with the Stock Exchange in terms of the SEBI Debt Listing Regulations.

It is to be distinctly understood that submission of this Placement Memorandum to the Stock Exchange should not in any way be deemed or construed to mean that this Placement Memorandum has been reviewed, cleared, or approved by the Stock Exchange; nor does the Stock Exchange in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Memorandum, nor does the Stock Exchange warrant that the Issuer’s Debenture will be listed or will continue to be listed on the Stock Exchange; nor does the Stock Exchange take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Placement Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Placement Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debenture issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Placement Memorandum.

Each recipient of this Placement Memorandum acknowledges that:

(i) it has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and

(ii) such recipient has not relied on the Issuer in connection with its investigation of the accuracy of such information or its investment decision.

DISCLAIMER OF THE ARRANGERS

The Issuer has authorized Citigroup Global Markets India Private Limited (the “Arranger”) to distribute this Placement Memorandum in connection with the the Debentures.

Nothing in this Placement Memorandum constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

The Issuer has prepared this Placement Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the Debentures. All the information contained in this Placement Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Arranger. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arranger or any of their affiliates for the accuracy, completeness, reliability, correctness or fairness of this Placement Memorandum or any of the

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information or opinions contained therein, and the Arranger hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Placement Memorandum and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Placement Memorandum or any information or errors contained therein or any omissions there from. By accepting this Placement Memorandum, You agree that the Arranger will not have any such liability.

You should carefully read and retain this Placement Memorandum. However, you are not to construe the contents of this Placement Memorandum as investment, legal, accounting, regulatory or tax advice, and you should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the paragraph titled “Eligible Investors” of this Placement Memorandum, who shall be specifically approached by the Issuer. This Placement Memorandum does not constitute an offer to sell or an invitation to subscribe to Debenture offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai, India, subject to terms of the Debenture Trust Deed. This Placement Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debenture herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

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SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debenture and the market in general envisaged by the management of the Company. Potential investors should carefully consider all the risk factors stated in this Placement Memorandum for evaluating the Company and its business and the Debenture before making any investment decision relating to the Debenture. The Company believes that the factors described below represent the principal risks inherent in investing in the Debenture, but does not represent that the statements below regarding risks of holding the Debenture are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Potential investors should also read the detailed information set out elsewhere in this Placement Memorandum and reach their own views prior to making any investment decision.

(A) REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE COMPANY.

Potential Debenture Holders should be aware that receipt of the principal amount, along with the accrued interest payable thereon (i.e. the redemption amounts for the Debentures) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company. Potential Debenture Holders assume the risk that the Company will not be able to satisfy its obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

(B) THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential Debenture Holders may have to hold the Debentures until redemption to realize any value. As specified in this Placement Memorandum, an application has been made to list the Debentures on the Stock Exchange and an in-principle approval has been obtained from the Stock Exchange on 20th September, 2021. If the Debentures are so listed or quoted or admitted to trading on Stock Exchange, no assurance is given by the Stock Exchange that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.

(C) CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Company, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Debenture Holders may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms.

(D) CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF DEBENTURES

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest

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rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures.

(E) RISKS OWING TO THE COVID – 19 PANDEMIC

The COVID pandemic resulted in additional risks that could materially adversely affect the Company’s business, financial condition, results of operations and/or cash flows.

COVID was identified in late 2019 and has spread globally. The rapid spread has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted and may further impact all or portions of the Company’s workforce and operations and the operations of customers. The Company has been affected by the pandemic and taken containment measures. Considerable uncertainty exists regarding such measures and potential future measures. Restrictions on the Company’s workforce’s access to its facilities could limit its ability to meet customer servicing expectations and have a material adverse effect on the Company’s financial condition, cash flows and results of operations. There is no certainty that measures taken by governmental authorities will be sufficient to mitigate the risks posed by the virus, and the Company’s ability to perform critical functions could be harmed.

The COVID pandemic has also significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. It is likely that the COVID pandemic has caused an economic slowdown, and it is possible that it could cause a global recession. These events could affect the value of the equipment financed or leased, the demand for financings and the financial condition and credit risk of our dealers and customers.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect the Company’s business and outlook (as well as that of Deere & Company and its wholly-owned subsidiaries (“John Deere”)). These uncertainties include: prolonged reduction or closure of John Deere’s and the Company’s operations, or a delayed recovery in such operations; additional closures as mandated or otherwise made necessary by governmental authorities; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID-related challenges; absence of employees due to illness; requests by the Company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in John Deere’s and the Company’s financial performance, outlook or credit ratings, which could impact John Deere’s and the Company’s ability to obtain funding in the future; and the impact of the pandemic on demand for John Deere’s products and services. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

The ultimate magnitude of COVID effects, including the extent of its impact on the Company’s financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for our services, as well as the effect of governmental regulations imposed in response to the

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pandemic. We cannot at this time predict the impact of the COVID pandemic, but it could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

(F) POLITICAL AND ECONOMIC RISK IN INDIA

The Company operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Company has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition.

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SECTION 4:FINANCIAL STATEMENTS

Parameters FY 20-21 (As per Ind AS) FY 19-20 (As per Ind AS)

Net worth 7,151,084,000.00 4,780,718,861

Total Debt 26,657,222,000.00 19,462,759,632

Net Fixed Assets 53,556,000.00 48,297,076

Other Non-financial assets 508,350,000.00 323,764,004

Cash and Cash Equivalents 649,373,000.00 802,500,690

Current Investments - -

Other Financial Assets 33,430,115,000 23,337,854,333

Other Financial Liabilities 751,644,000.00 203,630,867

Other Non-financial liabilities 81,506,000.00 65,306,045

Assets Under Management 33,371,200,000.00 238,895,966,423

Off Balance Sheet Assets NIL NIL

Interest Income 4,457,279,000.00 3,227,796,553

Interest Expense 1,685,005,000.00 1,439,714,310

Provisioning & Write-offs 1,065,155,000 585,048,076

PAT 740,303,000.00 253,794,847

Gross NPA (%) 5.60% 6.74%

Net NPA (%) 3.73% 4.69%

Tier I Capital Adequacy Ratio (%) 19.55% 18.92%

Tier II Capital Adequacy Ratio (%) 0.83% 0.39%

Parameters FY

2018-19 (As per earlier India

GAAP)

For Financial Entities

Net worth 3,806,418,650

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Total Debt 13,468,000,000

of which – Non-Current Maturities of

Long Term Borrowing

10,945,000,000

- Short Term Borrowing

-

- Current Maturities of Long Term Borrowing

2,523,000,000

Net Fixed Assets 13,411,977

Non-Current Assets 10,298,728,616

Cash and Cash Equivalents 762,905,605

Current Investments -

Current Assets 8,029,492,345

Current Liabilities 3,110,462,992

Assets Under Management 16,775,100,000 Off Balance Sheet Assets Nil

Interest Income 2,328,873,599

Interest Expense 1,022,289,722

Provisioning & Write-offs 226,930,812

PAT 223,957,007

Gross NPA (%) 4.96%

Net NPA (%) 3.25% Tier I Capital Adequacy Ratio (%) 20.70%

Tier II Capital Adequacy Ratio (%) 1.25%

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SECTION 5: REGULATORY DISCLOSURES

The Placement Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations and applicable Law.

5.1 Documents Submitted to the Exchanges

The following documents along with the listing application have been / shall be submitted to the Stock Exchange:

(a) A draft of this Placement Memorandum;

(b) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(c) Copy of the last 3 (three) years audited annual reports;

(d) Statement containing particulars of, dates of, and parties to all material contracts and agreements, if any;

(e) Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories held on 13th January, 2021 authorising the Company to borrow and issue non convertible debentures, upon such terms as the Board may think fit, upto an aggregate limit of Rs. 4,000,00,00,000 (Rupees Four Thousand Crores only) along with a list of authorised signatories of the Issuer;

(f) Certified true copy of the resolution passed by the Issuer at the Extra Ordinary General Meeting held on 6th September, 2021 authorising the Company to borrow and issue non convertible debentures, upon such terms as the Board may think fit, upto an aggregate limit of Rs. 1,500,00,00,000 (Rupees One Thousand Five Hundred Crores only);

(g) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc and the same would be uploaded on the website of the Stock Exchange, where the debt securities have been listed, within 5 (five) working days of execution of the same; and

(h) Any other particulars or documents that the Stock Exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copies of the last 3 (three) years’ audited Annual Reports;

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(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

(d) Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any; and

(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in the Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual results. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within 2 (Two) working days of their specific request;

5.2A The Issuer shall submit all documents, and make necessary disclosures, in accordance with the SEBI (Listing Obligations and Disclosure Requirements), 2015. The Issuer shall comply with the SEBI (Listing Obligations and Disclosure Requirements), 2015.

5.3 Name and Address of Registered Office and Corporate Office of the Issuer

Name : John Deere Financial India Private Limited

Registered Office of Issuer : Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Office of Issuer : Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Identification Number : U65923PN2011PTC141149

Phone No. : +91 20 6642 5000

Contact Person : Mr Manish Phalke

Email : PhalkeManish@JohnDeere.com

Compliance Officer of Issuer : Miss. Vaishnavi Suratwala

Chief Financial Officer of Issuer : Mr. Girish Sivaramakrishnan

Arrangers, if any, of the instrument : Citigroup Global Markets India Private Limited Address: First International Finance Centre, G-

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Block, Bandra Kurla Complex, Mumbai Tel: +91-22-6175-9707 Fax: +91-22-6175-9707 Email: esha.ajmera@citi.com Contact Person: Esha Ajmera Website: www.citigroup.com

Name and Address of Debenture : CATALYST TRUSTEESHIP LIMITED

Trustee to the issue Windsor, 6th Floor, Office No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai – 400098 Tel: 022-49220506 Fax: 022-49220505 Email: deesha.trivedi@ctltrustee.com Contact Person: Mrs. Deesha Trivedi

Registrar to the Issue : LINK INTIME INDIA PVT. LTD C 101, 247 Park, L.B.S. Marg, Vikhroli (West),

Mumbai - 400083. Tel: : 022 49186000 Fax: 022 49186060 Email: shravani.suvre@linkintime.co.in Contact Person: Ms. Sharavni Surve

Name and Address of Credit Rating : CRISIL LTD Agency for the Issue CRISIL House, Central Avenue, Hiranandani

Business Park, Powai, Mumbai Tel: +91 22 3342 3000 Fax: +91 22 4040 5800 Email: Jasmine.Chaney@ext-crisil.com Contact Person: Jasmine Chaney

Auditors of the Issuer : M/S BSR & Associates LLP Chartered Accountant 7th & 8th floor, Business Plaza,

Westin Hotel Campus, 36/3-8, Koregaon Park Annex, Mundhwa Road, Ghorpadi, Pune - 411001, India Telephone +91 (20) 6747 7300 Fax +91 (20) 6747 7310 Email: sudhanshus1@bsraffiliates.com Contact Person: Sudhanshu Singh

5.4 A brief summary of business / activities of the Issuer and its subsidiaries with the details

of branches or units if any and its line of business:

(a) Overview

The Issuer was incorporated on 21st October 2011 under the Companies Act, 1956. The Company has also been granted certificate of registration number CIN:

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U65923PN2011PTC141149 by Registrar of Companies, Pune. The Company is in the business of Financing.

(b) Corporate Structure/Organization Structure

This is set out in Annexure IX.

(c) Project cost and means of financing, in case of funding of new projects: N.A.

(d) Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis. (in Lakhs)

Balance Sheet

FY 2020-21 FY 2019-20

FY 2018-19

(As per earlier India GAAP)

Net Fixed assets 535.56 482.97 133.61

Current assets 340795.5 241403.55 175466.01

Non-current assets 5083.5 3237.64 1909.87

Total assets 346414.56 245124.16 177509.49

Non-Current Liabilities

(including maturities of long-term

borrowings and short- term borrowings)

Financial (borrowings, trade payables, and

other financial liabilities)

Provisions

Deferred tax liabilities (net)

Other non-current liabilities

266572.22

194627.6

135347.93

Current Liabilities

(including maturities of long-term borrowings)

Financial (borrowings, trade payables, and

other financial liabilities)

Provisions

Current tax liabilities (net)

Other current liabilities

7516.44

572.87 -

242.19

2036.91

554.11 -

98.95

1524.75

454.57 4.24

73.76

Equity (equity and other equity) 71510.84 47807.19 40104.24

Total equity and liabilities 346414.56 245124.16 177509.49

Total revenue From operations

Other income

44246.27 326.52

32069 208.97

23050.24 145.77

Total Expenses 35967.88 29704.22 19420.66

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Total comprehensive income

Profit / loss

Other comprehensive income

7444.65 2537.95 2884.20

Profit / loss after tax 7403.03 2533.22 2922.07

Earnings per equity share:

(a) basic; and (b) diluted

Continuing operations

Discontinued operations

Total Continuing and discontinued operations

1.64

0.73

0.99

Net cash generated from operating activities -87471.07 -63499.78 -42054.04

Net cash used in / generated from investing

activities -177.24 123.06 -3972.26

Net cash used in financing activities 86117.61 64018.21 51906.24

Cash and cash equivalents 6493.73 8024.42 7629.05

Balance as per statement of cash flows 6493.73 8024.42 7629.05

Net worth 71510.84 47807.19 32220.04

Cash and Cash Equivalents 6493.73 8024.42 7629.05

Current Investments NIL NIL NIL

Assets Under Management 33371.2 23304.5 16775.1

Off Balance Sheet Assets NIL NIL NIL

Total Debts to Total assets 0.76 0.79 0.76

Debt Service Coverage Ratios 0.16 0.16 0.17

Interest Income 44246.27 32069.00 23050.24 Interest Expense 16850.05 14397.14 10222.89

Interest service coverage ratio 1.58 1.24 1.30

Provisioning & Write-offs 1932.4 1562.8 832.4

Bad debts to Account receivable ratio

Gross NPA (%) 5.60% 6.74% 4.96%

Net NPA (%)

3.73% 4.69% 3.25%

Tier I Capital Adequacy Ratio (%) 19.55% 18.92% 20.70%

Tier II Capital Adequacy Ratio (%) 0.83% 0.39% 1.25%

5.5 Gross Debt: Equity Ratio of the Issuer

Before the issue of debt securities 3.60

After the issue of debt securities 4.16

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5.6 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability:

Particulars Amount in Lakhs – 31st Mar 2021

Consumer related matters 1.00

GST Matters 11.60

12.60

5.7 Brief history of Issuer since its incorporation giving details of its following activities:

(a) Details of Share Capital as on the latest quarter end, i.e., as on June 30, 2021

Share Capital INR (in Millions)

Authorised

800,000,000 equity shares of face value Rs. 10 each 8,000

Issued, Subscribed and Fully Paid- up

535,900,000 equity shares of face value Rs. 10 each 5,359

TOTAL 5,359

(b) Changes in its capital structure as on last quarter end, for the last 3 (three) years:-

Date of Change (AGM/EGM) INR (in Millions) Particulars

24th September 2013 500 to 3000 Increase of authorized capital

02nd November 2018 3000 to 8000 Increase of authorized capital

TOTAL 8000

(c) Equity Share Capital History of the Company as on last quarter end i.e June 30, 2021 for the last 3 (three) years: -

Date of

Allotment

No of Equity Shares Fac

e Value

Issue

Price

(Rs.)

Consideration

(Cash/other than

Cash)

Nature of

Allotment

Cumulative

Remarks

No. of equity shares

Equity Share Capital (Rs.)

Equity Share

Premium (Rs.)

17-Mar-

19 50,000,000 10 10 Cash Equity 343,900,000 3,439,000,000 Nil

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Date of

Allotment

No of Equity Shares Fac

e Value

Issue

Price

(Rs.)

Consideration

(Cash/other than

Cash)

Nature of

Allotment

Cumulative

Remarks

No. of equity shares

Equity Share Capital (Rs.)

Equity Share

Premium (Rs.)

27-Feb-20

50,000,000 10 10.3

3 Cash Equity 393,900,000 3,939,000,000 16,500,000

23-Jul-20

42,000,000 10 10.3

3 Cash Equity 435,900,000 4,359,000,000 77,400,000

23-Oct-20

50,000,000 10 11.4

5 Cash Equity 485,900,000 4,859,000,000

149,900,000

Notes, if any: None

(d) Details of any Acquisition or Amalgamation in the last 1 (one) year: NA

(e) Details of any Reorganization or Reconstruction in the last 1 (one) year: NA

5.8 Details of the shareholding of the Company as on the latest quarter end, i.e., June 30, 2021:-

(a) Shareholding pattern of the Company as on last quarter end, i.e. June 30, 2021:-

Sr. No.

Particulars Total No. of Equity Shares

No. of Shares in demat form

Total shareholding as % of total no of equity shares

1 John Deere India Private Limited

535,899,990.00 NIL 99.99%

2 John Deere Luxembourg Investment SARL

10 NIL 0.01%

Notes: Details of shares pledged or encumbered by the promoters (if any): NIL

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. June 30, 2021

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

1 John Deere India Private Limited

535,899,990.00 NIL 99.99%

2 John Deere Luxembourg Investment SARL

10 NIL 0.01%

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5.9 Following are the details regarding the directors of the Company:

(a) This table sets out the details regarding the Company’s Board of Directors as on date of the Placement Memorandum*:-

S. No.

Name & Designat

ion

Residential Address

Date of Birth

(dd/mm/yyyy)

Age DIN PAN Director of the

Company since

Other Directo

rship

Whether Wilful Defaulter (Y/N)

1 Ajit Prakash Jain

Flat 602, Building D/1, Bramha Suncity, Vadgaonsheri Pune 411014

13/07/1974

46 07021106

ABMPJ8624L

28/01/2015

NIL N

2 Mark Rowland Ferres

46 ANCHORAGE CCT, Twin Waters QLD, AUSTRALIA 4564

06/02/1965

56 09201972

NIL 07/07/2021

NIL N

3 Abhay Dinkar Dhokte

S.N.25/1 A AND 26/1 ACOLADE, A2/603 KHARADI BYPASS, KHARADI, DUKIRKLINE PUNE 411014 MH IN

04/08/1970

50 08481252

ACHPD4086E

01/07/2019

NIL N

4 Manish Madhav Phalke

S.NO.-25, FLAT NO.25 ATUL PARK HOUSING SOCIETY, HINGNE KHURD SINHAGAD ROAD NEAR SARASWATI SUPER MARKET, A PUNE 411051 MH IN

28/09/1969

51 08501967

ABGPP3655F

11/07/2019

NIL N

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S. No.

Name & Designat

ion

Residential Address

Date of Birth

(dd/mm/yyyy)

Age DIN PAN Director of the

Company since

Other Directo

rship

Whether Wilful Defaulter (Y/N)

5 Pranjali Rahul Patil

Flat No12, Sayali Terraces, Plot No-94,Aanand Park, ITI Road Opposite Fab India, Sanewadi Aundh, Pune City Gane Pune 411007 MH IN

09/10/1979

41 08738193

AMSPP0496P

15/05/2020

NIL N

* Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: - NA

(b) Details of change in directors since last three years:

S. No.

Name & Designation

DIN Date of

appointment/ Resignation

Director of the Company since (in case

of resignation)

Date of cessation Remarks

1 Satyen Shah

07267664 30/06/2019 (Resigned)

- 30/06/2019

Moved to different

higher role in parent

company.

2 Abhay Dinkar Dhokte

08481252 01/07/2019 (Appointed)

01/07/2019 -

-

3 Manish Madhav Phalke

08501967 11/07/2019 (Appointed)

11/07/2019 - -

4 Pranjali Rahul Patil

08481252 15/05/2020 (Appointed)

15/05/2020 - -

5 Felix Frie 07989974

07/07/2021 (Resignation)

01/12/2017

Moved to a

different role

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5.10 Following details regarding the auditors of the Company:

Name Address Auditor Since

M/s BSR & Associates LLP

7th & 8th Floor, Business Plaza, Westin Hotel Campus, 36/3-B, Koregaon Park Annex, Mundhwa Road, Ghorpadi, Pune -411001.

Is appointed on 18th July 17 i.e. from FY 17-18 till the conclusion of sixth AGM

5.11 Details of change in auditors since last three years:

Name

Date of

resignation

Date of Appointme

nt Address Auditor Since

Remarks

Deloitte Haskins & Sells LLP

16-17

Since Inception

706, B wing ,7th floors’ S B Road, Pune. 411016

From Incorporation of Company till 2016-17

Change required by the Companies Act due to rotation

5.12 Details of borrowings of the Company, as on 15th September 2021

(a) Details of secured loan facilities – NA

(b) Details of outstanding unsecured loan facilities

Lender’s Name

Type of Facility

Amount Sanctioned Principal Amount

Outstanding Repayment

Date/Schedule

MUFG Bank

TL 6,250,000,000.00 1,608,750,000.00 Multiple dates

SCB TL 6,150,000,000.00 3,185,000,000.00 Multiple dates

Citi Bank WCDL 3,000,000,000.00 2,000,000,000.00 Multiple dates

HSBC ECB 2,100,000,000.00 1,275,000,000.00 Multiple dates

HDFC TL 2,800,000,000.00 2,668,750,000.00 Multiple dates

Axis TL 4,000,000,000.00 3,695,000,000.00 Multiple dates

BofA TL 3,500,000,000.00 1,305,000,000.00 Multiple dates

(c) Details of outstanding non-convertible securities:

Series of NCS

Tenor/P

eriod of

Maturit

y

Cou

pon

Amou

nt

(Rs.

Crore

s)

Date of

Allotm

ent

Rede

mptio

n

Date/

Sched

ule

Credit

Rating

Secure

d/ Unsecured

Securit

y

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SERIES1 9.45NCD10JN22F

VRS10LAC 3Years

9.45%

500 21-Jan-

19 10-

Jan-22 CRISIL

AAA/Stable Unsecured

NA

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED

SR 2 6.40 NCD 15SP22

FVRS10LAC

27Months

6.40%

100 7-Jul-

20

15-Sep-22

CRISIL AAA/Stable

Unsecured

NA

7.10 LOA 01JU23 FVRS10LAC

3Years 7.10

% 100

1-Jun-20

1-Jun-23

CRISIL AAA/Stable

Unsecured

NA

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED 5.75 NCD 20JN23

FVRS10LAC

2Years 5.75

% 300

28-Jan-21

20-Jan-23

CRISIL AAA/Stable

Unsecured

NA

(d) List of Top 10 Debenture Holder(s) as on 15th September 2021–

Sr. No. Name of the holders of the NCS Amount

(Rs.) % of total NCS

outstanding

1 ICICI Prudential Mutual Fund 6,000,000,000 60%

2 HDFC Mutual Fund 1,750,000,000 17.5%

3 Aditya Birla Mutual Fund 1,250,000,000 12.5%

4 Axis Bank 1,000,000,000 10%

(e) The amount of corporate guarantee issued by the Issuer along with the name of the

counterparty (like name of the subsidiary, JV entity, Group Company, etc) on behalf of

whom it has been issued. (if any): NA

(f) Details of Commercial Paper: The total face value of commercial papers outstanding as

on the latest quarter end i.e. June 30, 2021 to be provided and its breakup in following

table:-

S. No. ISIN of the

Commercial Paper Maturity Date

Amount Outstanding

INR Crores

1. INE00V214064 18-Aug-21 100

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Bonds / Preference Shares) as on June 30, 2021: NA

5.13 Details of any outstanding borrowings taken / debt securities issued for consideration

other than cash. This information shall be disclosed whether such debt/borrowing securities have been taken/issued (i) in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option or not: NA

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5.14 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials:

S. No.

Particulars of disclosure

Details Remarks

1

Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC

Lending Policy

JDFIPL is a secured lender that assists in growing John Deere equipment sales while effectively managing the risk associated with extending credit. Therefore, the credit worthiness and capacity to contract of an applicant are the most important factors in extending credit. Financing shall be granted based on the following basic principles: • The financing period may never exceed the economic Life of the asset. • Approved credit shall be viewed and handled for the specific transaction or set off • transactions and to be available for a defined period of time. Retail credits will not be available as a revolving credit facility. • Credit granting must always be supported by a credit assessment of the deal. • Pricing, maturity, terms and conditions of the financing must correspond to the risk of the transaction. • Credit approval terms and conditions along with the supporting credit Assessment must be documented and maintained for a period of

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time which is applicable as per the law in India and is as per record retention policy of John Deere

Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc Nil

Classification of loans into several maturity profile denomination,

Covered in Point No.8

Aggregated exposure to top 20 borrowers Rs. 12966.14 Lakhs

Details of loans, overdue and classified as Non performing assets (NPA)

Total NPA -19323.80 lakhs, Gross NPA- 5.61%

2 Details of borrowings made by NBFC

Portfolio Summary of borrowings made by NBFC

NCD, CP, ECB, Term Loans, Working capital loans.

Quantum and percentage of Secured vs. Unsecured borrowings 100% Unsecured

3 Details of change in shareholding

Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India Nil

4 Disclosure of Assets under management

Segment wise break up and Type of loans

The Company is engaged in primarily financing equipment manufactured and sold in India by its holding company and its affiliates which, in the context of IND AS 108 – “Operating Segment” constitute majorly single reportable business segment.

5 Details of borrowers Geographical location wise Attached seperately

6 Details of Gross NPA Segment wise

The Company is engaged in primarily financing equipment manufactured and sold in India by its holding company and its affiliates which, in the context of IND AS 108 – “Operating Segment” constitute majorly single reportable business segment.

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7 Details of Assets and Liabilities

Residual maturity profile wise into several bucket Attached Seperately

8

Additional details of loans made by, Housing Finance Company

NA

9 Disclosure of latest ALM statements to stock exchange

Attached Seperately

5.15 Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate guarantee issued by the company, in the past 3 years including the current financial year: NA

5.16 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the Issue or the investor’s decision to invest / continue to invest in the non-convertible securities. NA

5.17 Any litigation or legal action pending or taken by a Government Department or a

statutory body during the last three years immediately preceeding the last year of the issue of prospectus against the promoter of the Company: NA

5.18 Details of default and non-payment of statutory dues: NA

5.19 Details of any outstanding borrowings taken / debt securities issued for consideration other than cash. This information shall be disclosed whether such debt/borrowing securities have been taken/issued (i) in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option or not: NA

5.20 Details of Promoters of the Company:

(a) Detailed profile of the promoters of the Company - NA

(b) Details of Promoter Holding in Company as on latest quarter end:

Name of shareholders

Total no. of equity shares

No. of shares

in demat form

Total shareholding as % of the total no. of

equity shares

No. of pledged shares

% of shares pledged with

respect to shares owned

John Deere India Private Limited

535,899,990 NIL 99.99% NIL NIL

The company confirms that the Permanent Account Number, Aadhar Number, Driving Licence, Bank Account Number(s) and Passport Number of the Promoter and Permanent

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Account Numbers of directors have been submitted to te stock exchanges on which the non-convertible securities are proposed to be listed at the time of filing the draft offer document. - NA

5.21 Name of the Debenture Trustee(s) shall be mentioned with statement to the effect that the debenture trustee(s) has given its consent for its appointment along with the copy of the consent letter from the Debenture Trustee. The debenture trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as the debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Placement Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE of this Placement Memorandum.

5.22 Detailed rating rationale(s) adopted (not older than one year on the date of opening of the Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue) by the rating agencies shall be disclosed.

The Rating Agency has assigned a rating of CRISIL AAA/Stable LTD (pronounced as CRISIL Triple A / Stable) to the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The rating letter and rationale from the Rating Agency is provided in Annexure II: RATING LETTER AND RATING RATIONALE of this Placement Memorandum.

5.23 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. NA

5.24 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count convention – As per annexure to Term Sheet

5.25 Names of all the recognized stock exchanges where the debt securities are proposed to be listed, clearly indicating the designated stock exchange:

The Debentures are proposed to be listed on the WDM segment of the BSE Stock Exchange. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The Issuer has obtained an in-principle approval from the Stock Exchange on 20th September.

5.26 Other details:

(a) Debenture Redemption Reserve:

Pursuant to the amendment to the Companies (Share Capital & Debentures) Rules 2014, notified on August 16, 2019, and as on the date of filing of this Placement Memorandum, the Company is not required to create debenture redemption reserve (“DRR”) for the purpose of redemption of the Debentures. Accordingly,

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no DRR shall be created by our Company for the purpose of redemption of the Debentures or in connection with the Issue.1

(b) Issue / instrument specific regulations – relevant details (Companies Act, RBI guidelines etc.):

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the relevant notified rules thereunder and the applicable RBI guidelines.

(c) Default in Payment: As per regulations

(d) Delay in listing: As per regulations

(e) Delay in allotment of securities: As per regulations

(f) Application process:

The application process for the Issue is as provided in SECTION 6: OTHER INFORMATION AND ISSUE PROCESS of this Placement Memorandum.

5.27 Issue Details

A summary term sheet for the Debentures is set out in ANNEXURE I: TERM SHEET.

5.28 Details of Debt Securities Sought to be Issued

Listed Unsecured Rated Non-convertible debentures

5.29 Issue Size

INR 4,000,000,000 (Indian Rupees Four Billion only)

5.30 Utilization of the Issue Proceeds

On-lending, repayment of loans and general corporate purpose

5.31 Disclosure prescribed under PAS-4 of Companies (Prospectus and Allotment of

Securities), Rules, 2014 but not contained in this schedule, if any.

5.32 Project Details: NA

5.33 Undertaking by the Issuer:

The Issuer undertakes that:

(i) Investors are advised to read the risk factors carefully before taking an

investment decision in this issue. For taking an investment decision,

investors must rely on their own examination of the issuer and the offer

including the risks involved. The securities have not been recommended

or approved by the any regulatory authority in India, including the

1 To be modified based on the transaction.

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Securities and Exchange Board of India (SEBI) nor does SEBI guarantee

the accuracy or adequacy of this document. Specific attention of

investors is invited to the statement of ‘Risk factors’ given on Section 3

of this Placement Memorandum under the section ‘General Risks’.

(ii) The Issuer, having made all reasonable inquiries, accepts responsibility

for, and confirms that this Offer Document contains all information with

regard to the issuer and the issue, that the information contained in the

offer document is true and correct in all material aspects and is not

misleading in any material respect, that the opinions and intentions

expressed herein are honestly held and that there are no other facts, the

omission of which make this document as a whole or any of such

information or the expression of any such opinions or intentions

misleading in any material respect.

(iii) The Issuer has no side letter with any debt securities holder except the

one(s) disclosed in the offer document/placement memorandum. Any

covenants later added shall be disclosed on the stock exchange website

where the debt is listed.

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DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made:

A. Name of the Bank declaring the entity as a Wilful Defaulter: NA

B. The year in which the entity is declared as a Wilful Defaulter: NA

C. Outstanding amount when the entity is declared as a Wilful Defaulter: NA

D. Name of the entity declared as a Wilful Defaulter: NA

E. Steps taken, if any, for the removal from the list of wilful defaulters: NA

F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NA

G. Any other disclosure as specified by the Board: NA

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SECTION 6: OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Placement Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

6.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the Register of Debenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

6.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/EFT/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

6.3 Market Lot

The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

6.4 Trustee for the Debenture Holder(s)

The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee have entered/intend to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The

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Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

6.5 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

6.6 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

6.7 Modification of Debentures

The Debenture Trustee shall not agree to any modification to the terms of the Debentures or the Debenture Trust Deed without the consent of the Debenture Holders. The Issuer shall notify the Stock Exchange and the Debenture Holders of any modification made to the terms of the Debentures or Debenture Trust Deed.

6.8 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

6.9 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by

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facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) Business Days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business Day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; or (d) in the case of personal delivery, at the time of delivery.

6.10 Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form.

Manner of Bidding Close Book Building

Mode of Allotment Uniform Yield

Mode of Settlement ICCL

6.11 Application Procedure

Potential investors will be invited to subscribe by way of the Application Form prescribed in the Placement Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

6.12 Fictitious Application

All fictitious applications will be rejected.

6.13 Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to potential investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of Allotment.

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6.14 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Indian Rupees Ten lakhs only) per Debenture for each Debenture is payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in Date. The RTGS details are as under:

ICICI Bank

Beneficiary Name: Indian Clearing Corporation Limited

Account no: ICCLEB

IFSC Code: ICIC0000106

Mode: NEFT/ RTGS

YES Bank

Beneficiary Name: Indian Clearing Corporation Limited

Account no: ICCLEB

IFSC Code: YESB0CMSNOC

Mode: NEFT/ RTGS

HDFC Bank

Beneficiary Name: Indian Clearing Corporation Limited

Account no: ICCLEB

IFSC Code: HDFC0000060

Mode: NEFT/ RTGS

Eligible Investors may apply through the BSE Bond Platform through electronic book

mechanism in line with SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 issued by SEBI on

January 05, 2018, and the operational guidelines for participation in BSE Bond Platform

issued by the Stock Exchange on April 24, 2018, as amended from time to time (collectively

the “EBM Guidelines”). The settlement procedure in line with the EBM Guidelines shall

be as follows:

A. Settlement:

1. Pay-in towards the allotment of Debentures shall be done from the account of the

bidder, to whom allocation is to be made;

2. Pay in shall be done through clearing corporation of Stock Exchange, i.e. Indian

Clearing Corporation Limited “ICCL”.

B. Settlement Summary:

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Timeline Activity for clearing corporation ‘ICCL’ Activity for Depositories

T- Day Bidding session

T+1 Day 1. Successful bidders to transfer funds from

bank account(s) registered with BSE

Bond Platform to the bank account of

ICCL to the extent of funds pay-in

obligation on or before 10:30 hours;

2. Issuer to inform BSE Bond Platform

about the final decision of the Issuer to

go ahead with allotment for the issue by

12:00 hours;

3. Issuer to give instruction to Registrar to

the Issue for crediting securities to

successful bidders. Registrar to the Issue

to provide corporate action file along

with all requisite documents to

Depository by 12:00 hours;

4. Clearing corporation to initiate transfer

of funds to the bank accounts designated

by the Issuer.

Depository on the

instruction of Issuer or

through its Registrar to the

Issue, will be crediting the

Debentures to the demat

account of the Investors.

6.15 Eligible Investors

The persons eligible under the EBM Guidelines including Banks, Financial Institutions, Non-Bank Finance Companies, High Networth Individuals, Bodies Corporate, Mutual Funds, Foreign Portfolio Investors, and/or or any other subscriber eligible to invest in INR denominated Debentures issued for the stated purpose (“Eligible Investors”). The bidders should be registered/enrolled with the BSE Bond Platform. All the registered and eligible participants are required to update the necessary bank account and demat details before participating in the bidding process on BSE Bond Platform.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

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6.16 Procedure for Applying for the Debentures

(a) The applicant must have at least one beneficiary account with any of the DP’s of the Depositories prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of Beneficial Owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the Beneficial Owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the Beneficial Owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

6.17 Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of Debenture in dematerialised form.

6.18 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies.

6.19 Application under Power of Attorney

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A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the potential Investor and the tax exemption certificate/document of the potential Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

6.20 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of:

(a) SEBI registration certificate

(b) Resolution authorizing investment and containing operating instructions

(c) Specimen signature of authorized signatories

6.21 Documents to be provided by Eligible Investors

Eligible Investors need to submit the following documents, as applicable:

(a) Memorandum and Articles of Association or other constitutional documents

(b) Resolution authorising investment

(c) Certified true copy of the Power of Attorney to custodian

(d) Specimen signatures of the authorised signatories

(e) SEBI registration certificate (for Mutual Funds)

(f) Copy of PAN card

(g) Application Form (including EFT/RTGS details)

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6.22 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through cheque/EFT/RTGS.

6.23 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise the legal representative (being the liquidator) of the Debenture Holder appointed by a competent court.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such legal representation, in order to recognise any person as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on the production of sufficient documentary proof and an indemnity.

In the event of, however, a deceased Debenture Holder having nominated any person entitled to be registered as the Debenture holder in the event of his death, such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder, notwithstanding anything contained in any other law for the time being in force.

6.24 Mode of Payment

All payments must be made through cheque(s) demand draft(s), transfers, SWIFT / RTGS as set out in the Application Form.

6.25 Effect of Holidays

In case any Coupon Payment Date falls on a day which is not a Business Day, the payment to be made on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, the payment to be made of such Redemption Date shall be made on the immediately preceding Business Day.

6.26 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agent of the Issuer at least 20 (Twenty) calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form.

If any payments under this Issue is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed, including if the Company shall be required legally to make any payment for Tax from the sums payable under the Debenture Trust Deed, (“Tax Deduction”), the Company shall make such Tax Deduction, as may be necessary.

6.27 Demat credit

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The credit of Debentures, in dematerialised form, within a maximum of 7 (Seven) calendar days from the Deemed Date of Allotment or such period as is permissible under Applicable Law.

6.28 Record Date

The Record Date is the date falling 15 (fifteen) calendar days prior to the date on which Interest is due and payable on the Debentures, or the date of redemotion of such Debentures (as applicable).

6.29 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 15 (fifteen) days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

6.30 Pan Number

Every applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

6.31 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of Beneficial Owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL and accordingly the account of the Debenture Holder(s) with NSDL will be adjusted.

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

6.32 Governing law and jurisdiction of courts

The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising out of or connected with this Issue shall be resolved by the courts of Mumbai.

The Issuer irrevocably and generally consents in respect of any proceedings anywhere in connection this Issue or the Debenture to the giving of any relief or the issue of any process in connection with those proceedings including, without limitation, the making,

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enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.

Nothing contained in this paragraph shall limit any right of the Debenture Trustee or the Debenture Holders to take proceedings in any other court or tribunal of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

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DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this Placement Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case may be. The information contained in this Placement Memorandum is as applicable to privately placed debt securities and subject to the information available with the Issuer. The extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.

For John Deere Financial India Private Limited

Authorised Signatory

Name: Manish Phalke

Title: Director

Date: 16th September, 2021

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ANNEXURE I: TERM SHEET

In case of any inconsistencies between the terms set out in this Term Sheet and the Debenture

Trust Deed, the terms set out in the Debenture Trust Deed shall prevail.

Security Name JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED 6.35% Maturing

February 2025

Issuer John Deere Financial India Private Limited

Type of instrument Non-convertible debentures

Nature of instrument Fully Paid Rated Listed unsecured Redeemable Non-convertible

Debentures

Seniority Senior

Mode of issue Private placement

Eligible Investor As set out in paragraph 7.15 in Section 7 of this Placement Memorandum

Listing (including name of the Exchange where it will be listed and timeline for listing)

The Debentures shall be listed on the WDM of the BSE Stock Exchange, within 4 (four) days from the Deemed Date of Allotment.

Rating of Instrument The Credit Rating Agency has assigned ‘CRISIL AAA/Stable’ pursuant

to its credit rating letter dated 7th September 2021 and 14th

September 2021

Issue size Rs. 4,000,000,000 (Indian Rupees Four Billion only)

Minimum subscription 10 (ten) debentures

Dematerialized Yes

Depository NSDL, CDSL

Credit Rating Agency CRISIL LTD

Debentures Trustee Catalyst Trusteeship Limited

Listing The Debentures shall be listed on the WDM of the BSE Stock

Exchange, within 4 (four) days of the Deemed Date of Allotment.

Delay in listing In the case of a delay in the execution of Debenture Trust Deed and/

or the Deed of Hypothecation, the Issuer shall refund the

subscription with the agreed rate of interest or shall pay penal

interest of 2% (Two Percent) per annum over and above the

applicable Coupon Rate until such time the conditions have been

complied with at the option of the Investor.

Option to retain

oversubscription

amount

No

Details of utilization of

the proceeds / Objects

of the Issue

Onlending, repayment of loans and general corporate purposes Repayment of loans and intercorporate deposits – 100%

Coupon Rate 6.35% (six point three five per cent) per annum

Step Up/Step Down

Coupon [Note 4]

As per “Coupon Step-up” and “Coupon Step-Down” below in this

Term Sheet.

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Coupon payment frequency

Annual

Coupon Period Each period of 12 (twelve) months, where the first period shall commence on the Deemed Date of Allotment; provided however that the last Interest Period shall end on the Final Redemption Date.

Coupon Payment Dates Last day of each Coupon Period for which Coupon is payable by the

Issuer, and if such last day is not a Business Day, then the Business

Day immediately succeeding such last day; provided the Coupon to

be paid shall always be calculated till such last day of the Coupon

Period. It is hereby clarified that the subsequent Coupon Payment

Date would not be disturbed merely because the Coupon Payment

Date in respect of any particular Coupon payment has been

postponed to a later date because of it having fallen on a day which

is not a Business Day.

Coupon reset process

(including rates, spread,

effective date, interest

rate cap and floor, etc.)

None. However, the Debentures are subject to step-up and step-

down as set out in “Coupon Step-up” below.

Coupon Step-up The Coupon will be reset prospectively, if the rating of the Company is downgraded during the tenure of the instrument. The Coupon rate shall be increased by 0.25% per annum for per notch rating downgrade by the Rating Agency. If the credit rating of the Debentures downgrades to or below AA-, then Debenture Holders can exercise their right to require the Company to redeem the outstanding Debentures in full within 30 days from the date of notice in this regard to the Company.

In case, Debenture Holders do not opt for put option/ early

redemption option, the Company shall have the right to make an

early redemption within a period of 30 days. During such time the

Company shall continue to pay the increased Coupon rate.

Coupon Step-down Each notch upgrade of the credit rating by the Rating Agency (till the time such credit rating is restored up to AAA) shall reduce the Interest Rate by 0.25% (zero decimal two five per cent.) per annum from the date of such rating upgrade.

Coupon type (fixed, floating or other coupon structure)

Fixed

Day count basis Actual / actual

Interest on application money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Company.

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Default Interest Rate All monies due in respect of the Debentures shall, in case the same be not paid on the respective due dates, carry further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon for the period during which such default continues.

Trading Dematerialized mode only

Tenor 1244 days (3 years, 5 months (approx.)) from the Deemed Date of

Allotment

Redemption Date February 18, 2025

Redemption Amount Rs. 4,000,000,000.00 (Rupees Four Billion only) per Debenture on the

Redemption Date plus accrued Coupon if any.

Redemption

Premium/Discount

N.A.

Issue Price Rs. 1,000,000.00 (Indian Rupees One Million only) per Debenture

Discount at which security is issued and the effective yield as a result of such discount.

N.A.

Put date N.A.

Put price N.A.

Put option notification time

N.A.

Call date N.A.

Call price N.A.

Call Notification Time N.A.

Face Value Rs. 1,000,000.00/- (Indian Rupees One Million only) per Debenture

Minimum Application and in multiples of thereafter

10 Debentures of Rs. 1,000,000.00 /- (Indian Rupees One Million

only) each

For minimum subscription of INR 10,000,000.00 (Indian Rupees Ten

Million only):

(i) Minimum application – 10 Debentures

(ii) Multiples thereafter – 1 Debenture

Issue Timings Issue Opening Date – September 22, 2021

Issue Closing Date – September 22, 2021

Pay-in Date – September 23, 2021 (T+1 settlement)

Deemed Date of Allotment – September 23, 2021

Issuance mode of the Instrument

Demat

Trading mode of the Instrument

Demat

Settlement mode of the

instrument

All payments must be made through cheque(s) / demand draft(s) /

transfers / SWIFT / RTGS.

Depository NSDL / CDSL

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Business Day Convention [Note 5]

In case any interest payment falls on a day which is not a Business Day, then the payment to be made on such interest payment date shall be made on the immediately succeeding Business Day. However, the interest amount to be paid and the dates for calculation of interest will not be adjusted for such change in dates due to the holiday. It is hereby clarified, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a day which is not a Business Day. In case any principal payment falls on a day which is not a Business Day, then such repayment (including interest payment) will be made on the immediately preceding Business Day.

Record Date In relation to any Due Date, the day falling 15 (Fifteen) Days prior to

such Due Date. It is clarified that the Record Date shall be

determined by excluding the relevant Due Date and including the

15th Day prior to the Due Date.

To illustrate, if the relevant Due Date is on the 20th of a month, the

Record Date would be on the 5th of that month. In addition, it is

clarified that the Record Date will always be determined with

reference to the original Due Date irrespective of whether the

original Due Date falls on a Business Day or not.

All covenants of the

issue (including side

letters, accelerated

payment clause, etc.)

NIL

Description regarding

Security (where

applicable) including

type of security

(movable/immovable/t

angible), type of charge

(pledge/hypothecation/

mortgage, etc.), date of

creation of security,

minimum security

cover, revaluation,

replacement of security,

interest to the

debenture holder over

and above the coupon

rate as specified in the

Trust Deed and

disclosed in the

Placement

Unsecured

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Memorandum

Transaction Documents

[Note 6]

This Placement Memorandum, the Debenture Trust Deed, the

Debenture Trustee Agreement and such other documents as more

particularly to be listed in the Debenture Trust Deed.

Change of Control “Change of Control” means, at any time (a) Deere & Company, ceases to jointly and severally, directly or

indirectly, (i) legally and beneficially hold at least 51% (fifty one per cent) of the fully paid-up equity share capital and voting rights of John Deere India Private Limited (on a fully diluted basis); or (ii) Control John Deere India Private Limited; or

(b) John Deere India Private Limited, ceases to jointly and severally,

directly or indirectly, (i) legally and beneficially hold at least 51% (fifty one per cent) of the fully paid-up equity share capital and voting rights of the Issuer (on a fully diluted basis); or (ii) Control the Company; or

(c) “John Deere” ceases to form part of the name of the Company. If a Change of Control is reasonably likely to occur, then the Company shall, subject to Applicable Law, notify the Transaction Parties (including Debenture holders) at least 7 (seven) days prior to the occurrence of such Change of Control. The Trustee (acting upon instructions of the Debenture Holders as per the terms of the Debenture Trust Deed) may within 15 (fifteen) days from the date of above notice, issue a notice to the Issuer requiring it to redeem all the outstanding Debentures together with accrued Interest, and all other amounts accrued under the Transaction Documents.

Upon receipt of such notice from the Trustee, the Company shall

redeem all the Debentures and pay the principal amount, accrued

Interest and Default Interest (if applicable) within 45 (forty-five) days

from the date of the notice issued by the Trustee.

Financial Covenants The Company shall maintain a capital adequacy ratio comprising of its Tier I and Tier II Capital being not less than 15% (fifteen per cent) of its aggregate risk weighted assets in accordance with the directions prescribed by the RBI applicable to NBFC (“Minimum Capital Adequacy Ratio”). The financial covenants will be tested on a semi-annual basis on March 31 and September 30 of each Financial Year, commencing from September 30, 2021, on the stand alone financial statements of the Issuer.

In the event that there is a breach of the financial covenants, if:

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(a) such breach of financial covenants is not cured within a period

of 30 (thirty) days from the date of testing of the financial

covenant; or

(b) the RBI takes any action or initiates any proceedings against the

Company which is detrimental to the rights of the Debenture

Holders under the Transaction Documents,

then the Company shall be required to mandatorily redeem all

outstanding Debentures in full within 30 days from the date of notice

from the Trustee/ Debenture Holders to the Company in this regard.

Conditions Precedent to

Disbursement

1. Constitutional documents of the Issuer

2. Credit rating letter not more than 30 days old & rating rationale

not more than 180 days old from the date of pay-in of the

Debentures;

3. Execution of the Transaction Documents (other than the

Debenture Trust Deed);

4. Passing of relevant board and shareholder resolutions of the

Issuer required under Applicable Law.

5. Letter of the Stock Exchange granting its in-principal approval for

the listing of the Debentures.

6. Evidence that the Issuer has entered into a tri-partite agreement

with the depository participant and the registrar to the issue of

Debentures.

7. A copy of the duly executed Placement Memorandum filed with

the Stock Exchange.

8. Evidence that proper stamp duty has been paid on the relevant

Transaction Documents

Conditions Subsequent

to Disbursement

1. Board Resolution for allotment and Issue of Letter of

Allotment on the Deemed Date of Allotment

2. Execution of the Debenture Trust Deed within 60 (sixty) days

from the Deemed Date of Allotment

3. Evidence that proper stamp duty has been paid on the

Debenture Trust Deed within 60 (sixty) days from the Deemed

Date of Allotment;

4. Copy of the final listing approval from the Stock Exchange within

4 (four) days of Deemed Date of Allotment.

5. Credit of Debentures to the depository accounts of the

Debenture Holders within 2 (two) Business Days from Deemed

Date of Allotment

6. Prior to the utilisation of the subscription amount but in any

event within 15 (fifteen) days from the Deemed Date of

Allotment, evidence of filing of Form PAS-3 with the relevant

Registrar of Companies in relation to the Debentures

Event of Default The following shall constitute Events of Default in relation to the

Debentures, which will be more particularly set out in the Debenture

Trust Deed:

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1) Default is made in payment in respect of the Debentures when due.

2) Breach of material terms or covenants as stipulated in the Transaction Documents and failure to remedy the breach within 30 (thirty) days from the date when the Trustee notifies the Issuer of such breach.

3) Any representation or statement made or deemed to be made by the Issuer in the Transaction Documents or in any notice or any other document delivered by or on behalf of the Issuer under or in connection with any Transaction Document is or proves to have been materially incorrect or materially misleading when made or deemed to have been made and is not remedied within 30 (thirty) days from the date when the Trustee notifies the Issuer of such misrepresentation

4) The Issuer is unable or admits inability to pay its debts (or any class of them) as they fall due or suspends making payments on any of its debts (other than any moratorium provided by the RBI).

5) The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency reorganisation, winding up or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property, other than as permitted in accordance with the Transaction Documents.

6) Any proceedings have been filed in relation to the insolvency before any Governmental Authority or any court or tribunal or a petition being presented or analogous proceeding being taken in relation to insolvency resolution, bankruptcy or insolvency including for the liquidation, winding up or dissolution of the Issuer and the same is not discharged or vacated within (a) 10 days, in case of proceedings filed under the Insolvency and Bankruptcy Code, 2016; and (b) 60 days, in case of proceedings filed under any other provision of Applicable Law.

7) Any legal proceeding or other procedure or step is taken in relation to:

i) the suspension of payments, administration,

provisional supervision or reorganisation (by

way of voluntary arrangement, scheme of

arrangement or otherwise) of the Issuer;

ii) a composition, compromise, assignment or

arrangement with any creditor of the Issuer,

including any corporate debt restructuring;

or

iii) any encumbrancer lawfully taking

possession, liquidator, judicial custodian,

receiver, administrative receiver or trustee

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or any analogous officer being appointed in

respect of the whole or any part of the

property of the Issuer or an attachment,

sequestration, distress or execution (or

analogous process) being levied or enforced

upon or issued against any of the assets or

property of the Issuer, and in each case, is not discharged within 60 days from the date of such corporate action, legal proceeding, other procedure or step, as the case may be.

8) Any attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset of the Issuer and the same is not discharged within 60 days.

9) It is or becomes unlawful for the Issuer to perform any of its material obligations under the Transaction Documents.

10) Any material obligation of the Issuer under any Transaction Documents are not or cease to be legal, valid, binding or enforceable except for obligations mandatorily preferred by law applying to companies generally.

11) Any Transaction Document ceases to be in full force and effect or is alleged by a party to it (other than the Transaction Parties) to be ineffective except for obligations mandatorily preferred by law applying to companies generally.

12) The Issuer rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or evidences an intention to rescind or repudiate a Transaction Document.

13) The Issuer fails to pay or perform or comply with any final judgment or court order subject to a cure period of 30 days from the last date on which such payment, performance or compliance is due.

14) The Company suspends or ceases to carry on or dispose of all or a material part of its business

15) The authority or ability of the Issuer to conduct its business is limited or wholly or substantially curtailed by any seizure, compulsory acquisition, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any Governmental Authority or other person in relation to the Issuer or any of its assets and the same is not discharged within 30 (thirty) days.

16) Any material license or Authorisation required by the Issuer

to conduct its business is revoked, suspended or cancelled

and materially affects the ability of the Issuer to perform its

obligations under the Transaction Document. No Event of

Default under this Clause will occur if the relevant license or

Authorisation is obtained or renewed within 60 days of the

Issuer becoming aware of the revocation, suspension or

cancellation.

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17) Credit rating of the Debentures has been suspended or

withdrawn by the Credit Rating Agency.

Consequences of Event

of Default

On and at any time after the occurrence of an Event of Default, which

is continuing, the Debenture Trustee may, and shall if so directed by

the Debenture Holders as per the terms of the Debenture Trust

Deed, with their approval, take any action including but not limited

to the following:

1. may declare by a notice that the Debentures shall, become

due for redemption at the redemption amount and all

amounts in relation to the Debentures, including the

principal amount on the Debentures along with accrued but

unpaid interest, default interest and other costs, charges and

expenses incurred under or in connection with the

Transaction Documents, be immediately due and payable,

whereupon they shall become immediately due and

payable;

2. Appoint a Nominee Director on the Board of Directors of the

Company; upon the occurrence of: (a) 2 consecutive

defaults in payment of interest; or (b) default in redemption

of Debentures, or

3. Exercise any rights available under the Transaction

Documents or applicable laws.

Provisions related to

cross default clause

N.A.

Creation of Recovery

Expense Fund

The Issuer will create a recovery expense fund, if required in

accordance with applicable law.

Conditions for breach of

covenants (as specified

in Debenture Trust

Deed)

As per debenture trust deed

Role and

responsibilities of the

Debentures Trustee

As may be agreed between the Debentures Trustee and the

Company under the Debentures Trustee Agreement and the

Debentures Trust Deed.

Risk Factors pertaining

to the Issue

As mentioned in the Information memorandum

Governing Law and

Jurisdiction

Courts and tribunals at Mumbai.

Disclosures as per the

operating guidelines

issued by the Stock

Exchange in relation to

Electronic Book

Mechanism.

Mode of Bidding: Close Manner of Allotment: Uniform Manner of Settlement: Through Indian Clearing Corporation Limited (ICCL)

Settlement Cycle: T+1

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Notes:

1. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain time period or downgrade in rating , then such new Coupon Rate and events which lead to such change should be disclosed.

2. The list of documents which have been executed or will be executed in connection with the

issue and subscription of the Debentures to be annexed.

3. While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of Placement Memorandum, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained.

4. The issuer shall provide granular disclosures in their placement memorandum, with

regards to the "Object of the Issue" including the percentage of the issue proceeds earmarked for each of the “object of the issue”.

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ANNEXURE II: RATING LETTER & RATING RATIONALE

Attached seperately

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ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

Attached seperately

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ANNEXURE IV: APPLICATION FORM

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED

CIN: U65923PN2011PTC141149

Date of Incorporation: 21/10/2011

Registered Office: Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Telephone No.: 020 6642 5000

Website: www.deere.co.in

DEBENTURE APPLICATION FORM SERIAL NO. - - - - - - - -

ISSUE OF 4,000 (FOUR THOUSAND) FULLY PAID RATED LISTED UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000,000 (INDIAN RUPEES ONE MILLION ONLY) EACH, AGGREGATING UP TO RS. 4,000,000,000 (INDIAN RUPEES FOUR BILLION ONLY) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”).

DEBENTURE APPLIED FOR:

Number of Debentures: [ ] In words: [ ] Amount Rs. [ ] In words Rupees: [ ]

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Dated ____________ Total Amount Enclosed (In Figures) Rs._/-_ (In words) _Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S EMAIL ID:

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Memorandum and have considered these in making our decision to

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apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

Name of the Authorised Signatory(ies)

Designation Signature

Applicant’s Signature:

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL /CDSL

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Placement Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, the other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) we must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

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We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Issuer (or to any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in this Placement Memorandum to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issuer and also hold the Issuer and each of such person harmless in respect of any claim by any Transferee.

Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note: Cheque and Drafts are subject to realisation)

------------------------------------------------- (TEAR HERE) -------------------------------------------- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. - - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of

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ANNEXURE V: ILLUSTRATION OF DEBENTURE CASH FLOWS

Debentures

Tranche

Pay-in Date

Pay-in Amount

(INR)

Coupon

Coupon Dates

Coupon Payment Dates

No. of Coupon Days

Actual days

Coupon Amount (INR)

Principal

23-Sep-2021

4,000,000,000.00

1st Coup

on

23-Sep-2022

23-Sep-2022 365 365 254,000,000

2nd Coup

on

23-Sep-2023

22-Sep-2023 365 365 254,000,000

3rd Coup

on

23-Sep-2024

23-Sep-2024 366 366 254,695,890

Tranche

Pay-out Date

Pay-out Amount

(INR)

4th Coup

on

18-Feb-2025

18-Feb-2025 148 365 102,991,781

Principal

18-Feb-2025

4,000,000,000.00

Total Coupon

865,687,671

*In case any Interest Payment Date (in the below illustration) falls on a day which is not a Business Day, the payment of Interest to be made on such Interest Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, the payment of the Redemption Amount (including any Interest due and payable on the same day) to be made of such Redemption Date shall be made on the immediately preceding Business Day.

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ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER Pursuant to Section 42 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014

Note: This Form No PAS-4 prepared in accordance with the Companies (Prospectus and Allotment of Securities) Rules, 2014 is to be read in conjunction with SECTION 5:(Regulatory Disclosures) of the Placement Memorandum and shall together constitute the “Placement Memorandum”

ISSUE OF 4,000 (FOUR THOUSAND) FULLY PAID RATED LISTED UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000,000 (INDIAN RUPEES ONE MILLION ONLY) EACH, AGGREGATING UP TO RS. 4,000,000,000 (INDIAN RUPEES FOUR BILLION ONLY) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”).

General Information:

(a) Name , address, website and other contact details of the Company, indicating both registered office and the corporate office:

Issuer / Company : John Deere Financial India Private Limited

Registered Office : Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Office : Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) - 411013

CIN : U65923PN2011PTC141149

Contact Person : Miss Vaishnavi Suratwala

Email : SuratwalaVaishnavi@JohnDeere.com

(b) Date of Incorporation of the Company: 21/10/2011.

(c) Business carried on by the Company and its subsidiaries with the details of branches or units, if any: Non-Banking Finance Company into business of asset financing having 18 branches across the geography in India.

(d) Brief particulars of the management of the Company: The management of the company comprises of three members out of which one being a representative of off shore parent company. Overall experience of all Board members with John Deere has been for more than 10 years.

(e) Name, address, DIN and occupations of the directors:

S. No.

Name & Designation

Residential Address DIN Occupation

1 Abhay Dhokte S.N.25/1 A AND 26/1 ACOLADE, A2/603 KHARADI BYPASS,

08481252 Managing Director

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S. No.

Name & Designation

Residential Address DIN Occupation

KHARADI, DUKIRKLINE PUNE 411014 MH IN

2 Ajit Jain Flat 602, Building D/1, Bramha Suncity, Vadgaonsheri Pune 411014 MH IN

07021106 Director

3 Mark Ferres 46 ANCHORAGE CCT, Twin Waters QLD, AUSTRALIA 4564

09201972 Director

4 Manish Phalke S.NO.-25, FLAT NO.25 ATUL PARK HOUSING SOCIETY, HINGNE KHURD SINHAGAD ROAD NEAR SARASWATI SUPER MARKET, A PUNE 411051 MH IN

08501967 Director

5 Pranjali Rahul Patil

Flat No12, Sayali Terraces, Plot No-94,Aanand Park, ITI Road Opposite Fab India, Sanewadi Aundh, Pune City Gane Pune 411007 MH IN

08738193 Director

(f) Management’s perception of Risk Factors:

As provided for in SECTION 3: ( RISK FACTORS) of this Placement Memorandum.

(g) Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of:

(i) Statutory Dues: NIL

(ii) Debenture and interest thereon: NIL

(iii) Deposits and interest thereon: NIL

(iv) Loans from banks and financial institutions and interest thereon: NIL

(h) Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Name: Miss Vaishnavi Suratwala

Designation: Company Secretary and Compliance Officer

Address: 22/21 A, Hasmukh Smruti, NIBM Road, Kondhwa Khurd, Pune 411048 MH IN

Phone No.: +91 73507 70515

Email: SuratwalaVaishnavi@JohnDeere.com

Any default in annual filing of the Company under the Companies Act or the rules made thereunder:

NA

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Particulars of the Offer:

Financial position of the Company for the last 3 financial years

Please refer to page 16 of this Placement Memorandum.

Date of passing of Board Resolution

13th January 2021

Date of passing of resolution in Extra-ordinary general meeting, authorizing the offer of securities

6th September 2021

Kind of securities offered and class of security

Fully Paid Senior, Rated Listed Unsecured Redeemable Non-Convertible Debentures.

Price at which the security is being offered, including premium if any, along with justification of the price

Rs. 10,00,000 per Debenture.

Name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with report of the registered valuer

N.A.

Relevant date with reference to which the price has been arrived at

Relevant date means a date at least thirty days prior to the date on which the general meeting of the Company is scheduled to be held.

N.A.

The class or classes of persons to whom the allotment is proposed to be made

List of Eligible Investors as set out in paragraph 7.15 of Section 7 (Other information and Issue procedure) of this Placement Memorandum.

Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer)

N.A.

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The proposed time within which the allotment shall be completed

Issue Opening Date: September 22, 2021 Issue Closing Date: September 22, 2021 Pay-in Date: September 23, 2021 Deemed Date of Allotment: September 23, 2021

The names of proposed allottees and the percentage of post private placement capital that may be held by them

N.A.

The change in control, if any, in the Company, that would occur consequent to the private placement

N.A.

The number of persons to

whom allotment on

preferential basis/private

placement/rights issue has

been made during the year, in

terms of number of securities

as well as price

Two (2)

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

N.A.

Amount, which the Company intends to raise by way of securities

Debentures: Up to Rs. 4,000,000,000 (Indian Rupees Four Billion only).

Terms of raising of securities: Debentures: Please refer to the Term Sheet in Annexure I of this Placement Memorandum.

Proposed time schedule for which the Issue/offer letter cum application letter is valid

The Issue shall open on September 22, 2021 and shall close on September 22, 2021.

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Purpose and objects of the Issue/Offer

Onlending, repayment of loans and general corporate purposes Repayment of loans and intercorporate deposits – 100%

Contribution being made by the Promoters or directors either as part of the offer or separately in furtherance of such objects

N.A.

Principal terms of assets charged as security, if applicable

Unsecured

The details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company and its future operations

NIL

The pre-issue and post-issue shareholding pattern of the Company

S.N

o.

Category Pre-issue Post-issue

No. of

shares

held

% of

shareho

lding

No.

of

share

s held

% of

shareho

lding

A. Promoters’

holding

Nil Nil Nil Nil

1. Indian

Individual

Bodies

Corporate

Sub-total

2. Foreign

promoters

Sub-total

(A)

Nil Nil Nil Nil

B. Non-

promoters’

holding

1. Institutional

investors

2. Non-

institutional

investors

Private

corporate

bodies

5,35,9

00,000

100% 535,9

00,00

0

100%

Directors

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and

relatives

Indian

public

Others

including

non-

resident

Indians

(NRIs)

Sub-total

(B)

535,90

0,000

100% 535,9

00,00

0

100%

GRAND

TOTAL

393,90

0,000

100% 393,9

00,00

0

100%

Mode of payment for subscription

• Cheque

• Demand draft

• Other banking

channels

Other banking channels (Electronic Fund Transfer)

Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/ Issue and the effect of such interest in so far as it is different from the interests of other persons

NIL

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority

NIL

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against any promoter of the Company during the last 3 (three) years immediately preceding the year of the circulation of this Placement Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Remuneration of directors (during the current year and last 3 (three) financial years)

Key Managerial

Personnel

As on 31st March 2021

(INR in Millions)

As on 31st March 2020

(INR in Millions)

As on 31st March 2019

(INR in Millions)

Key Managerial

Personnel

23.88 20.38 17.89

****-Remuneration paid by holding

companies

Related party transactions entered during the last 3 (three) financial years immediately preceding the year of circulation of this Placement Memorandum including with regard to loans made or, guarantees given or securities provided

As per ANNEXURE VII: RELATED PARTY TRANSACTIONS

Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately

N.A.

Year Reservations or

qualifications or

adverse remarks of

auditors

Corrective steps taken

and proposed to be

taken

2020-21

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preceding the year of circulation of this Placement Memorandum and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark

2019-20 NIL

NIL

NIL

NIL

2018-19

2017-18

2016-17

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of the Placement Memorandum in the case of the Company and all of its subsidiaries. Also if there were any were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Placement Memorandum and if so, section-wise details thereof for the Company and all of its subsidiaries

N.A.

Year Details of any inquiry,

inspections or

investigations initiated or

conducted

Details of any prosecutions filed

(whether pending or not) fines

imposed, compounding of offences

2020-21

NIL

NIL

2019-20

2018-19

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Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the Company

NIL

Financial Position of the Company:

The capital structure of the company in the following manner in a tabular form:

The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

Share Capital

Amount (INR)

Number of shares

Description/ Nature of

shares

Authorized share capital

8,000,000,000 800,000,000 Fully Paid Equity Shares

Issued, subscribed and paid-up share capital

5,359,000,000 535,900,000 Fully Paid Equity Shares

Paid up capital after the present Issue

5,359,000,000 535,900,000 Fully Paid Equity Shares

Size of the Present Offer Debentures: Up to 4000 Debentures of INR 1,000,000 each aggregating to up to Rs. 4,000,000,000.

Paid-up Capital:

a. After the offer:

b. After the conversion of Convertible Instruments (if applicable)

Particulars INR

After the offer 5,359,000,000.00

After conversion of convertible instruments, if applicable

NA

Share Premium Account:

a. Before the offer:

b. After the offer:

Before the Offer: INR 222,400,000/-

After the Offer: INR 222,400,000/-

Details of the existing share capital of the Issuer:

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Sl. No Date of

Allotment No of Shares

Allotted (Equity)

Face Value

of Each Share

Price / Consideration

(Total Amount)

Form of Consideration

1 19-Dec-11 2,000,000 10 20,000,000 Cash

2 31-Jan-12 38,000,000 10 380,000,000 Cash

3 15-Apr-13 40,000,000 10 400,000,000 Cash

4 22-Aug-

13 40,000,000 10 400,000,000

Cash

5 22-Oct-13 30,000,000 10 300,000,000 Cash

6 1-Jan-14 40,000,000 10 400,000,000 Cash

7 16-Apr-14 40,000,000 10 400,000,000 Cash

8 18-Jun-14 40,000,000 10 400,000,000 Cash

9 19-Aug-

14 23,900,000 10 239,000,000

Cash

10 17-Mar-

19 50,000,000 10 500,000,000 Cash

11 27-Feb-20 50,000,000 10 516,500,000 Cash

12 23-Jul-20 42,000,000 10 480,900,000 Cash

13 23-Oct-20 50,000,000 10 572,500,000 Cash

Sl. No Date of

Allotment

No of Shares Allotted

(Preference)

Face Value

of Each Share

Price / Consideration

(Total Amount)

Form of Consideration

N.A.

Details of allotments made by the Company in the last one year prior to the date of this Placement Memorandum for consideration other than cash and details of the consideration in each case.

NIL

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Profits of the Company, before and after making provision for tax, for the 3 (three) financial years immediately preceding the date of circulation of this Placement Memorandum

Financial Year

Profits before making provision for tax (INR in Millions)

Profits after making provision for tax (INR in Millions)

2020-21 964.61 740.30

2019-20 339.00 253.79

2018-19 305.39 223.96

Dividends declared by the Company in respect of the said 3 (three) financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)

Dividends declared: 10 paisa per share for FY 20-21 Interest Coverage Ratio for last three years as below : 31st March, 2021 – 1.58 31st March, 2020 – 1.24 31st March, 2019 – 1.30

A summary of the financial position of the Company as in the 3 (three) audited balance sheets immediately preceding the date of circulation of this Placement Memorandum

Financial

Parameters

As on

31st March,

2021

(INR in

Millions)

As on

31st March,

2020

(INR in

Millions)

As on

31st March,

2019

(INR in

Millions)

Share Capital 5359.00 3,939.00 3,439.00

Reserves and

Surplus

1792.08 841.72 367.42

Borrowings 26657.22 19,462.76 13,468.00

Investments Nil Nil Nil

Revenue from

Operations

4424.62 3,227.80 2,300.89

Profit/ (Loss) before

Tax

964.61 339.00 305.39

Profit after Tax 740.30 253.79 223.96

Earnings Per Share

Basic

Diluted

1.64

1.64

0.73

0.73

0.76

0.76

Audited Cash Flow Statement for the 3

As per ANNEXURE VIII: CASH FLOW STATEMENT

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(three) years immediately preceding the date of circulation of this Placement Memorandum

Any change in accounting policies during the last 3 (three) years and their effect on the profits and the reserves of the Company

No

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ANNEXURE VII RELATED PARTY TRANSACTIONS

Attached with financial statements

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ANNEXURE VIII CASH FLOW STATEMENT

Attached with financial statements

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ANNEXURE IX CORPORATE STRUCTURE/ ORGANISATION STRUCTURE

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ANNEXURE X

MATERIAL CONTRACTS

NA

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DECLARATION

(To be provided by the Directors)

(a) The Company is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder;

(b) The compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the Central Government;

(c) the monies received under the Issue shall be used only for the purposes and objects indicated in this Placement Memorandum cum application letter;

(d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

I am authorized by the Board of Directors of the Company vide resolution dated 13th January 2021 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of the Placement Memorandum has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

For John Deere Financial India Private Limited

_____________________ Director 08501967 Name: Manish Phalke Place: Pune Date: 16th September 2021 Enclosed Copy of Board Resolution Copy of Shareholders Resolution

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

Certified true copy of the resolution passed by Board of Directors of John Deere Financial IndiaPrivate Limited held through audio/videoconferencing at Tower XIV, Cybercity, Magarpatta City,Hadapsar, Pune 411 013 on Wednesday, 13th January 2021.

“RESOLVED THAT in supersession of all the previous resolutions and pursuant to provisions of section179(3)(d) and all other applicable provisions, if any, of Companies Act, 2013 (the “Act”) consent isaccorded for borrowing funds from John Deere India Private Limited (Holding Company) or BankingCompany or Financial Institution or any other financiers through commercial paper (CP), Non-Convertible Debentures (NCD), External commercial borrowing (ECB) or any other instrument ofborrowing with or without security read with Reserve Bank of India guidelines, in one or more tranche(s),with tenor and rate to be decided on a case to case basis such that the outstanding principal amount inaggregate with above mentioned borrowing instruments does not exceed the equivalent of Rs.4000,00,00,000 (Rupees Four Thousand Crore) (“Overall Limit”) at any point of time.

RESOLVED FURTHER THAT power to borrow within the Overall Limit shall include but is notlimited to the power to redeem or buy-back borrowing securities/instruments by whatever name called.

RESOLVED FURTHER THAT the Managing Director of the Company be severally authorized to takenecessary procedural decisions for its execution within the Overall Limit.

RESOLVED FURTHER THAT any two of the Directors of the Company or any two of the below:

Director of the Company

Finance Controller of the Company

Mr. Subrata Mishra

Mr. Harshit Vora,

(collectively, the “Authorized Persons”) be and are hereby authorized to

enter into arrangements and/or avail services of arrangers, merchant bankers, rating agencies,depositories, custodians, trusteeship services, legal counsel, security trustees/agents for creation ofsecurity for lenders, etc. as may be required for the aforesaid borrowings;

appoint debenture trustees, issuing and paying agent banks, registrar and transfer agents and otherintermediaries for the purpose of issuance of CP or NCDs;

appoint any security trustee, authorized dealer banks or any agent for the purpose of availing the ECBfacility;

open and close accounts with depositories for maintaining the commercial paper or non-convertibledebentures in dematerialized form;

negotiate, amend and finalize the terms and conditions relating to issue of CP or NCDs, to enter intoarrangements with depositories, if necessary, to execute the necessary documents/agreements/papersincluding usance promissory note, issuing and paying agency agreement and such other documents, asmay be required in this connection, and to do all such acts, deeds, matters and things as may be necessaryor incidental thereto (including deciding the pricing and terms of NCDs) ;

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

enter into relevant debenture trust deeds, debenture trustee agreements, offer letters and any otherdocuments, deeds, notices, letters, agreements, power of attorneys, indemnities (including withoutlimitation in respect of stamp duty), undertakings, instruments and forms as may be required in relationto or in connection with the issuance of NCDs or pursuant to any other purpose mentioned in theseresolutions or to give effect to any transactions contemplated in such documents and to modify or amendsuch documents;

enter into relevant loan documents, security documents and any other documents, deeds, notices, letters,agreements, power of attorneys, indemnities (including without limitation in respect of stamp duty),undertakings, instruments and forms as may be required in relation to or in connection with the availingof the ECB facility or pursuant to any other purpose mentioned in these resolutions or to give effect toany transactions contemplated in such documents and to modify or amend such documents; and

do all such acts, matters, deeds and things as may deem expedient and execute all documents, file formswith, make applications to, receive approvals from, any persons, authorized dealers, governmental /regulatory authorities, including but not limited to the Registrar of Companies and Reserve Bank of India/Securities and Exchange Board of India and income tax authorities or any depository or stock exchangeto give effect to this resolution including payment of stamp duties or other taxes associated with it andfor matter connected therewith.

RESOLVED FURTHER THAT the Company does hereby declare that the said borrowing facilities arewithin the powers of the Board to exercise as required by the provisions of the Companies Act and anyother relevant law; and

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign anyacknowledgement of debt in favor of the relevant Bank in respect of the said borrowing facilities and anyliabilities and obligations thereunder.

RESOLVED FURTHER THAT all lawful actions heretofore taken by any Authorized Persons of theCompany in connection with the foregoing resolutions are hereby ratified, confirmed and approved.

RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed in thepresence of two directors or any one director and Company Secretary / Finance Controller / Mr. SubrataMishra / Mr. Harshit Vora in accordance with the Articles of Association of the Company, if required.

RESOLVED FURTHER THAT any Director or the Company Secretary be and are hereby authorizedto furnish a certified true copy of the above resolutions to any persons concerned for their informationand records.”

DERIVATIVES TRANSACTIONS

WHEREAS, the Board desires to authorize certain representatives of the Company to negotiate, approveand enter into currency and interest rate exchange agreements and other derivatives transactions for thepurposes of managing exposures to interest rates, foreign currencies and commodity prices incurred inthe ordinary course of business;

NOW THEREFORE BE IT RESOLVED THAT:

The Authorized Persons are authorized to negotiate, approve, enter into, amend and terminate interestrate exchange agreements, cross currency swaps, currency forward agreements, currency options, interestrate cap agreements, and commodity futures (“Transactions”).

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

RESOLVED FURTHER THAT the Company may enter into Transactions with such bank or banks asthe executing officer may select subject to maximum outstanding $ 100 Million or Rupees 700 Crores forall its Transactions outstanding at any point of time related to the borrowing facilities.

RESOLVED FURTHER THAT any two Directors or any two Authorized Persons are herebyauthorized for and on behalf of the Company to enter into Transactions on such terms as such Directorsor Authorized Persons approve, such approval to be evidenced by execution and delivery of theTransactions by such persons.

RESOLVED FURTHER THAT any of the persons named below:

Director of the Company

Finance Controller of the Company

Accounting Manager – Finance of the Company, or

Mr. Harshit Vora

be and are hereby authorized to negotiate, approve, enter into, amend and terminate the Transactions andgive written and/or oral instructions (whether over the telephone or otherwise) to the Bank in regard tothe Transactions including without limitation, signing and delivering to the Bank any confirmationsubject to the limits assigned to such person, as set out above;

The Bank is authorized and entitled to honor any instructions given pursuant to the preceding paragraphpromptly upon receipt thereof and to act on the same without inquiry (although the Bank may, withoutprejudice to the aforesaid, at its absolute discretion, seek such confirmation and/or clarification as it maythink fit and in the absence of such confirmation and/or clarification, the Bank may decline to honor suchinstructions without incurring any liability whatsoever to the Company in respect of any delay or refusalto execute such instructions); and

RESOLVED FURTHER THAT all reports pertaining to Transactions shall be reported to any of thepersons named below:

Finance Controller of the Company, or

Accounting Manager- Finance of the Company

Any and all actions heretofore taken or caused to be taken by any of the said Authorized Representativesof the Company in connection with the transactions contemplated herein be and they hereby are ratifiedand approved in all respects.

RESOLVED FURTHER THAT all the documents incidental to this resolution be acceptable inphysically/digitally signed format and these resolutions shall continue in full force and effect and theBank shall be entitled to rely upon and act pursuant to the same until such time as the Bank shall havereceived actual notice, certified in writing by any Director or the Secretary of the Company, of theirrevocation, variation, amendment or supplement.

RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed in thepresence of two directors or any one director and Company Secretary / Finance Controller / Mr. SubrataMishra / Mr. Harshit Vora in accordance with the Articles of Association of the Company.

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

RESOLVED FURTHER THAT any Director or the Company Secretary be and are hereby authorizedto furnish a certified true copy of the above resolutions to any persons concerned for their informationand records.”

For John Deere Financial India Private Limited

Ms. Vaishnavi Suratwala

Company Secretary

Date:14/01/2021

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

Highly Confidential with No Personal Information

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY MEMBERS IN TENTH ANNUALGENERAL MEETING OF JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED HELD THRUVIDEO-CONFERENCING ON MONDAY, 6th SEPTEMBER 2021

“RESOLVED THAT pursuant to Section 42, 71 and any other applicable provisions of the Companies Act,2013 (“the Act”) read with Rule 14 of the Companies (Prospectus and Allotment Securities) Rules, 2014, andin accordance with the provisions of Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008 as amended from time to time; to the extent applicable, and the notifications,circulars and clarifications issued by Reserve Bank of India as applicable to the Non-Banking FinancialCompanies from time to time, and such other laws and regulations, and listing agreements to be entered intowith the stock exchange where the non-convertible debentures are proposed to be listed and subject to suchapprovals, consents, sanctions, permissions as may be necessary from the Securities and Exchange Board ofIndia, stock exchanges, the Reserve Bank of India and all other appropriate statutory and regulatoryauthorities and subject to such conditions and modifications as may be prescribed by the respective statutoryand/ or regulatory authorities while granting such approvals, consents, sanctions and permissions, the consentof the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred toas “the Board” which term shall include any committee thereof), to make offer(s), invitation(s) to create,offer, issue and allot, from time to time on private placement basis listed or unlisted, unsecured, redeemable,non-convertible debentures (“NCDs”) in one or more tranches or issuances, an amount not exceeding INR1500 Crore (Rupees One Thousand Five Hundred Crore only) during the period of one year from the date ofpassing of this resolution to qualified institutional buyers, foreign portfolio investors, banks, financialinstitutions, non-banking financial companies, alternative investment funds, mutual funds, provident andgratuity funds, corporates and such other entities/ persons eligible to subscribe to the NCDs on such termsand conditions including the price, rate of interest, premium/discount, tenure, etc.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and ishereby authorised to finalise disclosure documents to be filed with the relevant stock exchange on which theNCDs are proposed to be listed as per the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 anddo all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper ordesirable and to settle any question, difficulty or doubt that may arise in regard to the offer / issue, allotment,utilisation of the proceeds and redemption of the NCDs and to finalise and execute such documents andwritings as may be necessary or desirable as the Board may deem fit without being required to seek anyfurther consent or approval of its members or otherwise, to the end and intent that its members shall be deemedto have given their approval thereto expressly by the authority of this resolution and to delegate all or any ofthe powers herein conferred to any of directors or officers of the Company to give effect to the aforesaidresolution.”

For John Deere Financial India Private Limited

Vaishnavi Suratwala Company Secretary 06th September 2021

Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to the public on the web site, www.crisil.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at CRISILratingdesk@crisil.com or at 1800-267-1301.

CRISIL Ratings Limited (A subsidiary of CRISIL Limited)

Corporate Identity Number: U67100MH2019PLC326247

____________________________________________________________________________________Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400 076. Phone: +91 22 3342 3000 | Fax: +91 22 4040 5800

www.crisilratings.com

CONFIDENTIALRL/JDFIPL/278465/NCD/0921/17581/98223970September 14, 2021

Mr. Manish Phalke Senior General Manager - Accounts & Finance John Deere Financial India Private LimitedJohn Deere Technology centre, Cybercity,Magarpatta City,HadapsarPune - 411013

Dear Mr. Manish Phalke,

Re: CRISIL Rating on the Rs. 50 Crore Non Convertible Debentures of John Deere Financial India Private Limited

We refer to your request for a rating for the captioned Debt instrument.

CRISIL Ratings has, after due consideration, assigned a CRISIL AAA/Stable (pronounced as CRISIL triple A rating with Stable outlook) rating to the captioned Debt instrument. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.

Further, in view of your decision to accept the CRISIL Ratings, we request you to apprise us of the instrument details (in the enclosed format) as soon as it has been placed. In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL Ratings will be necessary.

As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the right to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information, or other circumstances which CRISIL Ratings believes may have an impact on the rating.

As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the necessary and relevant information at debtissue@crisil.com. This will enable CRISIL Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at debtissue@crisil.com for any clarification you may need.

Should you require any clarification, please feel free to get in touch with us.

With warm regards,

Yours sincerely,

Rahul Malik Nivedita ShibuAssociate Director - CRISIL Ratings Associate Director - CRISIL Ratings

Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to the public on the web site, www.crisil.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at CRISILratingdesk@crisil.com or at 1800-267-1301.

CRISIL Ratings Limited (A subsidiary of CRISIL Limited)

Corporate Identity Number: U67100MH2019PLC326247

____________________________________________________________________________________Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400 076. Phone: +91 22 3342 3000 | Fax: +91 22 4040 5800

www.crisilratings.com

Details of the Rs.50 Crore Non Convertible Debentures ofJohn Deere Financial India Private Limited

1st tranche 2nd tranche 3rd trancheInstrument Series:

Amount Placed:

Maturity Period:

Put or Call Options (if any):

Coupon Rate:

Interest Payment Dates:

Principal Repayment Details: Date Amount Date Amount Date Amount

Investors:

Trustees:

In case there is an offer document for the captioned Debt issue, please send us a copy of it.

CTL/21-22/2537 (Annexure A)

DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING THE DRAFT OFFER DOCUMENT OR PRIVATE PLACEMENT MEMORANDUM/ INFORMATION MEMORANDUM

(Applicable for Secured and Unsecured Issuances) To, The Manager, BSE Limited, Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai – 400 001 Dear Sir / Madam, SUB.: Issue of 4,000 (Four Thousand) Fully Paid Rated Listed Unsecured Redeemable Non-Convertible

Debentures of Face Value of Rs. 1,000,000 (Indian Rupees One Million Only) each, aggregating upto Rs.4,000,000,000/- (Indian Rupees Four Billion Only) on a private placement basis by John Deere Financial India Private Limited.

We, the debenture trustee(s) to the above-mentioned forthcoming issue state as follows: 1) We have examined documents pertaining to the said issue and other such relevant documents,

reports and certifications. 2) On the basis of such examination and of the discussions with the Issuer, its directors and other

officers, other agencies and on independent verification of the various relevant documents, reports and certifications:

We confirm that: a) The Issuer has made adequate provisions for and/or has taken steps to provide for adequate

security for the debt securities to be issued – Not Applicable. b) The Issuer has obtained the permissions / consents necessary for creating security on the said

property(ies) – Not Applicable. c) The Issuer has made all the relevant disclosures about the security and its continued obligations

towards the holders of debt securities - Not Applicable. d) Issuer has adequately disclosed all consents/ permissions required for creation of further charge

on assets in offer document or private placement memorandum/ information memorandum and all disclosures made in the offer document or private placement memorandum/ information memorandum with respect to creation of security are in confirmation with the clauses of debenture trustee agreement – Not Applicable.

e) Issuer has given an undertaking that charge shall be created in favour of debenture trustee as per terms of issue before filing of listing application – Not Applicable.

f) Issuer has disclosed all covenants proposed to be included in debenture trust deed (including any side letter, accelerated payment clause etc.), offer document or private placement memorandum/ information memorandum and given an undertaking that debenture trust deed would be executed before filing of listing application.

g) All disclosures made in the draft offer document or private placement memorandum/ information memorandum with respect to the debt securities are true, fair and adequate to enable the investors to make a well-informed decision as to the investment in the proposed issue.

We have satisfied ourselves about the ability of the Issuer to service the debt securities.

Place: Mumbai Date: September 20, 2021 For Catalyst Trusteeship Limited

Authorised Signatory

DIRECTORS' REPORT

ToThe Members,John Deere Financial India Private Limited

Your Directors have great pleasure in presenting the 10th Board Report along with the AuditedStatement of Accounts and the Auditors Report of the Company for the financial year ended31st March 2021:

Financial Summary:The Company sustained its good performance during FY 2020-21. The key highlights of thefinancial performance of the Company for the year, as stated in the audited financial statement,along with the corresponding performance for the previous year are as under:

(Amount in Lakhs)Particulars Year ended 31st

March, 2021Year ended 31st

March, 2020Total Income 45,614 33,094Finance Cost 16,850 14,397Impairment of Financial Instruments 6,166 3,924Depreciation 243 205Operating expenses excluding depreciation andinterest

12,709 11,178

Profit before depreciation and interest 26,739 17,992Profit before taxes 9,646 3,390Provision for taxation 2,243 857Profit after tax 7,403 2,533Retained Earnings* brought forward from prior year 6,519 4,489Less: Adjustment for Other comprehensive Income 42 5Less: Transfer to Statutory reserve (1,489) (508)Retained Earnings* carried forward for followingyear

12,475 6,519

*Including other comprehensive income

State of Company’s affairs & changes in business

During the year under review, the Company continued to increase its reach of financingtractors, road construction and other equipment manufactured or sold by John Deere IndiaPrivate Limited and its subsidiary in India.

The Company is exposed to certain financial risks namely credit risk, interest risk, currencyrisk & liquidity risk. The Company’s Board of Directors has overall responsibility for theestablishment and oversight of the Company’s risk management framework. The Board ofDirectors has established the Risk Management Committee and Asset Liability Committee(ALCO). The Risk Management committee and ALCO is responsible for developing and

monitoring risk management policies for its business and ensuring compliance with thestatutory/regulatory framework of the risk management process.Consequent to the outbreak of the COVID-19 pandemic, the Indian government announced alockdown in March 2020. Subsequently, the government lifted the national lockdown, butregional lockdowns continue to be implemented in areas with a significant number of COVID-19 cases. The impact of COVID-19, including changes in customer behavior and pandemicfears, as well as restrictions on business and individual activities, has led to significant volatilityin global and Indian financial markets and a significant decrease in global and local economicactivities. Estimates and associated assumptions applied in preparing these financial results,especially for determining the impairment allowance for the financial assets (Loans), are basedon historical experience and other emerging, forward looking factors on account of thepandemic. The Company believes that the factors considered are reasonable under the currentcircumstances. The extent to which the current “second wave” has significantly increased thenumber of cases in India, will continue to impact the Company's performance, which willdepend on ongoing as well as future developments and are highly uncertain, including, amongother things, any new information concerning the severity of the COVID-19 pandemic and anyaction to contain its spread.

As at 31st March 2021, JDF has a loan book of INR 333,712 lakh as against INR 233,045 lakhin the previous year. There is a growth of 43% in the portfolio. JDF portfolio has been growingat a rapid pace supporting the growth of equipment sales for John Deere India agricultural andWirtgen road construction equipment’s

The agriculture sector in India is expected to generate better momentum in the next few yearsdue to increased investment in agricultural infrastructure such as irrigation facilities,warehousing, and cold storage.

The Government is continuing it’s focus to boost the GDP levels by pushing infrastructuredevelopment primarily in road and mining segment. Government is also re-strategizing theirapproach in road development segment due to higher fund allocation to fight ongoing pandemicsituation. This will support the road construction financing business.

The Company’s main business is financing of the assets. The Company being NBFC-ND-SI(Systemically Important Non-Deposit taking Non-Banking Financial Company) has compliedwith and continues to comply with all the applicable regulations and guidelines specified byReserve Bank of India.

During the year under review, the Company got its unsecured non-convertible debentures listedat BSE Limited.

There were no changes in the nature of the business of the Company during the year underreview.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report is enclosed as Annexure ‘I’ to this Report.

Dividend

Your Directors have pleasure in recommending dividend of 1% (i.e. 10 paise) per equity share.The dividend of 1%, if approved, in the upcoming Annual General Meeting would result inpayout of Rs. 536 Lakhs.

Transfer to reserves

The Company has created Statutory Reserve under 45IC of RBI Act 1934 and transferred Rs.1,489 Lakhs.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

The RBI has issued a circular dated April 7th, 2021 for refund or adjustment of interest oninterest/penal interest/compound interest charged during the moratorium. Accordingly theCompany has provided an amount of INR 462.92 lakhs as of March 31, 2021. Other than thisthere has been no material changes and commitments affecting financial position of theCompany between the end of the financial year and date of the report.

Meetings of the Board of Directors

During the Financial year under review Board of Directors met eight times to transact thebusiness of the Company in accordance with the provisions of the Act and rules made thereunder and the dates on which they met during the financial year under review are as under:

Sr.No

Date of the Board Meeting

1 15 May 20202 19 June 20203 25 June 20204 16 July 20205 13 August 20206 08 October 20207 23 October 20208 13 January 2021

Sr.No

Name of Directors Number of Meeting Attended

1 Abhay Dhokte 82 Ajit Jain 83 Felix Frie 64 Manish Phalke 85 Pranjali Patil 8

Meetings of the Board Committees

During the financial year under review below committee meetings were held on periodicalbasis.

SN

CommitteeMeetings

Apr-20

May-20

Jun-20

Jul-20

Aug-20

Sep-20

Oct-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21

1 NominationCommittee

- 05th - - - - - - - - - -

2 ITCommittee

30th - - 24th - - 30th - - 15th - -

3 RiskManagementCommittee

- 29th - - - 29th - - 07th - - 17th

4 ALCOCommittee

16th - - 17th - 11th - - 07th - 12th -

5 AuditCommittee

27th - 18th - - 23rd 23rd - - 21st - -

6 CustomerServiceCommittee

8th 8th 4th 6th 7th 7th 5th 10th 7th 6th 10th 4th

7 CSRCommittee

- 5th - - - 3rd - - 3rd - - 25th

Directors’ Responsibility Statement

The Directors confirm that:(i) In the preparation of the annual accounts for the year ended 31st March, 2021, the

applicable accounting standards have been followed along with proper explanationrelating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently andhave made judgments and estimates that are reasonable and prudent so as to give trueand fair view of the state of affairs of the Company as at the end of the financial year31st March 2021 and of the profit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv) The Directors have prepared the annual accounts for the year ended 31st March 2021on a going concern basis.

(v) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Directors and KMPDuring the year under review below were the changes related to directors and KMP:

S.N

Name Designation Date ofAppt/Resi

gn

Status ofChange

RemarksIf any

1 Abhay Dhokte Managing Director 01/07/2019 No Change -2 Felix Frie Director 01/12/2017 No Change -3 Ajit Jain Director 28/01/2015 No Change -4 Manish Phalke Director 11/07/2019 No Change -5 Pranjali Rahul Patil Director 15/05/2020 Appointed -6 Vaishnavi

SuratwalaCompany Secretary 02/03/2020 No Change -

7 GirishSivaramakrishnan

Chief Finance Officer 16/05/2020 Appointed -

Credit Rating

During the year under review, Rating Agencies issued ratings to JDFIPL as under:

RatingAgency

Rating Nature ofSecurities

Date ofRating

Amount (Rs.Lakhs)

ICRA [ICRA] A1+ Commercial Paper 11-Jan-21 40,000ICRA [ICRA] A1+ Commercial Paper 19-Mar-21 40,000ICRA [ICRA]AAA (Stable) Bank Loans 19-Mar-21 20,000CRISIL CRISIL A1+ Commercial Paper 4-Jan-21 60,000CRISIL CRISIL A1+ Commercial Paper 30-Mar-21 60,000CRISIL CRISIL AAA/Stable Banks Loans 30-Mar-21 27,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 4-Jan-21 40,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 4-Jan-21 40,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 4-Jan-21 50,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 30-Mar-21 20,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 30-Mar-21 40,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 30-Mar-21 50,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 30-Mar-21 10,000CRISIL CRISIL A1+ Commercial Paper 7-May-20 60,000

RatingAgency

Rating Nature ofSecurities

Date ofRating

Amount (Rs.Lakhs)

CRISIL CRISIL AAA/Stable Banks Loans 7-May-20 27,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 7-May-20 40,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 7-May-20 50,000CRISIL CRISIL AAA/Stable Non-Convertible

Debentures 7-May-20 40,000

Particulars of the Employee under Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

Statement of employees drawing salary of more than Rs. 1.02 Crore if employed throughoutthe financial year and Rs. 8.50 lacs per month if employed for the part of the year is mentionedin extract to annual return attached to director report.

Extract of the Annual Return

The extract of Annual return as per Sec. 92(3) in format of MGT-9 as at 31st March 2021 hasbeen included as Annexure II to this Board Report.

Details under Companies (Appointment and Remuneration of Managerial Personnel) Rulesbeing confidential in nature will be shared with the members on request.

Particulars of Loans, Guarantees or investments

The Company is a Non-banking financial company registered with Reserve Bank of Indiaunder Section 45 IA of the Reserve Bank of India act 1934 and hence provisions of Section186 are not applicable.

Deposits, covered under Chapter V of Companies Act, 2013

Apart from exempted category of deposits, company has not accepted any deposits coveredunder Chapter V of Companies Act.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The disclosures as required under Section 197(12) of the Companies Act, 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms apart of this Report and the details are mentioned below:

Details under Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 20-21 is given as Annexure ‘III’.

(ii) The percentage increase in remuneration of Managing Director is 21.2% and ChiefFinancial Officer is NA*.

(*Managing Director has been appointed w.e.f. 1st June 2019. For purpose of computation increasein remuneration, his salary for initial three months of FY19-20 is considered as per his previousrole. * The Chief Financial Officer has been appointed in the current year only.)

(iii) The percentage increase in the median remuneration of employees in the financialyear is 8.05%.

(iv) The number of permanent employees on the rolls of Company as on March 31,2021: 323

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration - The increase in managerial remuneration is higher due to additionalshare of bonus eligible to them. It also depends on the individual performanceratings of employees which may be driving some variations in the median salaries.

(vi) It is hereby confirmed that the remuneration paid to Directors and KMPs is as perthe Remuneration Policy of the company

Details under Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014

This disclosure is not applicable due to the limits mentioned in the Rule 5(2) as no employeeother than Managing Director has been paid remuneration of more than 1.02 crores per annum

Particulars of Contract and Arrangement with Related parties referred to in Sub Section(1) of Section 188

All contract/arrangements/transactions entered by the Company during the financial year withrelated parties (Refer note 26.06 to the financial statement) were in ordinary course of businessand on arm’s length basis. The particulars of the material transactions as prescribed in FormAOC-2 of The Companies (Accounts) Rules, 2014 has been included as Annexure IV to thisBoard Report.

Furthermore, the company’s related party policy has been enclosed in Annexure V to this BoardReport.

Subsidiary Company

The Company does not have any subsidiary company. Hence, additional disclosures are notapplicable.

Details of conservation of energy, technology absorption, foreign exchange earnings andoutgoa. Conservation of Energy:The Company’s business is not energy intensive. Company believes in prudent use of the scarceprecious resources and is supportive of the energy saving mechanism.

(i) the steps taken or impact on conservation ofenergy.

Not Applicable

(ii) the steps taken by the company for utilizingalternate sources of energy.

Not Applicable

(iii) the capital investment on energy conservationequipment.

Not Applicable

b. Technology Absorption:The Company has not incurred any expenditure towards research & development activities.Also the company has not laid any future plan of action towards research & development.

(i) the efforts made towards technology absorption Not Applicable

(ii) the benefits derived like product improvement,cost reduction, product development or importsubstitution

Not Applicable

(iii) in case of imported technology (imported duringthe last three years reckoned from the beginningof the financial year)-

(a) the details of technology imported Not Applicable

(b) the year of import; Not Applicable

(c) whether the technology been fully absorbed Not Applicable

(d) if not fully absorbed, areas where absorptionhas not taken place, and the reasons thereof

Not Applicable

(iv) the expenditure incurred on Research andDevelopment

Not Applicable

c. Foreign Exchange Earnings and Outgo:

During the year, the Company incurred Rs. 1,962 Lakhs as expenditure in foreign currency andearned Rs. 673 Lakhs in foreign currency. Further, interest expense on ECB for FY 2020-2021amounts to Rs. 271 Lakhs.

Risk Management Policy of the Company

The primary purpose of the Company is to grow John Deere sales while managing riskeffectively. To manage the risk effectively company have developed policies and processes toincorporate a consistent approach to risk management by developing culture at operational andstrategic levels. In all cases, appropriate measures are put in place to address unfavorableimpact from risk and favorable benefit from opportunities.Company categorizes risk broadly in following six parameters:

1. Information risk: Risk that stems from either a lack of key, relevant information, or thedubious nature of the data that is available. One form of information risk is “accountingrisk”, which is the risk associated with the reliance on questionable financial statementdata. This type of risk is not measurable or manageable because the true facts areunknown.

2. Financial risk: Risk associated with the ongoing financial performance and conditionof a company. Often measured by an assessment of liquidity, solvency, profitability,leverage, cash flow, credit history, etc. Company commercial risk rating systemattempts to quantify financial risk.

3. Non-financial risk: Areas that influence the level of non-financial risk include the firm’squality and depth of its management team, strategies, and the strength and direction ofthe market in which the business operates.

4. Transaction risk: Risk arising from the nature of the loan transaction itself. This riskcan increase or decrease depending on the structure of the loan, the accuracy with whichthe repayment schedule matches borrower cash flow, the true protection provided bycollateral among others. To some degree, your company structure rating systemattempts to quantify transaction risk.

5. Behavioral risk: Risk that generally stems from internal control deficiencies orquestionable character issues.

6. Environmental risk: Risks that are often not in one’s control, such as weather conditionsand volatility of crop prices. Crop insurance, hedging strategies and other financial toolscan be utilized to mitigate these risks.

Company does not seek to completely avoid all these risks. However, it strives to identifymeasures and manage these risks in prudent manner, through our policies and processes.

Corporate Social Responsibility Policy

Based on the profitability criteria for the year, Corporate Social responsibility requirementsunder section 135 of the Companies Act, 2013 are applicable to the Company for the year underreview. Annual report on Corporate Social Responsibilities (CSR) activities has been includedas Annexure VI to this Board Report.

Auditors and its Report

M/s. B S R & Associates LLP, Chartered Accountants, having registration number 116231W/W-100024 were appointed as the Statutory Auditors of the Company at the AGM of theCompany held on September 18, 2017 for a period of 5 years subject to RBI regulationsprescribed in this behalf and ratification by members at each annual general meeting. Auditorshave confirmed that they are not disqualified and confirmed their eligibility and willingness tobe appointed as statutory auditor till ensuing annual general meeting.

Qualifications, Reservations or Adverse Remark or Disclaimer, if any:

There were no qualifications, reservation or adverse remarks provided by the statutory auditorsin its report for the year ended 31st March 2021.

Secretarial Audit Report

Provisions of Section 204 read with Section 134(3) of the Act, mandates to obtain SecretarialAudit Report from Practicing Company Secretary. M/s. DVD & Associates, PracticingCompany Secretaries had been appointed to carry on the Secretarial Audit and provide aSecretarial Audit Report for the financial year 2020-21.

Secretarial Audit Report is issued by M/s. DVD & Associates, Practicing Company Secretariesin Form MR-3 (Attached in Annexure VII) for the financial year 2020-21 which forms part tothis report.

There were no qualifications, reservation or adverse remarks provided by the Secretarialauditor in its report for the year ended 31st March 2021.

Cost Records

Maintenance of cost records as specified by the Central Government under section 148(1) ofthe Companies Act, 2013, is not required by the Company as the Company does not fall underthe ambit of prescribed class of Companies who are required to make and maintain cost records.

Significant or Material Orders passed by Regulator:

During the year under review, there were no significant orders passed by the regulators orcourts or tribunals impacting the going concern status of the company and its operations infuture;

Adequacy of Internal Financial Control with reference to Financial Statements

The Company has in place robust internal financial controls. Company has Internal Auditconducted during the year to assess efficacy of control mechanism in its financial transactions.

Additionally, IT, Risk and Compliance audits are undertaken periodically to ensure effectivemonitoring. During the year under review there were no material reportable observationscausing financial loss. Events indicating breach of ‘Risk or Compliance’ of the Companypolicies or guidelines has been discussed and acted upon.

Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legalconduct of business operations and in order to maintain these standards, the Companyencourages the employees to voice their genuine concerns without fear of censure; thereforeCompany’s ultimate holding Company has built in and set up the Vigil Mechanism Policyapplicable to all the group companies, associate companies, subsidiaries across the globe,according to which all the employees, Directors of the Company including third party, areeligible to make disclosures under the mechanism in relation to matters concerning theCompany.

The link to access the said policy ishttps://s22.q4cdn.com/253594569/files/doc_downloads/2020/06/CodeofBusinessConduct_English.pdf

Annual Evaluation of Directors, its Committees and Board

The formal annual evaluation of the performance of the Board and that of its Committees hasbeen carried out through a structured evaluation process covering various aspects of theBoard’s functioning such as the Board structure & composition, effectiveness of Boardprocesses, information flow and functioning, quality of relationship between the Board and theManagement, establishment and delineation of the responsibilities to Committees etc. Theperformance of individual Directors was evaluated on parameters such as professional conduct,performance of duties, role and function, contribution to the Board/Committees etc. by self-evaluation process. The Directors were satisfied with the evaluation results, which reflectedthe overall engagement of the Board and its Committees with the Company.

Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace

Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Company iscommitted to provide a safe and secure environment to its women employees across itsfunctions and other women stakeholders, as they are considered as integral and important partof the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has beenset up to redress complaints relating to sexual harassment, if any, received from womenemployees and other women associates. All employees (permanent, contractual, temporary,trainees) are covered under this policy, which also extends to cover all women stakeholders ofthe Company.

The following is a summary of sexual harassment complaints received and disposed off duringthe financial year ended March 31, 2021:

• No. of Complaints received: Nil

• No. of Complaints disposed off: Nil

• Number of cases pending for more than ninety days: Nil

• Number of workshop of awareness program against sexual harassment carried out:

a. Once in a year online training is been assigned to all employees.b. Orientation program is conducted to the new employees on joining.c. Online Investigation Process Training Program to IC members

• Nature of action taken by the employer or district Officer: Nil

AcknowledgementThe Directors would like to place on record its gratitude for valuable guidance and supportreceived from Reserve Bank of India, central & state government departments/ agencies,bankers and wish to convey its appreciation to customers, dealers, vendors and all otherbusiness associates for their continuous support during the year. The Directors would also liketo express their appreciation of the commitment and dedication of employees for significantcontribution during the year.

For and on behalf of the Board of Directors

Abhay DhokteChairmanDate: 05/05/2021Place: Pune

Enclosures· Annexure I- Management Discussion & Analysis Report· Annexure II- Extract of Annual Return in MGT-9· Annexure III- Ratio of the remuneration of each director for FY 20-21· Annexure IV- AOC-2· Annexure V- Related Party Policy· Annexure VI- Annual Report on CSR activities· Annexure VII- MR-3 Secretarial Audit Report

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:08:56 +05'30'

ANNEXURE I TO THE DIRECTORS’ REPORT

MANAGEMENT DISCUSSION & ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company is in captive finance segment catering to retail financing of equipment manufacturedby John Deere India Private Limited and Wirtgen India Private Limited its progress is closely alignedto the sales and growth of its equipment business. During the year, the loan book of the company hasgrown from INR 233,045 lakhs in March 2020 to INR 333,712 lakhs in March 2021, net of impairmentallowances reflecting a 43.2% growth.

Business Environment for Tractor Industry

During the year the tractor industry and JDI domestic sales have grown as shown below:Year ending March 2021 Year ending March 2020

Tractor industry sales no. 8,99,109 7,09,456

JDI domestic sales no. 86,753 69,489

Business Environment for Road Construction Industry

Year ending March 2021 Year ending March 2020

.Road Industry sales no. 5,520 5,174

.Wirtgen Domestic Sales no. 1,169 1,233

PRODUCT WISE PERFORMANCE

The company is primarily in the business of retail financing of agriculture and road constructionequipment. During the year the company has portfolio for agricultural equipment’s has grown from229,446.92 lakhs in March 2020 to 323,204.88 lakhs in March 2021. The portfolio for road constructionequipment has grown from 9,449.02 lakhs in March 2020 to 21,159.10 lakhs in March 2021.

OUTLOOK, OPPORTUNITIES AND THREATS

Growth in India is projected to be higher in 2021-22 as compared to 2020-21, primarily on the back ofgood monsoon, increased MSP, and higher activity in agriculture sector. The extension of the lockdownby the government has very low effect on agriculture sector and current forecast shows positive growthfor the sector despite, India's GDP forecast for this financial year is expected to show a contraction.

Over the medium term, growth is expected to decline due to reduction in demand as an impact out oflockdown and then it is expected to re-bound for John Deere tractor from second half of 2021 on accountof normal monsoon forecast.

The Company has adopted various digital modes for collections during the past financial year and ismoving on its path of digitalization with good speed.

The Company has adequate funding lines in place to meet its business requirements and debt repaymentobligations. As at 31st March 2021 the unutilized bank lines are INR 82,000 lakhs and IntercorporateLine from John Deere India Private Limited of INR 75,100 lakhs. The Company is also working ongetting additional bank lines in place.

Your directors expect that with the Company’s inherent strong business model with upcoming models,focus on digitalization and automation to provide enhanced customer experience, the continuedconfidence of investors and support of the lending institutions to the Company’s fund mobilizationactivities on account of good track record of debt servicing, your Company should achieve satisfactoryperformance in the coming years.

RISKS AND CONCERNS

India is facing the 2nd wave of Covid19, which is resulting into partial or full lockdown in manygeographies. This could create stress on overall economy; rural economy has shown resilience duringthe 1st wave, however with higher severity of 2nd wave we may see further adverse impact on ruraleconomy as well. This could create potential risk in the collectability of instalments in near future

Market risk, Operational risk, Compliance Risk and Liquidity risk are the key risks inherent to thebusiness of the Company. The Company has established a robust risk management framework tomanage these risks and is continuously engaged in reinforcing risk management practices.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control systems and their adequacy is more elaborately discussed in the Directors’ Report.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

Financial Performance and operational performance form part of the Directors’ Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES FRONT, INCLUDING NUMBEROF PEOPLE EMPLOYED

There has been no material development in human resources front during the financial year apart fromchanges in Key Managerial Persons as stated in the Directors’ Report.

ANNEXURE IV TO THE DIRECTORS’ REPORT

FORM NO. AOC.2

Form for disclosure of particulars of contracts / arrangements/ entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including

certain arm’s length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship

Not Applicable

(b) Nature of contracts/arrangements/transactions(c) Duration of the contracts / arrangements/transactions(d) Salient terms of the contracts or arrangements or

transactions including the value, if any(e) Justification for entering into such contracts or

arrangements or transactions(f) date(s) of approval by the Board(g) Amount paid as advances, if any(h) Date on which the special resolution was passed in general

meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis INR lakhs

Name(s) of therelated party and

nature ofrelationship

Nature ofcontracts/

arrangements/ transactions

Duration ofthe contracts/arrangements/ transactions

Salient termsof the

contracts orarrangements

or transactionsincluding thevalue, if any*

Date(s)of

approvalby the

Board, ifany

Amountpaid as

advances,if any

John DeereIndia PrivateLimited

ServicesReceived for

SupportCharges and

IPN

Ongoing 1,227 - Nil

John DeereIndia PrivateLimited

Facility Cost Ongoing 76 - Nil

John DeereIndia PrivateLimited

Mfg. Subsidy Ongoing 1,459 - Nil

Name(s) of therelated party and

nature ofrelationship

Nature ofcontracts/

arrangements/ transactions

Duration ofthe contracts/arrangements/ transactions

Salient termsof the

contracts orarrangements

or transactionsincluding thevalue, if any*

Date(s)of

approvalby the

Board, ifany

Amountpaid as

advances,if any

John DeereIndia PrivateLimited

Interestexpense

Apr-20 toMar-21

1,194 - Nil

John DeereIndia PrivateLimited

InterCompany

depositreceived

Apr-20 toMar-21

84,400 - Nil

John DeereIndia PrivateLimited

InterCompany

deposit paid

Apr-20 toMar-21

59,500 - Nil

John DeereIndia PrivateLimited

Otherreimburseme

nt andmaintenance

charges

Ongoing 208 - Nil

Deere &Company

InformationSystem

Ongoing 1,335 - Nil

* The terms of contract with related party is based on transfer pricing guidelines.

John Deere Financial – India PolicyDepartment: FinanceThis policy is CONFIDENTIAL.

Effective Date: 2nd March 2020 <JDF037>Revision: NIL Page 1 of 5

ANNEXURE V TO THE DIRECTORS’ REPORT

RELATED PARTY POLICY

1 ObjectivesJohn Deere Financial India Private Limited (‘JDFIPL’) is a Non-Banking Financial Company(‘NBFC’) operating under Reserve Bank of India (‘RBI’) regulations/directions and itsactivities are governed by the various Indian laws and RBI regulations/directions.

The objective / purpose of this Policy is to lay down a formal process of undertaking relatedparty transactions between JDFIPL and its associated entities (as defined under CompaniesAct, 2013) and reporting mechanisms thereof.

JDFIPL is committed to and conducts its business activities lawfully and in a manner that isconsistent with its compliance obligations. Activities of JDFIPL are conducted in line withRBI / Company Law and prevailing local regulations/rules/laws/Acts.

In the event this Policy is at variance with regulations/rules/laws/Acts at any stage due toomissions or changes in regulations/rules /laws/Acts, the regulations/rules/laws/Acts shallprevail. If any clarifications are needed on these regulations/rules /laws/Acts, the same mustbe referred to Company Secretary for its final opinion on the issue.

2 References

DocumentNumber

Description Revision/Date

JDF037 New Document 02nd March 2020

3 Applicability

This Policy applies to all the transactions of JDFIPL with its related parties including changes,if any, from time to time and are governed by Companies Act 2013 and rules framedthereunder.

JDFIPL has adopted Related Party Policy for the Related Party Transactions pursuant to theprovisions of Sections 179, 188 and other applicable provisions of the Companies Act, 2013(‘the Companies Act’) and Master Direction - Non-Banking Financial Company - SystemicallyImportant Non-Deposit taking Company and Deposit taking Company (Reserve Bank)Directions, 2016 (as updated from time to time).

4 Definitionsa) ‘Related Party’ will have the same meaning as defined under Section 2(76) of the

Companies Act.

John Deere Financial – India PolicyDepartment: FinanceThis policy is CONFIDENTIAL.

Effective Date: 2nd March 2020 <JDF037>Revision: NIL Page 2 of 5

b) ‘Related party transaction (‘RPT’)’ mean all transactions between JDFIPL on one handand one or more related party on the other hand including contracts, arrangements andtransactions as envisaged in Section 188(1) clause (a) to (g) of the Companies Act.

c) ‘Arm’s Length Transaction (‘ALT’)’ means a transaction between two related partiesthat is conducted as if they are unrelated, to ensure there is no conflict of interest.

d) ‘Ordinary Course of Business (‘OCB’)’ means a transaction which is carried out in thenormal course of business envisaged in accordance with the Memorandum ofAssociation (‘MoA’) and the Articles of Association (‘AoA’).

e) ‘Relative’ in relation to a related party shall have the same meaning as defined inSection 2(77) of the Companies Act read with clause 4 of the Companies (Specificationof Definition details) Rules,2014 from time to time.

f) ‘Board of Directors or Board’ means the collective body of the Directors of JDFIPLconstituted from time to time.

g) ‘Audit Committee’ means the Audit Committee constituted by the Board of Directorsof JDFIPL in accordance with Section 177 of the Companies Act.

h) ‘Company Secretary’ means a Company Secretary as defined in Section 2 (24) of theCompanies Act.

i) ‘Key Managerial Personnel (‘KMP’)’: shall mean-· The Managing Director or the Chief Executive Officer or the manager and in

their absence, a Whole-time Director;· The Company Secretary;· The Chief Financial Officer; and· Such other person as may be specified as KMP from time to time and defined

under section 2(51) of the Companies Act 2013.

5 Policya) In terms of this Related Party Policy, JDFIPL may enter into any Related Party

Transactions through its authorized officials or any persons authorized by the Board inaccordance with this Policy;

b) The RPT Framework may include such details as may be considered appropriateincluding the persons authorized to initiate and / or execute the RPT, commercialjustification, parameters for considering RPT to be at arm’s length, monitoring andreporting mechanism;

c) All transactions by JDFIPL with related parties shall require approval / ratification ofthe Audit Committee and/or Board of Directors as specified in the Regulations;

John Deere Financial – India PolicyDepartment: FinanceThis policy is CONFIDENTIAL.

Effective Date: 2nd March 2020 <JDF037>Revision: NIL Page 3 of 5

d) The Audit Committee and/or Board of Directors shall review the RPTs during thecourse of review of results.

6 All transactions with related parties must be entered into at arm’s length basis. Borrowingsand lending / investment transactions with related parties, if any, must necessarily beexecuted substantially at the same terms, including mark-up interest rates and collaterals,as those prevailing at the time of similar transactions with unrelated parties; andAll RPTs which are not in Ordinary Course of Business or not at Arm’s Length or bothwill additionally require prior approval of Board of Directors and Shareholders throughspecial resolution as per the Companies Act (as amended from time to time)

7 Identification of Related Party Transaction

a) Related parties will be identified on an ongoing basis in line with Section 2(76) of theCompanies Act and Accounting Standard issued by Institute of Chartered Accountantsof India;

b) Directors and KMPs, would be responsible for promptly notifying (within a period of30 days of his/her appointment, or relinquishment of his office in otherCompanies/Firms/bodies corporate, as the case may be) JDFIPL through CompanySecretary in case of any changes / updates occurring in the related parties and in respectof details pertaining to such related parties declared by them. Such information shouldbe notified well in time to enable review by Audit Committee / Board of Directors;

c) The Company Secretary shall be responsible to maintain the updated list of relatedparties based on the disclosures received from Directors / KMPs. The list may bemaintained in the Register (physically or electronically, as may be decided by the Boardof Directors), giving separately the particulars of all contracts or arrangements to whichthe Policy applies;

d) The RPT Register shall be preserved permanently and shall be kept in the custody ofthe Company Secretary/Chief Financial Officer of JDFIPL or any other personauthorized by the Board for the purpose; and

e) Shareholders’ approval will be required only when the limits prescribed under theCompanies Act are likely to be exceeded.

8 Compliance & Disclosure:

a) This Policy will be hosted on the Company’s website at of JDFIPL and shall beincluded in the Annual Report with a weblink. Further, details of all materialtransactions with related parties shall be disclosed in the annual report;

John Deere Financial – India PolicyDepartment: FinanceThis policy is CONFIDENTIAL.

Effective Date: 2nd March 2020 <JDF037>Revision: NIL Page 4 of 5

b) Every person associated with RPT shall be accountable for complying with theprevailing RPT Policy;

c) The Board’s Report shall contain details of contracts or arrangement or transactionwhich are (i) not at arm’s length basis and(ii) material contracts or arrangement ortransactions at arm’s length basis and/ or at ordinary course of business, along withjustification for entering into such transaction as per the provisions of Companies Act,2013 and rules mentioned therein;

d) Directors or KMP or any personnel as per authority matrix, who enter into or authorizeany contract or arrangement in violation of the RPT Policy shall be responsible for non-compliance as provided under Section 188 (3) of the Companies Act; and

e) In case of breach of this Policy Audit Committee and/or Board of Directors may initiateappropriate action against the person/s responsible.

9 ReviewThis Policy shall be reviewed once in a year by the Board of Directors on the recommendationsof the Audit Committee. The Audit Committee shall meet as and when any changes arerequired in the Policy. Any amendment /changes/deviations to this policy shall need approvalof Board of Directors.

10 Records Management and Retention

a) Record Management and RetentionFinance Department shall assist in ensuring that all the matters enumerated in here arecomplied with.

There is no requirement for retention of records.

b) Document Change Records

Document Change RecordsSr.No.

Revisionno./ date

SectionRevised/Page No.

Reason Forchange

Change Description

John Deere Financial – India PolicyDepartment: FinanceThis policy is CONFIDENTIAL.

Effective Date: 2nd March 2020 <JDF037>Revision: NIL Page 5 of 5

Need to know departmentsFinance Operations IT Legal Credit

Yes No No Yes NoSales Collection HR Wholesale Risk and

ComplianceNo No No No Yes

BankRelationship

Sharedservices-Direct

Tax

Sharedservices-InDirect Tax

Shared services-Treasury &

payroll,Payables

No Yes Yes No

End of document

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

[Annexure -VI]

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company.

John Deere Financial India Private Limited (JDFIPL) aspires to be a catalyst for positive change byfocusing our energy, intellect, and resources on providing solutions for world hunger, empowering othersthrough education, and developing communities. JDFIPL will do this by investing purposefully andfocusing our philanthropic and volunteerism efforts to achieve higher and sustainable living standards forpeople in India.

2. Composition of CSR Committee:

Sr.No.

Name of Director Designation /Nature of

Directorship

Number of meetings ofCSR Committee held

during the year

Number of meetings ofCSR Committee attended

during the year1 Abhay Dhokte Chairman 4 32 Ajit Jain Member 4 43 Manish Phalke Member 4 3

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved bythe board are disclosed on the website of the company.

https://www.deere.com/assets/pdfs/region-1/finance/india-financing/JDFIPL_CSR_Committee.pdfhttps://www.deere.co.in/assets/pdfs/region-1/finance/india-financing/JDF031-CSR-Policy.pdfhttps://www.deere.com/assets/pdfs/region-1/finance/india-financing/JDFIPL_CSR_Project_Approved_After_1_April_2020_.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financialyear, if any

Sr.No.

FinancialYear

Amount available for set-off frompreceding financial years (in Lakh)

Amount required to be set-off for thefinancial year, if any (in Lakh)

1 2020-21 1.64 1.64Total 1.64 1.64

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

6. Average net profit of the company as per section 135(5). – Rs 2690 Lakhs

7. (a) Two percent of average net profit of the company as per section 135(5) – Rs 53.81 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. – NotApplicable

(c) Amount required to be set off for the financial year, if any – 1.64 Lakhs

(d) Total CSR obligation for the financial year (7a+7b-7c). – 55.45 Lakhs

8. (a) CSR amount spent or unspent for the financial year:

Total AmountSpent for the

Financial Year.(in Rs. Lakhs)

Amount Unspent (in Rs.)Total Amount transferred toUnspent CSR Account as per

section 135(6).

Amount transferred to any fund specifiedunder Schedule VII as per second proviso to

section 135(5).

Amount. Date oftransfer.

Name of theFund

Amount. Date oftransfer.

55.45 - - - - -

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)Sl.No.

Nameof theProje

ct.

Itemfrom the

list ofactivitie

s inSchedule VII tothe Act.

Localarea

(Yes/No).

Location of theproject.

Projectdurati

on.

Amount

allocated for

theproject (inRs

Lakhs).

Amount

spentin thecurren

tfinanc

ialYear(in RsLakhs

).

Amounttransferred to

UnspentCSR

Accountfor theprojectas per

Section135(6)(in Rs.Lakhs).

Mode ofImplementation - Direct

(Yes/No).

Mode ofImplementation -

ThroughImplementing

Agency

State. District.

Name CSRRegistrati

onnumber.

1 Unnati

Promotion ofeducation anderadicatinghunger

Yes Maharashtra

Pune April20-March21

55.45 55.45 NA NO CentreFor

AdvancedResearch

&Developm

ent

CSR00000339

Total 55.45 55.45

(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

(1) (2) (3) (4) (5) (6) (7) (8)Sl. No. Name of

theProject

Itemfrom the

list ofactivities

inschedule

VII tothe Act.

Localarea(Yes/No).

Location ofthe project.

Amountspent

for theproject(in Rs.).

Mode ofimplementation

- Direct(Yes/No).

Mode ofimplementation -

Throughimplementing

agency.

State. District. Name. CSRregistration

number.1.

Total

(d) Amount spent in Administrative Overheads – Not Applicable

(e) Amount spent on Impact Assessment, if applicable – Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – Rs 55.45 Lakhs

(g) Excess amount for set off, if any

Sr. No. Particular Amount (in Rs Lakhs.)(i) Two percent of average net profit of the company as per

section 135(5)53.81

(ii) Total amount spent for the Financial Year 55.45(iii) Excess amount spent for the financial year [(ii)-(i)] 1.64(iv) Surplus arising out of the CSR projects or programmes or

activities of the previous financial years, if anyNot Applicable

(v) Amount available for set off in succeeding financial years[(iii)-(iv)]

1.64

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

Sr. No. PrecedingFinancial

Year.

Amounttransferred toUnspent CSR

Account undersection 135 (6)

(in Rs.)

Amount spentin the

reportingFinancial Year

(in Rs.).

Amount transferred to anyfund specified under

Schedule VII as per section135(6), if any.

Amountremaining tobe spent insucceedingfinancialyears. (in

Rs.)

Name ofthe Fund

Amount(in Rs).

Date oftransfer.

1. 2018-2019 NIL NIL NIL NIL NIL *NILTotal

Registered Office : Tower XIV, Cyber City, Magarpatta City, Hadapsar, Pune 411 013. India.Tel: + 91 (20) 66425000, Fax : + 91 (20) 66425001

Website: www.deere.co.in

John Deere Financial India Private LimitedCIN – U65923PN2011PTC141149Level 2, Tower XV, Cybercity, Magarpatta City,Hadapsar, Pune- 411 013

Board No. – 020-6703 2000 / 020 – 6703 2001Fax No. – 020 – 6703 2004

* The disclosure regarding amount was provided in the Directors Report as per the provisions applicable atthat time.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NotApplicable

(1) (2) (3) (4) (5) (6) (7) (8) (9)Sl. No. Project

ID.Name of

theProject.

FinancialYear in

which theproject wascommenced.

Projectduration.

Totalamount

allocatedfor theproject(in Rs.).

Amountspent on

theproject in

thereportingFinancialYear (in

Rs).

Cumulativeamount

spent at theend of

reportingFinancialYear. (in

Rs.)

Status ofthe project

-Completed/Ongoing.

1Total

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquiredthrough CSR spent in the financial year- Not Applicable

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, theiraddress etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capitalasset).

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section135(5).

The Company has spent INR 55.45 Lakhs as against the budget of INR 53.81 Lakhs during the financial year 2020-21 towards CSR activities i.e. 102% of the total amount prescribed was spent as per the calculation of CSR underthe Companies Act, 2013.

For John Deere Financial India Private Ltd,

ChairmanPlace: PuneDate : 05th May 2021

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:06:55 +05'30'

B S R & Associates LLP Chartered Accountants

Building No.10,12th Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram – 122 002, India

Principal Office:

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

Telephone: +91 124 719 1000 Fax: +91 124 235 8613

B S R & Associates (a partnership firm with Registration No. BA69226) converted into B S R & Associates LLP (a Limited Liability Partnership with LLP Registration No. AAB-8182) with effect from October 14, 2013

INDEPENDENT AUDITOR’S REPORT

To the Members of John Deere Financial India Private Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of John Deere Financial India Private Limited (“the Company”), which comprise the balance sheet as at 31 March 2021, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the f inancial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements 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 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

2

Description of Key Audit Matter

Impairment of loans to customers

Charge: INR (in lakhs) 4,801.07 for the year ended 31 March 2021 Provision: INR (in lakhs) 10,651.55 as at 31 March 2021

Refer to the accounting policies in “Note [2.9] to the Financial Statements: Impairment”, “Note [2.4] to the Financial Statements: Significant Accounting Policies- use of estimates” and “Note [2.9] to the Financial Statements: Loans and advances”

Key audit matter How the matter was addressed in our audit Subjective estimate

Under Ind AS 109, Financial Instruments, allowance for loan losses are determined using expected credit loss (ECL) model. The estimation of ECL on financial instruments involves significant judgement and estimates. The key areas where we identified greater levels of management judgement and therefore increased levels of audit focus in the Company’s estimation of ECLs are:

· Data inputs - The application of ECLmodel requires several data inputs. Thisincreases the risk of completeness andaccuracy of the data that has been used tocreate assumptions in the model.

· Model estimations – Inherentlyjudgmental models are used to estimateECL which involves determiningProbabilities of Default (“PD”), LossGiven Default (“LGD”), and Exposures atDefault (“EAD”). The PD and the LGDare the key drivers of estimationcomplexity in the ECL and as a result areconsidered the most significantjudgmental aspect of the Company’smodelling approach.

· Economic scenarios – Ind AS 109 requiresthe Company to measure ECLs on anunbiased forward-looking basis reflectinga range of future economic conditions.Significant management judgement isapplied in determining the economicscenarios used and the probability weightsapplied to them especially when

Design/Controls

We performed end to end process walkthroughs to identify the key systems, applications and controls used in the ECL processes. We tested the relevant manual (including spreadsheet controls), general IT and application controls over key systems used in the ECL process.

Key aspects of our controls testing involved the following:

- Testing the design and operatingeffectiveness of the key controls over thecompleteness and accuracy of the keyinputs, data and assumptions into the IndAS 109 impairment models.

- Testing the ‘Governance Framework’controls over validation, implementationand model monitoring in line with the RBIguidance.

- Testing the design and operatingeffectiveness of the key controls over theapplication of the staging criteria.

- Testing key controls relating to selectionand implementation of material macro-economic variables and the controls overthe scenario selection and application ofprobability weights.

- Testing management’s controls overauthorisation of management overlays, ifany.

- Testing management’s controls oncompliance with Ind AS 109 disclosuresrelated to ECL.

- Testing key controls operating over theinformation technology in relation to loanmanagement systems, including system

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

3

considering the current uncertain economic environment arising from COVID-19.

· .The effect of these matters is that, as partof our risk assessment, we determined thatthe impairment of loans and advances tocustomers, including off balance sheetelements, has a high degree of estimationuncertainty, with a potential range ofreasonable outcomes greater than ourmateriality for the financial statements asa whole, and possibly many times thatamount.

Disclosures

The disclosures regarding the Company’s application of Ind AS 109 are key to explaining the key judgements and material inputs to the Ind AS 109 ECL results. Further, disclosures to be provided as per RBI circulars with regards to non-performing assets and provisions will also be an area of focus

access and system change management, program development and computer operations.

Involvement of specialists - we involved financial risk modelling specialists for the following:

- Evaluating the appropriateness of theCompany’s Ind AS 109 impairmentmethodologies and reasonableness ofassumptions used (including managementoverlays).

- The reasonableness of the Company’sconsiderations of the impact of the currenteconomic environment due to COVID-19on the ECL determination.

Test of details

Key aspects of our testing included:

- Sample testing over key inputs, data andassumptions impacting ECL calculationsto assess the completeness, accuracy andrelevance of data and reasonableness ofeconomic forecasts, weights, and modelassumptions applied.

- Model calculations testing through re-performance, where possible.

Assessing disclosures - We assessed whether the disclosures appropriately disclose and address the uncertainty which exists when determining the ECL. In addition, we assessed whether the disclosure of the key judgements and assumptions made was sufficiently clear.

Key audit matter Information Technology

IT systems and controls

How the matter was addressed in our audit

The Company's key financial accounting and reporting processes are dependent on the automated controls in information systems, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records being materially misstated. The Company uses Oracle IT

We involved our IT Specialist to: - Understand General IT Control (GITC)

i.e. Access Controls, Program/ SystemChange, Program Development,Computer Operations (i.e. Job Processing,Data/System Backup IncidentManagement) over key financial

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

4

application for managing its loan transactions and also for overall financial reporting.

Further, the prevailing COVID-19 situation, has caused the required IT applications to be made accessible on a remote basis. We have identified 'IT systems and Controls' as key audit matter because of the level of automation of the IT architecture and the risks associated with remote access of key applications at the year end.

accounting and reporting systems, and supporting control systems (referred to as in-scope systems);

- Test the General IT Controls for design and operating effectiveness for the audit period over the in-scope systems;

- Understand IT application controls covering:o user access and roles, segregation of duties; ando reports, reconciliations and system processing.

- Test the IT application controls for design and operating effectiveness for the audit period;

- Test the controls to determine whether these controls remained unchanged during the audit period or were changed following the standard change management process;

- Understand IT infrastructure i.e. operating systems and databases supporting the in-scope systems;

- Test the controls over the IT infrastructure covering user access (including privilege users), data center and system change (e.g. patches).

Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

5

Management's and Board of Directors’ Responsibility for the Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related 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 also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements 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 financial statements.

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 financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures in the financial statements made by the Management and Board of Directors.

· Conclude on the appropriateness of the Management and Board of Directors’ use of the going concernbasis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

6

to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. 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 financial statements 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 financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on thematters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

c) The balance sheet, the statement of profit and loss (including other comprehensive income), thestatement of changes in equity and the statement of cash flows dealt with by this Report are inagreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section133 of the Act.

B S R & Associates LLP

Independent Auditors’ Report - 31 March 2021 (continued)

7

e) On the basis of the written representations received from the directors as on 31 March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements

of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2021 on its

financial position in its financial statements - Refer Note 26.01 to the financial statements; ii. The Company has made provision, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts- Refer Note 11 to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2021.

(C) With respect to the matter to be included in the Auditor’s Report under section 197(16): In our opinion and according to the information and explanations given to us, the provisions of Section 197 read with Schedule V of the Act are not applicable to the Company as it is a ‘private limited company’.

For B S R & Associates LLP Chartered Accountants Firm's Registration No. 116231W/W-100024 Anant Marwah

Partner Place: New Delhi Date: 05 May 2021

Membership No. 510549 UDIN: 21510549AAAADG5210

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:34:53 +05'30'

John Deere Financial India Private Limited Independent Auditors’ Report - 31 March 2021 (continued)

Annexure A to the Independent Auditor’s Report on the Financial Statements

With reference to the Annexure A referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31 March 2021 of even date, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of the fixed assets.

(b) According to the information and explanations given to us, the Company has a regular programof physical verification of its fixed assets by which all fixed assets are verified in a phased mannerover a period of two years. In our opinion, the periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. As explained to us, no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us, and on the basis of our examinationof the records of the Company, the Company does not hold any immovable properties in the nameof the Company. Accordingly, paragraph 3(i)(c) of the Order is not applicable to the Company.

ii. The Company is a non-banking financial company engaged in lending activities. Accordingly, itdoes not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to theCompany.

iii. According to the information and explanations given to us, the Company has not granted any loans,secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered inthe register maintained under section 189 of the Act. Accordingly, paragraphs 3(iii) of the Order arenot applicable to the Company.

iv. In our opinion and according to the information and explanation given to us, the Company has notadvanced any loans, given any guarantee or provided any security in connection with loans to anyof its directors or to any person in whom the director is interested. Thus, provisions of section 185are not applicable to the Company. Pursuant to provisions of sub section 11 of section 186 of theAct, the Company is exempted from provisions of section 186 of the Act, with respect to the loansgiven.

v. According to the information and explanations given to us, the Company has not accepted anydeposits from the public to which the directives issued by the Reserve Bank of India and theprovisions of section 73 to section 76 or any other relevant provisions of the Act and the rules framed there under apply.

vi. The Central Government has not prescribed the maintenance of cost records for any of the servicesprovided by the Company under section 148(1) of the Act. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examinationof the records of the Company, amounts deducted / accrued in the books of account in respect ofundisputed statutory dues including Provident Fund, Income Tax, Goods and Services Tax and othermaterial statutory dues have generally been regularly deposited during the year by the Company. Asexplained to us, the Company did not have any dues on account of Employees’ State Insurance andCess, Duty of Customs and Duty of Excise.

John Deere Financial India Private Limited Independent Auditors’ Report - 31 March 2021 (continued)

Annexure A to the Independent Auditor’s Report on the Financial Statements (continued)

6

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Goods and Services Tax and other material statutory dues were in arrears as at 31 March 2021 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax,Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Goods and Service Tax and Value AddedTax which have not been deposited by the Company with appropriate authorities on account of anydisputes except for dues of service tax as disclosed below:

Name of statute

Nature of the dues

Amount demanded (INR)

Period to which the amount relates

Forum where the dispute is pending

Amount paid under protest

Finance Act, 1994

Service tax on late interest and non - sufficient funding charges

4,257,423 2016-2017 Assistant Commissioner, Central GST, Pune

-

Central Goods and Services Tax (CGST) Act 2017

Rejection of GST refund of Oct 2018 to Jan 2019

1,159,621 Oct 18 to Jan 19

Joint Commissioner, SGST, Pune

INR 69,578

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks or debenture holders. The Company did not have any outstanding loans or borrowings from Government during the year.

ix. In our opinion and according to the information and explanation given to us, the Company has utilized the money raised by way of term loans and non-convertible debentures during the year for the purpose for which they were raised. The Company has not raised money by way of initial public offer or further public offer during the year.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the provision of managerial remuneration of section 197 read with Schedule V to the Act are not applicable on the Company, hence paragraph 3(xi) of the order is not applicable to the Company.

xii. In our opinion and according to information and explanations given to us, the Company is not a Nidhi Company as per the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

John Deere Financial India Private Limited Independent Auditors’ Report - 31 March 2021 (continued) Annexure A to the Independent Auditor’s Report on the Financial Statements (continued)

7

xiii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, all the transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details of such transactions have been disclosed in the financial statements, as required by the applicable Indian Accounting Standard.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provision of clause 3(xiv) of the Order is not applicable

xv. According to information and explanations given to us and based on our examination of the records

of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Thus, paragraph 3(xv) of the Order is not applicable to the Company.

xvi. The Company is required to be registered under section 45-IA of the Reserve Bank of India Act,

1934 and it has obtained certificate of registration dated September 6, 2012.

For B S R & Associates LLP Chartered Accountants Firm's Registration No. 116231W/W-100024

Anant Marwah Partner

Place: New Delhi Date: 05 May 2021

Membership No. 510549 UDIN: 21510549AAAADG5210

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:35:28 +05'30'

B S R & Associates LLP

1

Annexure B to the Independent Auditor’s Report on the Financial Statements of John Deere Financial India Private Limited for the period ended 31 March 2021 Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 Referred to in paragraph 2A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date Opinion We have audited the internal financial controls with reference to financial statements of John Deere Financial India Private Limited (“the Company”) as of 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”). Management’s Responsibility for Internal Financial Controls The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”). Auditor’s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures

B S R & Associates LLP Auditor’s Responsibility (continued) selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements. Meaning of Internal Financial controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Associates LLP Chartered Accountants Firm's Registration No. 116231W/W-100024 Anant Marwah

Partner Place: New Delhi Date: 05 May 2021

Membership No. 510549 UDIN: 21510549AAAADG5210

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:35:56 +05'30'

Rs. In Lakhs

Note No. As at March 31, 2021 As at March 31, 2020

A

1

(a) Cash and cash equivalents 4 6,493.73 8,024.42

(b) Bank balance other than (a) above 5 0.62 0.59

(c) Receivables- Trade receivables 6 518.62 266.44

(d) Loans 7 333,712.45 233,045.48

(e) Other financial assets 8 70.08 66.62

Total financial assets 340,795.50 241,403.55

2

(a) Current tax asset (net) 391.40 415.16

(b) Deferred tax assets (net) 26.11 3,947.47 2,111.36

(c) Property, plant and equipment 9 (a) 302.84 186.20

(d) Capital work-in-progress 0.13 36.72

(e) Right of use assets 9 (c) 232.59 260.05

(f) Other intangible assets 9 (b) 24.86 -

(g) Other non financial assets 10 719.77 711.12

Total non-financial assets 5,619.06 3,720.61

346,414.56 245,124.16

B Liabilities

1 Financial liabilities

(a) Derivative financial Instruments 11 1,300.89 154.45

(b) Payables 12

Trade payables

-total outstanding dues of micro enterprises and small enterprises

0.10 0.01

-total outstanding dues of creditors other than micro enterprises and small enterprises

5,250.52 1,143.59

(c) Debt securities 13 122,996.80 109,119.70

(d) Borrowings (Other than debt securities) 14 143,575.42 85,507.90

(e) Lease liabilities 254.85 270.98

(f) Other financial liabilities 15 710.08 467.28

Total financial liabilities 274,088.66 196,663.91

2 Non-financial liabilities

(a) Provisions 16 572.87 554.11

(b) Other Non financial liabilities 17 242.19 98.95

Total non financial liabilities 815.06 653.06

3 EQUITY(a) Equity share capital 18 53,590.00 39,390.00

(b) Other equity 19 17,920.84 8,417.19

Total equity 71,510.84 47,807.19

Total liabilities and equity 346,414.56 245,124.16

2

1- 26

For B S R & Associates LLP For and on behalf of the Board of Directors

Chartered Accountants John Deere Financial India Private Limited

Firm Reg. No. 116231W/W-100024 CIN: U65923PN2011PTC141149

Abhay Dhokte Ajit Jain

Managing Director Director

(DIN 08481252) (DIN 07021106 )

Vaishnavi Suratwala Girish Sivaramakrishnan

Partner Company Secretary Chief Financial Officer

Membership No. 510549

Place : New Delhi Place : Pune Place : Pune

Date : 05 May 2021 Date : 05 May 2021 Date : 05 May 2021

John Deere Financial India Private Limited

Particulars

ASSETS

Anant Marwah

Significant accounting policies

Notes to the financial statements

As per our report of even date attached

Balance Sheet as at March 31, 2021

Financial Assets

Total assets

Non-financial Assets

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 15:59:54 +05'30'

VAISHNAVI BHUPENDRA SURATWALA

Digitally signed by VAISHNAVI BHUPENDRA SURATWALA Date: 2021.05.05 16:13:37 +05'30'

AJIT PRAKASH JAIN

Digitally signed by AJIT PRAKASH JAIN Date: 2021.05.05 16:35:05 +05'30'

Digitally signed by GIRISHSIVARAMAKRISHNAN

DN: cn=GIRISH SIVARAMAKRISHNAN,c=IN, o=Personal,

email=sivaramakrishnangirish@gmail.comDate: 2021.05.05 16:49:47 +05'30'

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:36:36 +05'30'

Rs. In Lakhs

Note No.For the year ended

31 March 2021For the year ended

31 March 2020

I Revenue from operations

(a) Interest income 20 44,246.27 32,069.00

(b) Other operating income 20 326.52 208.97

Total revenue from operations 44,572.79 32,277.97

II Other income 21 1,041.26 816.22

III Total Income (I+II) 45,614.05 33,094.19

IV Expenses

(a) Finance cost 22 16,850.05 14,397.14

(b) Net loss on fair value changes on financial instruments at FVTPL 26.15 1,163.18 154.45

(c) Impairment on financial instruments 23 6,165.66 3,923.99

(d) Employee benefits expense 24 4,670.36 4,196.06

(e) Depreciation and amortization expense 9 243.04 205.12

(f) Other expenses 25 6,875.59 6,827.46

V Total expenses 35,967.88 29,704.22

VI Profit before tax (III - V) 9,646.17 3,389.97

VII Tax expense:

Current tax 26.11 4,079.24 1,641.00

Deferred tax 26.11 (1,836.10) (784.25)

VIII Net profit after tax for the period (VI - VII) 7,403.03 2,533.22

IX Other comprehensive income(A) Items that will not be reclassified to profit or loss

(i) Remeasurement of Defined benefit liability/(asset) 26.04 55.62 6.32

(ii)Income tax rela ng to items that will not be reclassified to profit or loss 26.11 (14.00) (1.59)Total Other Comprehensive Income/(Loss) 41.62 4.73

X Total Comprehensive Income (VIII + IX) 7,444.65 2,537.95

XI Earnings per equity share (face value of Rs.10 each)

Basic and Diluted (face value of Rs.10 each) 26.08 1.64 0.73

Significant accounting policies 2

Notes to the financial statements 1- 26

As per our report of even date attached

For B S R & Associates LLP For and on behalf of the Board of Directors

Chartered Accountants John Deere Financial India Private Limited

Firm Reg. No. 116231W/W-100024 CIN: U65923PN2011PTC141149

Abhay Dhokte Ajit Jain

Managing Director Director(DIN 08481252) (DIN 07021106 )

Anant Marwah Vaishnavi Suratwala Girish Sivaramakrishnan

Partner Company Secretary Chief Financial Officer

Membership No. 510549

Place : New Delhi Place : Pune Place : Pune

Date : 05 May 2021 Date : 05 May 2021 Date : 05 May 2021

Statement of Profit and Loss for the year ended March 31, 2021

John Deere Financial India Private Limited

Particulars

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:01:25 +05'30'

VAISHNAVI BHUPENDRA SURATWALA

Digitally signed by VAISHNAVI BHUPENDRA SURATWALA Date: 2021.05.05 16:15:12 +05'30'

AJIT PRAKASH JAIN

Digitally signed by AJIT PRAKASH JAIN Date: 2021.05.05 16:36:18 +05'30'

Digitally signed by GIRISHSIVARAMAKRISHNAN

DN: cn=GIRISH SIVARAMAKRISHNAN,c=IN, o=Personal,

email=sivaramakrishnangirish@gmail.comDate: 2021.05.05 16:54:51 +05'30'

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:37:53 +05'30'

Rs. in Lakhs

For the year ended31 March 2021

For the year ended31 March 2020

I. Operating ActivitiesProfit before tax 9,646.17 3,389.97 Adjustments for:

Depreciation and amortization 243.04 205.13Interest Income on loans (44,246.27) (32,069.00)Interest Income on fixed deposits (35.01) (41.72)Finance cost 16,850.04 14,422.47Insurance claim received (0.17) (1.89)(Profit) / loss on sale of assets 0.16 1.13Unrealized forex gain on borrowings (320.45) -Unrealized forex loss on borrowings - 65.60Unrealized forex loss on trade payables - 16.60Unrealized forex loss on derivative instrument 1,146.44 154.45

Impairment on financial instruments 6,165.66 3,923.99(10,550.39) (9,933.27)

Cash inflow from interest on loans 41,087.91 30,671.06 Cash outflow towards finance cost (14,568.00) (14,199.06)

15,969.52 6,538.73

Working capital changesAdjustments for :

(Increase) / Decrease in Loans (97,508.60) (64,038.31)(Increase) / Decrease in Other Financial Assets (3.46) (28.79)(Increase) / Decrease in Non-Financial Assets (8.65) (363.57)(Increase) / Decrease in Trade Receivables (252.18) (77.15)Increase / (Decrease) in Provision (6,091.27) (3,818.14)Increase / (Decrease) in Trade and Other payables 4,107.02 127.83Increase / (Decrease) in Other Financial Liabilities 242.80 (38.29)Increase / (Decrease) in Other Non- Financial Liabilities 143.24 25.19

(83,401.58) (61,672.50)Taxes paid (4,069.49) (1,827.28)

Net Cash used in Operating activities (A) (87,471.07) (63,499.78)

II. Investing activitiesPurchase of fixed assets and intangible assets (212.39) (166.70)Insurance claim received 0.17 1.89Interest received 34.98 41.75

Net cash used in Investing activities (B) (177.24) (123.06)

III. Financing activitiesProceeds from Issue of share capital 14,200.00 5,000.00Proceeds from Securities premium 2,059.00 165.00Proceeds from Borrowings (other than debt securities) 112,500.00 155,249.85Proceeds from Debt Securities 71,703.14 58,476.13Repayment of Borrowings (other than debt securities) (79,100.00) (124,730.00)Repayment of Debt Securities (60,000.00) (30,000.00)Proceeds from Inter corporate deposits 84,400.00 77,000.00Repayment of Inter corporate deposits (59,500.00) (77,000.00)Repayment of lease liabilities (144.53) (142.76)Net cash generated from Financing activities (C) 86,117.61 64,018.21

Net increase/(decrease) in cash and cash equivalents (A+B+C) (1,530.69) 395.37Cash and cash equivalents at the beginning of the year 8,024.42 7,629.05Cash and cash equivalents at the end of the year* 6,493.73 8,024.42Notes:* Comprises:(a) Remittance in transit (Refer note 4) 67.69 22.18(b) Balances with bank (Refer note 4)

(i) In current accounts 6,426.04 8,002.246,493.73 8,024.42

For B S R & Associates LLP For and on behalf of the Board of DirectorsChartered Accountants John Deere Financial India Private LimitedFirm Reg. No. 116231W/W-100024 CIN: U65923PN2011PTC141149

Abhay Dhokte Ajit JainManaging Director Director

(DIN 08481252) (DIN 07021106 )

Anant Marwah Vaishnavi Suratwala Girish SivaramakrishnanPartner Company Secretary Chief Financial OfficerMembership No. 510549UDINPlace : New Delhi Place : Pune Place : PuneDate : 05 May 2021 Date : 05 May 2021 Date : 05 May 2021

John Deere Financial India Private LimitedCash Flow Statement for the year ended 31st March 2021

Particulars

Cash Generated from Operation before working capital changes

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:02:16 +05'30'

VAISHNAVI BHUPENDRA SURATWALA

Digitally signed by VAISHNAVI BHUPENDRA SURATWALA Date: 2021.05.05 16:16:03 +05'30'

AJIT PRAKASH JAIN

Digitally signed by AJIT PRAKASH JAIN Date: 2021.05.05 16:37:26 +05'30'

Digitally signed by GIRISHSIVARAMAKRISHNAN

DN: cn=GIRISH SIVARAMAKRISHNAN,c=IN, o=Personal,

email=sivaramakrishnangirish@gmail.comDate: 2021.05.05 16:55:28 +05'30'

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:39:09 +05'30'

John Deere Financial India Private LimitedStatement of Changes in Equity for year ended 31 March 2021

a. Equity share capitalRs. in Lakhs

Particulars Rs.Balance at March 31, 2019 34,390Changes in equity share capital during the year 5,000Balance at March 31, 2020 39,390Changes in equity share capital during the year 14,200Balance at March 31, 2021 53,590

b. Other equity Rs. in Lakhs

Items of OCISecuritiesPremium

StatutoryReserveAccount

Retainedearnings

Remeasurementof net definedbenefit plans

Balance at April 01, 2019 - 1,224.95 4,527.16 (37.87) 5,714.24

Profit for the year - - 2,533.22 - 2,533.22Other comprehensive income for the year, netof income tax

- - - 4.734.73

Total comprehensive income for the year - - 2,533.22 4.73 2,537.95

Premium on issue of Equity Shares 165.00 - - - 165.00Transfer to Statutory Reserve - 508.00 (508.00) - -

Balance at March 31, 2020 165.00 1,732.95 6,552.38 (33.14) 8,417.19

Profit for the year - - 7,403.03 - 7,403.03Other comprehensive income for the year, netof income tax - - - 41.62 41.62Total comprehensive income for the year - - 7,403.03 41.62 7,444.65

Premium on issue of Equity Shares 2,059.00 - - - 2,059.00Transfer to Statutory Reserve - 1,488.93 (1,488.93) - -

Balance at March 31, 2021 2,224.00 3,221.88 12,466.48 8.48 17,920.84

For B S R & Associates LLP For and on behalf of the Board of DirectorsChartered Accountants John Deere Financial India Private LimitedFirm Reg. No. 116231W/W-100024 CIN: U65923PN2011PTC141149

Abhay Dhokte Ajit JainManaging Director Director(DIN 08481252) (DIN 07021106 )

Anant Marwah Vaishnavi SuratwalaPartner Company Secretary

Place : New Delhi Place : PuneDate : 05 May 2021 Date : 05 May 2021

Particulars

Reserves and Surplus Total otherequity

Girish SivaramakrishnanChief Financial Officer

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:02:49 +05'30'

VAISHNAVI BHUPENDRA SURATWALA

Digitally signed by VAISHNAVI BHUPENDRA SURATWALA Date: 2021.05.05 16:16:49 +05'30'

AJIT PRAKASH JAIN

Digitally signed by AJIT PRAKASH JAIN Date: 2021.05.05 16:38:27 +05'30'

Digitally signed by GIRISH SIVARAMAKRISHNANDN: cn=GIRISH SIVARAMAKRISHNAN, c=IN,

o=Personal, email=sivaramakrishnangirish@gmail.comDate: 2021.05.05 16:56:06 +05'30'

ANANT MARWAH

Digitally signed by ANANT MARWAH Date: 2021.05.05 19:40:25 +05'30'

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

1. Corporate Information

John Deere Financial India Private Limited (the Company) was incorporated on 21 October 2011.The Company is registered with the Reserve Bank of India (RBI) as a Non-deposit taking Non-Banking Financial Company (‘NBFC’) as defined under section 45-IA of the Reserve Bank of India(RBI) Act, 1934, holding a Certificate of Registration from the Reserve Bank of India (“RBI”) dated6 September, 2012.The principal business of the Company is providing finance for the purchase of farm equipmentmanufactured, sold and traded by John Deere India Private Limited and for the constructionequipment manufactured and sold by Wirtgen India Private Limited.John Deere Financial India Private Limited has become a Systemically Important Non- Deposittaking Non-Banking Financial Company with effect from June 2016, vide Master Direction DNBR.PD. 008/03.10.119/2016-17 dated 01 September 2016 updated as on 17 February 2020 issued bythe Reserve Bank of India (RBI).

The registered office of the Company is located at Tower 14, Magarpatta City, Hadapsar, PuneIndia.

2. Significant Accounting Policies

2.1 Statement of compliance and basis for preparation and presentation of financial statements

The financial statements of the Company have been prepared in accordance with the IndianAccounting Standards as per the Companies (Indian Accounting Standards) Rules 2015 asamended and notified under Section 133 of the Companies Act, 2013 (“the Act”), in conformitywith the accounting principles generally accepted in India and other relevant provisions of the Act.Any application guidance/ clarifications/ directions issued by RBI or other regulators areimplemented as and when they are issued/ applicable.

2.2 Basis for measurement of financial statements:

The financial statements have been prepared on a historical cost basis, except for certain financialassets and liabilities (including derivative financial instruments) that are measured at fair value atthe end of each reporting period.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date, regardless of whetherthat price is directly observable or estimated using another valuation technique. In estimating thefair value of an asset or a liability, the Company takes into account the characteristics of the assetor liability if market participants would take those characteristics into account when pricing theasset or liability at the measurement date.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

2.3 Presentation of financial statements

The Balance Sheet, Statement of Profit and Loss and Statement of changes in Equity are preparedand presented in the format prescribed in the Division III of Schedule III to the Companies Act,2013 (“the Act”) The Statement of Cash Flows has been prepared and presented as per therequirements of Ind AS. Amounts in the financial statements are presented in Indian Rupees inLakh.

2.4 Use of Estimates

The preparation of the financial statements, in conformity with IND AS, requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities(including contingent liability) at the date of the financial statements and the reported amountsof revenues and expenses during the year. Management believes that the estimates used inpreparation of the financial statements are prudent and reasonable. Future results could differdue to these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.Revision to accounting estimates and the difference between actual results are recognized in theperiods in which the estimate is revised, or the results are known/materialize.In particular, information about significant areas of estimation that have most significant effecton amounts recognized in the financial statements are given below:

i. Note 2.5 – Fair value measurementii. Note 2.9 – impairment of financial instruments based on expected credit lossesiii. Note 2.15 - measurement of assets and obligations for defined benefit plansiv. Note 2.19 - recognition of deferred tax assetsv. Note 2.20 – measurement of provision and contingenciesvi. Note 26.01 – Disclosure of contingent liabilities

2.5 Measurement of Fair Values

In addition, for financial reporting purposes, fair value measurements are categorized into Level1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observableand the significance of the inputs to the fair value measurement in its entirety, which aredescribed as follows:

i. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets orliabilities that the entity can access at the measurement date;

ii. Level 2 inputs are inputs, other than quoted prices included within Level 1, that areobservable for the asset or liability, either directly or indirectly; and

iii. Level 3 inputs are unobservable inputs for the asset or liability.

2.6 Revenue Recognition

Interest income is recognized using the effective interest method. The effective interest rate (EIR)is the rate that exactly discounts estimated future cash flows through the expected life of thefinancial instrument to the gross carrying amount of the financial asset. The calculation of the EIRincludes all fees paid or received that are incremental and directly attributable to the acquisitionor issue of a financial asset.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

The interest income is calculated by applying the EIR to the gross carrying amount of non-creditimpaired financial assets (i.e. at the amortized cost of the financial asset before adjusting for anyexpected credit loss allowance). For credit-impaired financial assets the interest income iscalculated by applying the EIR to the amortized cost of the credit-impaired financial assets {i.e. atthe amortized cost of the financial asset after adjusting for any expected credit loss allowance(ECLs). The Company assesses the collectability of the interest on credit impaired assets at eachreporting date. Based on the outcome of such assessment, the Interest income accrued on creditimpaired financial assets are either accounted for as income or written off as per the write offpolicy of the Company.

Management fees income are the charges for the services provided during the year on cost plusmark up as per the service agreement.

2.7 Finance Cost

Finance costs include interest expense computed by applying the effective interest rate onrespective financial instruments measured at Amortized cost. Financial instruments include bankterm loans, non-convertible debentures, commercial papers, exchange differences arising fromforeign currency borrowings to the extent they are regarded as an adjustment to the interest cost.Finance costs are charged to the Statement of profit and loss.

2.8 Leases:

The Company evaluates if an arrangement qualifies to be a lease as per the requirements ofInd AS 116. Identification of a lease requires significant judgment. The Company uses significantjudgement in assessing the lease term (including anticipated renewals) and the applicablediscount rate.

The Company determines the lease term as the non-cancellable period of a lease, togetherwith both periods covered by an option to extend the lease if the Company is reasonablycertain to exercise that option; and periods covered by an option to terminate the lease if theCompany is reasonably certain not to exercise that option.

According to ITFG issued by ICAI, where lease agreement can be extended by lessee only withthe consent of lessor, the lessee does not have the right to use the asset beyond the non-cancellable period. Based on which the Company restricts lease term to Agreement period andcannot extend it further to reasonably certain period for which there is no agreement as ofnow.

A contract is, or contains, a lease if the contract conveys the right to control the use of an identifiedasset for a period in exchange for consideration.

The Company accounts for each lease component within the contract as a lease separately fromnon-lease components of the contract.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Company as a lessee

Operating leases

The Company recognized a right to use asset for all leases. Lease liability measured at the presentvalue of the remaining lease payments. The right-of-use asset is recognized at it carrying amountas if the standard had been applied for remaining period of the lease.,

2.9 Financial Instruments:

Financial assets and financial liabilities are recognized in the Company’s balance sheet onsettlement date when the Company becomes a party to the contractual provisions of theinstrument.

Recognized financial assets and financial liabilities are initially measured at fair value. Transactioncosts and revenues that are directly attributable to the acquisition or issue of financial assets andfinancial liabilities (other than financial assets and financial liabilities at FVTPL) are added to ordeducted from the fair value of the financial assets or financial Liabilities, as appropriate, on initialrecognition. Transaction costs and revenues directly attributable to the acquisition of financialassets or financial liabilities at FVTPL are recognized immediately in the Statement of Profit orLoss.

If the transaction price differs from fair value at initial recognition, the Company will account forsuch difference as follows:

i. If fair value is evidenced by a quoted price in an active market for an identical asset orliability or based on a valuation technique that uses only data from observable markets,then the difference is recognized in profit or loss on initial recognition (i.e. day 1 profit orloss);

ii. In all other cases, the fair value will be adjusted to bring it in line with the transactionprice (i.e. day 1 profit or loss will be deferred by including it in the initial carrying amountof the asset or liability).

After initial recognition, the deferred gain or loss will be released to profit or loss on a rationalbasis, only to the extent that it arises from a change in a factor (including time) that marketparticipants would consider when pricing the asset or liability.Financial assets

Classification

On initial recognition, depending on the Company’s business model for managing the financialassets and its contractual cash flow characteristics, a financial asset is classified as measured at;

i. Amortized cost;ii. Fair value through other comprehensive income (FVTOCI); oriii. Fair value through profit and loss (FVTPL).

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Initial recognition and measurement

Financial asset is recognized on trade date initially at cost of acquisition net of transaction costand income that is attributable to the acquisition of the financial asset. Cost equates the fair valueon acquisition. Financial asset measured at amortized cost and Financial measured at fair valuethrough other comprehensive income is presented at gross carrying value in the Financialstatements.

Assessment of Business model

The company is required to classify financial assets as subsequently measured at amortized cost,fair value through other comprehensive income or fair value through profit or loss on the basis ofboth:

i. The entity’s business model for managing the financial assets andii. The contractual cash flow characteristics of the financial asset.

An assessment of the applicable business model for managing financial assets was carried out forthe classification of a financial asset. The company is primarily in the business of providing retailloans to its end customers. The business model assessment is performed at a higher level ofaggregation rather than on an instrument-by-instrument basis.

A financial asset is measured at amortized cost if both of the following conditions are met:i. business model objective is to hold financial assets in order to collect contractual cash

flows andii. the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest (SPPI) on the principal amount.

As the company is in the business of retail loans the financial asset gives rise on cash flows thatare solely payments of interest and principal. The company’s business model refers to how thecompany manages its financial assets in order to generate cash flows. That is, the business modeldetermines whether cash flows will result from collecting contractual cash flows, selling financialassets or both.

Financial asset at amortized cost

Amortized cost of financial asset is calculated by taking into account any discount or premium onacquisition and fees or costs that are an integral part of the EIR (Effective Interest Rates). For thepurpose of SPPI (Solely payment of Principal and Interest) test, principal is the fair value of thefinancial asset at initial recognition. That principal amount may change over the life of the financialasset (e.g. if there are repayments of principal). Contractual cash flows that do not introduceexposure to risks or volatility in the contractual cash flows on account of changes such as equityprices or commodity prices and are related to a basic lending arrangement, do give rise to SPPI.An originated or an acquired financial asset can be a basic lending arrangement irrespective ofwhether it is a loan in its legal form. The EIR amortization is included in finance income in theprofit and loss statement. The losses arising from impairment are recognized in the profit and lossstatement.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Accordingly, the Company measures bank balances, loans, trade receivables and other financialinstruments at amortized cost.

The ‘amortized cost’ of a financial asset or financial liability is the amount at which the financialasset or financial liability is measured on initial recognition minus the principal repayments, plusor minus the cumulative amortization using the effective interest method of any differencebetween that initial amount and the maturity amount and, for financial assets, adjusted for anyexpected credit loss allowance.

Unamortized transaction cost and incomes and impairment allowance on Financial asset isincluded in the under the head “Loans”. The ‘gross carrying amount of a financial asset’ is theamortized cost of a financial asset before adjusting for any expected credit loss allowance.

Financial asset at fair value through Other Comprehensive Income (FVTOCI)

After initial measurement, basis assessment of the business model as "Contractual cash flows ofAsset collected through hold and sell model and SPPI", such financial assets are classified to bemeasured at FVOCI. Contractual cash flows that do introduce exposure to risks or volatility in thecontractual cash flows due to changes such as equity prices or commodity prices and areunrelated to a basic lending arrangement, do not give rise to SPPI.

The EIR amortization is included in finance income in the profit and loss statement. The lossesarising from impairment are recognized in the profit and loss statement. The carrying value of thefinancial asset is fair valued by discounting the contractual cash flows over contractual tenurebasis the internal rate of return of a new similar asset originated in the month of reporting andsuch unrealized gain/loss is recorded in other comprehensive income (OCI). Where such a similarproduct is not originated in the month of reporting, the closest product origination is used as aproxy. Upon sale of the financial asset, actual the gain/loss realized is recorded in the profit andloss statement and the unrealized/gain losses recorded in OCI are recycled to the statement ofprofit and loss.

Financial asset at fair value through profit and loss (FVTPL)

Financial asset, which does not meet the criteria for categorization at amortized cost or FVOCI, isclassified as at FVTPL. In addition, the Company may elect to classify a financial asset, whichotherwise meets amortized cost or FVOCI criteria, as FVTPL. However, such election is allowedonly if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as‘accounting mismatch’). Financial assets included within the FVTPL category are measured at fairvalue with all changes recognized in the statement of profit and loss.

Reclassifications within classes of financial assets

A change in the business model would lead to a prospective re-classification of the financial assetand accordingly the measurement principles applicable to the new classification will be applied.During the current financial year and previous accounting period there was no change in thebusiness model under which the Company holds financial assets and therefore no reclassificationswere made.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Impairment of Financial Asset

Impairment Approach

In accordance with Ind AS 109, an entity shall recognize a loss allowance for expected credit losseson a financial asset that is measured for a contract asset or a loan commitment and a financialguarantee contract to which the impairment requirements apply.

An entity shall measure the loss allowance for a financial instrument at an amount equal to thelifetime expected credit losses if the credit risk on that financial instrument has increasedsignificantly since initial recognition.

Where the credit risk has not increased significantly, the company shall measure the lossallowance equal to 12- month expected credit losses.

Adoption of ECL

John Deere Financial has adopted expected credit losses on its portfolio based on the forward-looking information and historical data for all its financial assets.

The measurement of ECL is calculated using three main components:i. Probability of default (PD)ii. Loss given default (LGD) andiii. Exposure at default (EAD).

The stage defined by the company are as given belowi. Stage 1: 0-29 daysii. Stage 2: 30-89 daysiii. Stage 3: 90 days and above

The measurement of all expected credit losses for financial assets held at the reporting date basedon historical experience, current conditions and reasonable and supportable forecasts. Themeasurement of ECL involves increased complexity and judgement, including estimation of PDs,LGD, a range of unbiased future economic scenarios, estimation of expected lives, and estimationof EAD and assessing significant increases in credit risk.

Assessment of significant increase in credit risk:

The credit risk on a financial asset of the Company are assumed to have increased significantlysince initial recognition when contractual payments are more than 30 days past due. Accordingly,the financial assets shall be classified as Stage 2, based on the quantitative as well as qualitativefactors. This analysis includes the identification and calibration of relationships between changesin default rates and changes in key macro-economic factors.

Key macro-economic indicators include industry specific macro economic factors that woulddetermine or have a better correlation to the default rate.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Techniques for determining LGD:

LGD is the magnitude of the likely loss if there is a default. The Company estimates LGDparameters based on the history of recovery rates against defaulted counterparties. The LGDmodels consider the cash flow received, assets received in lieu of settlement of loan and collateralavailable for subsequent recovery that is integral to the financial asset.

As Company has observed challenges in the resolution of defaulted accounts with aging morethan one year and accordingly a higher LGD estimate is applied.

The Company has in recently entered into the business of financing of Road Constructionequipment’s and hence there is limited historical data available to determine the quality ofportfolio. Currently proxy LGD of Agricultural equipment is used.

Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability isclassified as at FVTPL if it is classified as held-for trading or it is a derivative or it is designated assuch on initial recognition. Other financial liabilities are subsequently measured at amortized costusing the effective interest method. Interest expense and foreign exchange gains and losses arerecognized in Statement of profit and loss. Any gain or loss on derecognition is also recognized inStatement of profit and loss.

Derecognition

The Company derecognizes a financial asset when the contractual rights to the cash flows fromthe financial asset expire, or it transfers the rights to receive the contractual cash flows in atransaction in which substantially all of the risks and rewards of ownership of the financial assetare transferred or in which the Company neither transfers nor retains substantially all of the risksand rewards of ownership and does not retain control of the financial asset. If the Company entersinto transactions whereby it transfers assets recognized on its balance sheet but retains either allor substantially all of the risks and rewards of the transferred assets, the transferred assets arenot derecognized.

A financial liability is derecognized when the obligation in respect of the liability is discharged,cancelled or expires. The difference between the carrying value of the financial liability and theconsideration paid is recognized in Statement of profit and loss.

2.10 Derivative financial instruments

The Company enters into derivative financial instruments, primarily foreign exchange forwardcontracts, to manage its borrowing exposure to foreign exchange. Derivatives are initiallyrecognized at fair value at the date the contracts are entered into and are subsequentlyremeasured to their fair value at the end of each reporting period. The resulting gain/loss isrecognized in Statement of profit and loss.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

2.11 Repossessed assets

In the normal course of business, the Company repossess assets in its loan portfolio to settleoutstanding debt and does not change ownership title. Any surplus funds are returned to thecustomers/ obligors. As a result of this practice, the assets / properties under legal repossessionprocesses are not separately recorded on the balance sheet.

2.12 Write offs

The gross carrying amount of a financial asset is written off when there is no realistic prospect offurther recovery. This is generally the case when the Company determines that the debtor/borrower does not have assets or sources of income that could generate sufficient cash flows torepay the amounts subject to the write-off. However, financial assets that are written off could stillbe subject to enforcement activities under the Company’s recovery procedures, taking into accountlegal advice where appropriate. Any recoveries made are recognized in Statement of profit and loss

2.13 Property, plant and equipment and Other intangible assets:

Property, plant and equipment

Tangible

Property, plant and equipment are stated at cost of acquisition less accumulateddepreciation/amortization less accumulated impairment, if any. The cost of fixed assetscomprises its purchase price net of any trade discounts and rebates, any import duties and othertaxes (other than those subsequently recoverable from the tax authorities), any directlyattributable expenditure on making the asset ready for its intended use, and interest onborrowings attributable to acquisition of qualifying fixed assets up to the date the asset is readyfor its intended use.

Capital Work-in-progress:

Capital work-in-progress for production, supply of administrative purposes is carried at cost lessaccumulated impairment loss, if any, until construction and installation are complete, and theasset is ready for its intended use.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Depreciation and Amortization:

Depreciation is recognized (other than on capital work-in-progress) on a straight-line basis overthe estimated useful lives of assets. Depreciation on assets acquired/ purchased, sold/discardedduring the year is provided on a pro-rata basis from the date of each addition till the date ofsale/retirement. The estimated useful lives of assets are stated below:

*Estimated useful life of assets consistent with the useful life specified in the Schedule IIof the Companies Act, 2013.

Fixed assets individually costing Rs. 10,000 or less depreciated fully in the year of acquisitionexcept tablets.

The economic useful lives of assets are assessed based on a technical evaluation, taking intoaccount the nature of assets, the estimated usage of assets, the operating conditions of the assets,past history of replacement, anticipated technological changes, maintenance history, etc. Theestimated useful life is reviewed at the end of each reporting period, with effect of any change inestimate being accounted for on a prospective basis.

Where the cost of part of the asset is significant to the total cost of the assets and the useful lifeof that part is different from the useful of the remaining asset, useful life of that significant partis determined separately. Depreciation of such significant part, if any, is based on the useful lifeof that part.

Impairment of fixed assets

At the end of each year, the management reviews the carrying values of assets to determinewhether there is any indication that those assets have suffered impairment loss. If any suchindication exists, the recoverable amount of the asset is estimated to determine the extent, if any,of the impairment loss. Where it is not possible to estimate the recoverable amount of individualasset, the management estimates the recoverable amount of the cash generating unit to whichthe asset belongs. Intangible assets are also tested for impairment every financial year even ifthere is no indication that the asset is impaired.

If the recoverable amount of an asset of cash generating unit is estimated to be less than thecarrying amount, the carrying amount of the asset or the cash generating unit is reduced to itsrecoverable amount. An impairment loss is recognized immediately in the Statement of Profitand Loss.

When an impairment loss subsequently reverses, the carrying amount of the asset of cashgenerating unit is increased to the revised estimate of a recoverable amount, not exceeding the

Particulars Useful Life(in years)

Furniture and Fixtures 8Computer and Networking Equipment 3 – 5Software 3

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

carrying amount that would have been determined had no impairment loss been recognized forthe asset or cash generating unit in prior years. A reversal of impairment loss is recognizedimmediately in the Statement of Profit and Loss.

Derecognition of assets

An item of property, plant and equipment is derecognized upon disposal or when no futureeconomic benefits are expected to arise from the continued use of the asset. Any gain or lossarising on the disposal or retirement of an item of property, plant and equipment, determined asthe difference between the sales proceeds and the carrying amount of the asset, is recognized inthe Statement of Profit or Loss.

Intangible assets:

Intangible assets with finite useful lives that are acquired separately are carried at cost lessaccumulated amortization. Amortization is recognized on a straight-line basis over theirestimated useful lives of 3 years, which reflects the pattern in which the asset’s economicbenefits are consumed. The estimated useful life, the amortization method and theamortization period is reviewed at the end of each reporting period, with effect of anychange in estimate being accounted for on a prospective basis.

An intangible asset is derecognized on disposal or when no future economic benefits areexpected from use or disposal. Gains or losses arising from de-recognition of an intangibleasset, measured as the difference between the net disposal proceeds and the carryingamount of the asset, and are recognized in the statement of profit and loss when the assetis derecognized.

2.14 Cash and cash equivalents:

Cash and cash equivalents comprise cash in hand and unencumbered, highly liquid bank andother balances (with original maturity of three months or less) that are readily convertible intoknown amounts of cash and which are subject to insignificant risk of changes in value

2.15 Employee Benefits:

Short-term Employee Benefits:

A liability is recognized for benefits accruing to employees in respect of wages and salaries inthe period in which the related service is rendered at the undiscounted amount of the benefitthat is expected to be paid in exchange for that service.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

Other long-term employee benefits

The liability for earned leave is not expected to be settled wholly within twelve months afterthe end of the period in which the employees render the related services. They are thereforemeasured as the present value of expected future payments to be made in respect of servicesprovided by employees up to the end of the reporting period using the projected unit creditmethod with actuarial valuations being carried out at each Balance Sheet date. The benefitsare discounted using the market yields at the end of the reporting period that have termsapproximating to the terms of the related obligation. Re-measurements as a result ofexperience adjustments and changes in actuarial assumptions are recognized in Statement ofprofit and loss.

Share based payment transactions

Cash settled share based payments: The fair value of the amount payable to employees inrespect of Stock Options and Stock Appreciation Rights (SARS) which are settled in cash, isrecognized as an expense with a corresponding increase in liabilities, over the period that theemployees unconditionally become entitled to the payment. The liability is re-measured ateach reporting date and at settlement date based on the fair value of the stock. Any changesin the fair value of the liability are recognized in the Statement of Profit and Loss.

Equity settled share-based payments: The shares (net of tax) are credited into the brokerageaccount of the respective employee. The liability of the equity-settled share-based paymentsis expensed on a straight-line basis over the vesting period.

Post-employment benefits

i. Defined contribution plans

Payments to defined contribution retirement benefit plans are recognized as an expense whenthe employees have rendered the service entitling them to the contribution.

Provident fund: The employees of the Company are entitled to receive benefits in respect ofprovident fund, a defined contribution plan, in which both employees and the Company makemonthly contributions at a specified percentage of the covered employees’ salary. Thecontributions as specified under the law are made to the provident fund and pension fundadministered by the Regional Provident Fund Commissioner. The Company recognizes suchcontributions as an expense when incurred.

ii. Defined benefit plans

For defined benefit retirement plans, the cost of providing benefits is determined using theprojected unit credit method, with actuarial valuations being carried out at the end of eachannual reporting period. Re-measurements, comprising actuarial gains and losses, the effectof changes to asset ceiling (if applicable) and the return on plan assets (excluding net interest),is recognized in other comprehensive income in the period in which they occur. Re-measurements recognized in other comprehensive income is reflected immediately in retained

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

earnings and is not reclassified to Statement of profit and loss. Past service cost is recognizedin the Statement of Profit and Loss in the period of plan amendment.

Defined benefit costs comprising service cost (including current and past service cost and gainsand losses on curtailments and settlements) and net interest expense or income is recognizedin Statement of profit and loss.

The defined benefit obligation recognized in the Balance Sheet represents the actual deficit orsurplus in the Company's defined benefit plans. Any surplus resulting from this calculation islimited to the present value of any economic benefits available in the form of refunds from theplans or reductions in future contributions to the plans.

Gratuity:

The Company has an obligation towards gratuity, a defined benefit retirement plan coveringeligible employees. The plan provides for a lump sum payment to vested employees atretirement, death while in employment or on termination of employment of an amountequivalent to 15/26 days salary payable for each completed year of service. Vesting occursupon completion of five years of service. The Company makes annual contributions to gratuityfund established as trust. The Company accounts for the liability for gratuity benefits payablein future based on an independent actuarial valuation carried out at each Balance Sheet dateusing the projected unit credit method.

2.16 Foreign currencies transactions:

Transactions in currencies other than the Company's functional currency are recognized at theexchange rate prevailing on the date of transaction. Monetary assets and liabilitiesdenominated in foreign currencies are translated into the functional currency at the closingexchange rate prevailing as at the reporting date. Non-monetary assets and liabilitiesdenominated in a foreign currency are translated using the exchange rate prevailing at the dateof initial recognition (in case measured at historical cost) or at the rate prevailing at the datewhen the fair value is determined (in case measured at fair value). Foreign exchangedifferences are recognized in Statement of profit and loss in the period in which they ariseexcept for exchange difference on foreign currency borrowings relating to assets underconstruction for future productive use, which are included in the cost of those assets whenthey are regarded as an adjustment to interest cost on those foreign currency borrowings.

2.17 Operating Segments

The primary business of the company is financing of retail loans to end customers for purchaseof equipment financed by its parent company. This forms the major part of the income andbusiness performed by the company. The Company also provides services to its overseas units;however, it is not of significant value.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

2.18 Earnings per share:

The Company reports basic and diluted earnings per share (EPS) in accordance with Ind AS 36"Earnings per Share". Basic EPS is computed by dividing the net profit and loss attributable toordinary equity holders of the parent entity by the weighted average number of equity sharesoutstanding during the period. Diluted EPS is computed by dividing the net profit and lossattributable to ordinary equity holders of the parent entity by weighted average number ofequity shares outstanding during the year as adjusted for the effects of all dilutive potentialordinary shares (except where the results are anti-dilutive).

2.19 Taxation:

Income tax expense represents the sum of tax currently payable and deferred tax. TheCompany elected to exercise the option permitted under Section l15BAA on the Income-taxAct, 1961 as introduced by the Taxation Laws (Amendment) Act, 2019 in FY 2019-20.Accordingly, the Company has recognized Provision for Income tax for the year ended March31, 2021 and remeasured its deferred tax assets /liabilities basis the rate prescribed in the saidsection.

Current tax

The tax currently payable is based on the taxable profit for the year. Taxable profit differs fromprofit before tax as reported in the statement of Statement of profit and loss because of itemsof income or expense that are taxable or deductible in other years and items that are nevertaxable or deductible. The current tax is calculated using the tax rates that have been enactedor substantially enacted by the end of the reporting period.

Advance taxes and provisions for current income taxes are presented in the Balance Sheetafter offsetting advance tax paid and income tax provision arising in the same tax jurisdictionand where the relevant tax paying units intends to settle the asset and liability on net basis.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assetsand liabilities in the standalone financial statements and the corresponding tax bases used inthe computation of taxable profits. Deferred tax liabilities are generally recognized for alltaxable temporary differences. Deferred tax assets are generally recognized for all deductibletemporary differences to the extent that it is probable that taxable profits will be availableagainst which those deductible temporary differences can be utilized. Such deferred tax assetsand liabilities are not recognized if the temporary difference arises from the initial recognition(other than in a business combination) of assets and liabilities in a transaction that affectsneither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are notrecognized if the temporary difference arises from the initial recognition of goodwill.

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

The carrying amount of deferred tax asset is reviewed at the end of each reporting period andreduced to the extent that it is no longer probable that sufficient taxable profits will beavailable to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply inthe period in which the liability is settled or the asset is realized, based on tax taxes (and taxlaws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences thatwould follow from the manner in which the Company expects, at the end of the reportingperiod, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by thesame taxation authority and the relevant entity intends to settle its current tax assets andliabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognized in the Statement of Profit and Loss, except when theyrelate to items that are recognized in other comprehensive income or directly in equity, inwhich case, the current and deferred tax are also recognized in other comprehensive incomeor directly in equity respectively.

2.20 Provisions and Contingent liabilities:

Provisions are recognized when the Company has a present obligation (legal or constructive)as a result of past event, it is probable that the Company will be required to settle theobligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as provision is the best estimate of the consideration required to settlethe present obligation at the end of the reporting period, taking into account the risks anduncertainties surrounding the obligation. When a provision is measured using the cash flowsestimated to settle the present obligation, it’s carrying amount is the present value of thosecash flows (when the effect of time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to berecovered from a third party, a receivable is recognized as an asset it is virtually certain thatreimbursement will be received, and the amount of the receivable can be measured reliably.

If the effect of the time value of money is material, provisions are discounted using a currentpre-tax rate that reflects, when appropriate, the risks specific to the liability. When discountingis used, the increase in the provision due to the passage of time is recognized as a finance cost.

A disclosure for a contingent liability is made where there is a possible obligation that arisesfrom past events and the existence of which will be confirmed only by the occurrence or non-

John Deere Financial India Private LimitedNotes forming part of the Financial Statements

occurrence of one or more uncertain future events not wholly within the control of theCompany or a present obligation that arises from the past events where it is either notprobable that an outflow of resources will be required to settle the obligation or a reliableestimate of the amount cannot be made.

Standards issued but not yet effective:

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existingstandards. There is no such notification which would have been applicable from 01 April 2021.

3. Standards issued but not yet effective:

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existingstandards. There is no such notification, which would have been applicable from 01 April 2021.

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 4: Cash and cash equivalents

Rs. in Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

(a)Balances with banks in current accounts 6,426.04 8,002.24

(b) Remittance in transit 67.69 22.18Total 6,493.73 8,024.42

Note 5: Bank balances other than cash and cash equivalents

Rs. in Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

(a) Deposit with bank for VAT purposes 0.62 0.59

Total 0.62 0.59

Note 6 : Receivables - Trade Receivables

Rs. in Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

Receivables considered good - unsecured 518.62 266.44

Less : Impairment loss allowance - -

Total 518.62 266.44

Note 7: Loans

Rs. in Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

Secured Term Loans at Amortized cost within India

Secured Term Loans to customers by Tangible assets 335,385.63 233,075.95

Interest accrued but not due on loans to customers 8,978.37 5,820.01

Total (Gross) 344,364.00 238,895.96

Less : Impairment loss allowance (Refer Note No.26.09 and26.17)

(10,651.55) (5,850.48)

Total 333,712.45 233,045.48

* There are no loans outside India

Note 8: Other financial assets

Rs. in Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

Security Deposits 70.08 66.62

Total 70.08 66.62

John Deere Financial India Private LimitedNotes forming part of the financial statementsNote 9 (a): Property, plant and equipment

Rs. In LakhsDescription Computers and Networking

EquipmentFurniture and Fittings Total

CostBalance as at April 1, 2019 168.63 21.91 190.54Additions 117.06 14.27 131.33Disposals 3.08 - 3.08Balance as at March 31, 2020 282.61 36.18 318.79

Accumulated depreciationBalance as at April 1, 2019 53.85 3.93 57.78Depreciation for the year 70.29 6.47 76.76Eliminated on disposal of assets 1.95 - 1.95Balance as at March 31, 2020 122.19 10.40 132.59Net carrying amount as on March 31, 2020 160.42 25.78 186.20

Rs. In LakhsDescription Computers and Networking

EquipmentFurniture and Fittings Total

CostBalance as at April 1, 2020 282.61 36.18 318.79Additions 223.45 - 223.45Disposals 6.51 - 6.51Balance as at March 31, 2021 499.55 36.18 535.73

Accumulated depreciationBalance as at April 1, 2020 122.19 10.40 132.59Depreciation for the year 100.06 6.55 106.61Eliminated on disposal of assets 6.31 - 6.31Balance as at March 31, 2021 215.94 16.95 232.89Net carrying amount as on March 31, 2021 283.61 19.23 302.84

Note 9 (b): Intangible assets

Description SoftwareCostBalance as at April 1, 2020 -Additions 25.57Disposals -Balance as at March 31, 2021 25.57

Accumulated depreciationBalance as at April 1, 2020 -Depreciation for the year 0.71Eliminated on disposal of assets -Balance as at March 31, 2021 0.71Net carrying amount as on March 31, 2021 24.86

Note 9 (c): Right of Use Asset Rs. In Lakhs

Description TotalCostBalance as at April 1, 2019 353.34Additions 35.07Disposals -Balance as at March 31, 2020 388.41

Accumulated depreciationBalance as at April 1, 2019 -Depreciation for the year 128.36Balance as at March 31, 2020 128.36Net carrying amount as on March 31, 2020 260.05

Rs. In LakhsDescription Total

CostBalance as at April 1, 2020 388.41Additions 108.25Disposals -Balance as at March 31, 2021 496.66

Accumulated depreciationBalance as at April 1, 2020 128.36Depreciation for the year 135.71Eliminated on disposal of assets -Balance as at March 31, 2021 264.07Net carrying amount as on March 31, 2021 232.59

Note 10: Other non-financial assets-unsecured considered goodRs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020(a)Balances with Government authorities- (i) Goods and Service tax 459.49 351.68(b) Prepaid expenses 75.95 71.41(c) Advance to suppliers 156.68 182.21

(d) Employee advances 22.15 105.81 (e) Prepaid Pension 5.50 -

Total 719.77 711.12

Note:No advances are due from directors or other officers of the company either severally or jointly with any other person. Nor any advances are due from firms or private companies respectively in which anydirector is a partner, a director or a member.

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 11 : Derivative financial Instrument

Rs. In Lakhs

As at March 31, 2021 As at March 31, 2020

1,300.89 154.45

1,300.89 154.45

Note 12:Payables Rs. In Lakhs

As at March 31, 2021 As at March 31, 2020

Trade Payable

0.10 0.01

5,250.52 1,143.59

Total 5,250.62 1,143.60

Note 13 : Debt Securities Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

At amortized cost

Unsecured

(a) Privately placed non-convertible debentures 122,996.80 80,783.49

(b) Commercial papers - 28,336.21

Total (a+b) 122,996.80 109,119.70

Particulars of Privately Placed Unsecured Non-Convertible Debentures ("NCDs")

Description of NCDs Number ofNCDs

Rs. in Lakhs Redemption DateAs at March 31, 2021

5,000 50,000 10-Jan-22

1,000 10,000 1-Jun-23

2,000 20,000 15-Sep-21

1,000 10,000 15-Sep-22

3,000 30,000 20-Jan-23

5,000 50,000 10-Jan-22

3,000 30,000 25-Sep-20

Particulars of Commercial papers outstanding as on March 31, 2020

Description of CPs Number ofCPs

Rs. in Lakhs Redemption Date

Commercial papers 6,000 30,000 29-Jan-21

Particulars

Foreign currency forward Contract not designated in hedge accounting relationship(Refer note no. 26.17C)

Total

Particulars

-total outstanding dues of micro enterprises and small enterprises(Refer note no. 26.10)-total outstanding dues of creditors other than micro enterprises and small enterprises

9.45% Non-Convertible Debentures (Privately Placed)

7.1% Non-Convertible Debentures (Privately Placed)

6.2% Non-Convertible Debentures (Privately Placed)

6.4% Non-Convertible Debentures (Privately Placed)

5.75% Non-Convertible Debentures (Privately Placed)

As at March 31, 2020

9.45% Non Convertible Debentures (Privately Placed)

9.30% Non Convertible Debentures (Privately Placed)

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 14: Borrowings (Other than debt securities) Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

At amortized cost(a) Term loansUnsecured Loans from banks 101,091.56 73,981.29

(b) Loans repayable on demandUnsecured Loans from banks-working Capital Demand Loan 17,537.70 11,526.61

(c) Intercorporate Loan - John Deere India Private Limited 24,946.16 -

Total 143,575.42 85,507.90

Borrowings in India 131,073.97 72,680.24

Borrowings outside India 12,501.45 12,827.66

Total 143,575.42 85,507.90

Term Loan Repayment Rs. in Lakhs

FY-2024-25 FY-2023-24 FY-2022-23 FY-2021-22

Standard Chartered BankTerm loan commencing from 23rd May 2017(Note i & ii)

- - 31,500 4,550

The Bank of Tokyo Mitsubishi UFJ Ltd., IndiaTerm loan commencing from 20th January 2016(Note i)

1,050 3,450 1,000 2,100

HDFC BankTerm loan commencing from 23rd March 2021(Note i)

4,375 2,500 2,375 750

Axis BankTerm loan commencing from 22nd January 2021(Note i)

9,000 6,200 2,400 2,400

Bank of AmericaTerm loan commencing from 24th Sept 2020(Note i)

- 4,650 3,950 6,100

HSBC LoanTerm loan commencing from 4th and 24th March 2020(Note iii)

- - 12,495 -

Total 14,425.00 16,800.00 53,720.00 15,900.00

i) Of the above , term loans of amount Rs. 56,850 lakhs are repayable in quarterly installments

iii) Term loan of amount Rs.12,495 lakhs is repayable in FY 2022-23

iv) Working capital demand loan of Rs.17,500 lakhs is repayable on demand

v) Term Loan of Rs. 101,091.56 lakhs includes Principal amount of Rs. 100,845 lakhs and Interest accrued but not due of Rs. 246.56 lakhs.

vi) Term loan and Working capital loan interest rate ranges from 4.65% to 10.25%, Intercorporate loan interest rate is 5.55%.

Note 15 : Other financial liabilities Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

(a) Accrued employee cost 496.39 365.53

(b) Payable to customers 213.69 101.75

Total 710.08 467.28

Note 16: Provisions Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

(a) Provision for compensated absence 556.01 518.59

(b) Provision for gratuity(Refer note no. 26.04)

16.86 35.52

Total 572.87 554.11

ii) Term loans of amount Rs.31,500 lakhs are repayable in five monthly installments starting from 33rd month to the 37th month from the date ofcommencement.

ParticularsYear of repayment

John Deere Financial India Private Limited

Notes forming part of the financial statements

Note 17 : Other Non financial Liabilities Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

(a) Statutory dues 242.19 98.95

Total 242.19 98.95

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 18 : Equity Share Capital

Rs. In Lakhs

Particulars As at March 31, 2021 As at March 31, 2020

Authorized:800,000,000 Equity shares of Rs. 10 (31 March 2020:800,000,000)

80,000.00 80,000.00

Issued, Subscribed and Fully Paid:535,900,000 Equity shares of Rs. 10 fully paid-up (31 March2020: 393,900,000)

53,590.00 39,390.00

Total 53,590.00 39,390.00

Note

iii. Reconciliation of the number of shares outstanding at the beginning and at the end of the year:

Rs. In Lakhs

Number of Shares Amount

Balance as on March 31, 2019 343,900,000 34,390.00Add: Equity shares issued during the year 50,000,000 5,000.00Balance as on March 31, 2020 393,900,000 39,390.00Balance as on March 31, 2020 393,900,000 39,390.00Add: Equity shares issued during the year 142,000,000 14,200.00

Balance as on March 31, 2021 535,900,000 53,590.00

Particulars No of Equity Shares with Voting rights

As at March 31, 2021

10

535,899,990

As at March 31, 2020

10

393,899,990

i. The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

ii. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of allpreferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

- held by John Deere Luxembourg Investment SARL (Subsidiary of UltimateHolding Company)

- held by John Deere India Private Limited (a wholly owned subsidiary of JohnDeere Asia (Singapore) Pte Limited and the Holding Company)

- held by John Deere Holdings SARL (Subsidiary of Ultimate HoldingCompany)

- held by John Deere India Private Limited (a wholly owned subsidiary of JohnDeere Asia (Singapore) Pte Limited and the Holding Company)

Particulars

iv. Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 18 : Equity Share Capital (continued)

v. Details of shares held by each shareholder holding more than 5% shares:

Number of shares held % holding in that class of shares

535,899,990 100.00

393,899,990 100.00

Note 19: Other Equity

Rs. In Lakhs

(a) Statutory Reserve u/s 45IC of RBI Act, 1934 3,221.88 1,732.95

(b) Retained earnings

Balance at the beginning of the year 6,552.38 4,527.16

Add: Profit for the year 7,403.03 2,533.22

Less: Transfer to Statutory Reserve (1,488.93) (508.00)

Closing balance at the end of the year 12,466.48 6,552.38

(c )Other comprehensive income arising from remeasurementof defined employee benefit plans (net of deferred tax)

8.48 (33.14)

(d) Securities Premium 2,224.00 165.00

Total 17,920.84 8,417.19

Nature and Purpose of Reserves :

Particulars

Securities Premium Account

Statutory Reserve

Retained earnings

Other Comprehensive Income Created on account of items measured through other comprehensive income

Particulars

As at March 31, 2021

As prescribed by section 45-IC of the Reserve Bank of India Act, 1934 every non-bankingfinancial company shall create a reserve fund and transfer therein a sum not less than twentyper cent of its net profit every year as disclosed in the Statement of Profit and Loss and beforeany dividend is declared. No appropriation of any sum from the reserve fund shall be made bythe non-banking financial company except for the purpose as may be specified by the ReserveBank of India

Premium received upon issuance of equity shares

Nature & Purpose of Reserves

Particulars

Retained earnings are the profits that the Company has earned till date.

John Deere India Private Limited (the Holding Company)

As at March 31, 2021 As at March 31, 2020

As at March 31, 2020John Deere India Private Limited (the Holding Company)

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 20: Revenue from operations Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020

Revenue from operations

(i) Interest income 44,246.27 32,069.00(ii) Other operating income 326.52 208.97

Total 44,572.79 32,277.97

Note 21 : Other income Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020

Interest on fixed deposits with bank 35.01 41.72

Management fees income 678.18 769.52

Insurance claim received 0.17 1.89

Miscellaneous Income - 3.09

Foreign exchange Gain (Net) 327.90 -

Total 1,041.26 816.22

Note 22: Finance Cost Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020At amortized cost

(i) Interest on borrowings from banks 5,169.47 5,046.30

(ii) Interest on debt securities 8,582.01 7,674.86

(iii) Inter corporate deposit 1,194.48 391.65

(iv) Discounting charges on commercial paper 1,663.79 1,192.22

(v) Interest expenses on Lease 20.13 25.32

(vi) Other issuance cost 220.17 66.79

Total 16,850.05 14,397.14

Note 23: Impairment on financial instruments Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020

On Financial instruments measured at Amortized Cost (Refer note no. 26.09)

Write off (net of recoveries) 1,364.59 878.59

Allowance for loan losses 4,801.07 3,045.40

Total 6,165.66 3,923.99

Note 24: Employee benefits expense Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020Salaries and wages 4,461.23 4,058.86

Contributions to provident and other funds(Refer note no. 26.04)

165.51 149.22

Share Based Payments to employees (Refer note no. 26.13) (Net of reversal ofexcess liability) 27.85 -31.12

Staff welfare expenses 15.77 19.10

Total 4,670.36 4,196.06

John Deere Financial India Private LimitedNotes forming part of the financial statements

Note 25: Other expenses Rs. In Lakhs

Particulars For the year ended

31 March 2021 For the year ended

31 March 2020

Facility cost 235.96 201.71Repairs and maintenance - others - 2.23Insurance 47.79 45.66Communication expenses 33.20 36.66Travelling and conveyance 647.76 895.10

Marketing expenses 19.30 18.50

Legal and professional 277.34 278.91

Outsourcing Cost 245.85 175.94

Payment to Auditors (Refer note no. 26.02) 24.61 17.56

Foreign exchange loss (net) - 70.32

Fixed assets written off 0.16 1.04Management fees expense 1,343.06 1,307.51

Contract labor expenses 1,390.24 1,055.75

Information system expenses 2,131.72 2,202.90

Recruitment and training expenses 21.45 87.61

CSR Expenses (Refer note no. 26.12) 55.45 41.76

Bank charges 87.64 81.25

Printing and Stationery 61.03 67.60

Courier Services 82.20 63.40

Meeting expenses 26.96 90.73

Document storage cost 18.52 22.69

Miscellaneous expenses 125.35 62.63

Total 6,875.59 6,827.46

John Deere Financial India Private LimitedNotes forming part of financial statements

26.01 Contingent liabilities and Commitments :-

Contingent liabilities Rs in lakhs

Particulars 31-Mar-21 31-Mar-20

Consumer Redressal Matters* 1.00 1.00

GST matters 11.60 -

Total 12.60 1.00

Commitments Rs in lakhsParticulars 31-Mar-21 31-Mar-20

Estimated amount of capital contracts to be executed on capital account and not provided for (net of advance) 5.40 34.53

Loan to customer under financing activities 2,138.30 1,936.24

26.02 Payment to Auditors :

Rs in lakhsParticulars 31-Mar-21 31-Mar-20

a) 21.03 13.00

b) 1.06 1.00

1.54 0.50

0.24 1.61

Total* 23.87 16.11

*Exclusive of taxes

26.03 The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as below:

Amount receivable/payable in foreign currency on account of the following:Rs in lakhs

ParticularsAmount in

original currencyAmount in INR

Amount in originalcurrency

Amount in INR

Receivables

USD

THB

Payables

USD 7.16 525.53 5.29 398.42

EURO 0.09 7.59 0.06 5.16

AUD 0.15 8.56 0.44 20.31

26.04 Employee benefits:

A. Defined Contribution Plan

B. Defined Benefit Plan

31-Mar-21

Certification

For reimbursement of expenses

Statutory audit

As Auditors

Tax Audit

In other capacity -

31-Mar-20

22.10

The Company makes provident fund contribution to a defined contribution plan administered by Regional Provident fund Commissioner. Under the scheme the Company is required tocontribute a specified percentage of payroll cost to fund the benefits. The Company has recognized contribution to provident fund of Rs.154.73 lakhs in the Statement of Profit and Lossfor the year ended 31 March 2021 (31 March 2020: Rs.137.20 lakhs). The contribution paid by the Company is in accordance with the rules framed by government from time to time.

The Company makes contributions towards gratuity to fund defined benefit plan for qualifying employees. The plan provides for a lump sum payment to employees, at retirement,death while in service or on termination of employment of an amount equivalent to 15 days salary for every completed year of service or a part there of in excess of six months. Vestingoccurs upon completion of five years of continuous service. The scheme is administered by Kotak Life Insurance Limited and is funded based on demand received from the fund.

216.79 3.61 271.94

51.01 3.57 8.37

2.95

c)

b)

a)

b)

a)

*Company has received a notice from the District Consumer Redressal Forum in lieu of a case filed by a customer. Based on legal confirmation obtained, the management believes that all thesecontingencies are possible cash outflows and not probable.

John Deere Financial India Private LimitedNotes forming part of financial statements

Employee benefits (Continued):

Amount recognized in the Balance Sheet and movement in the net defined benefit obliga on for the year are as follows:Rs in lakhs

Particulars 31-Mar-21 31-Mar-20

i) Reconciliation of defined benefit obligation

Liability at the beginning of the year 426.62 340.72

Current Service Cost 71.36 54.66

Interest cost 27.41 25.20

Demographic Gain/(Loss) on Plan Liabilities - 0.17

Financial Gain/(Loss) on Plan Liabilities (60.83) 11.02

Experience Gain/(Loss) on Plan Assets 10.61 5.10

Benefits Paid (21.96) (10.24)

Projected benefit obligation at the end of the year 453.22 426.62

ii) Reconciliation of Fair Value of Plan Asset

Fair value of the Plan assets at the beginning of the year 391.10 282.28

Expected return on plan Assets 25.81 21.45

Contribution 36.00 75.00

Benefits Paid (21.96) (10.24)

Actuarial Gain/ (Loss) on plan assets 5.41 22.61

Fair value of plan asset at the end of the year 436.36 391.10

iii) Amount recognized in Balance Sheet

Defined Benefit Obligation (453.22) (426.62)

Fair value of plan assets 436.36 391.10

Net (Liability)/ Asset recognized in the Balance Sheet (16.86) (35.52)

Rs in Lakhs

iv) Expenses recognized in statement of profit or loss under the head employee benefit expenses 31-Mar-21 31-Mar-20

Current Service Cost 71.36 54.66

Interest Expense on DBO 27.41 25.20

Interest (Income) on plan assets (25.81) (21.45)

Net Interest Cost 1.60 3.75

Expenses recognized in Statement of Profit or Loss 72.96 58.41

v) Re-measurement for the period in OCI

Actuarial (Gain) / Loss due to Demographic Assumption changes in DBO - 0.17

Actuarial (Gain) / Loss due to Financial Assumption changes in DBO (60.82) 11.02

Actuarial (Gain) / Loss due to Experience on DBO 10.61 5.10

Return on Plan Assets (Greater) / Less than Discount rate (5.41) (22.61)

Total Actuarial (Gain) /Loss included in OCI (55.62) (6.32)

vi) Principal Actuarial Assumptions 31-Mar-21 31-Mar-20

Financial Assumptions

Discount Rate 6.75% 6.60%

7.30% 8.20%Salary Escalation

John Deere Financial India Private LimitedNotes forming part of financial statements

Employee benefits (Continued):

Rs in lakhsParticulars 31-Mar-21 31-Mar-20

Demographic Assumptions

Mortality Rate IALM (2012-14)

Ultimate IALM (2012-14)

UltimateWithdrawal Rate 21-30yrs-10%, 21-30yrs-10%,

31-34yrs-12%, 31-34yrs-12%,

35-44yrs-7% 35-44yrs-7%

45-50yrs-3%, 45-50yrs-3%,

51-54yrs-2%, 51-54yrs-2%,

55yrs & above-1% 55yrs & above-1%

Retirement age 60 years 60 years

31-Mar-21 31-Mar-20

Year 1 25.80 22.50

Year 2 24.78 22.13

Year 3 25.02 21.36

Year 4 24.69 20.97

Year 5 23.00 20.79

Year 6 to 10 149.90 86.17

(vii) Sensitivity Analysis:Rs in lakhs

Defined Benefit Obligation 31-Mar-21 31-Mar-20

Discount rate

- Discount rate - 100 basis points 511.70 482.16

- Discount rate + 100 basis points 403.97 377.21

Salary increase rate

- Rate - 100 basis points 403.78 419.43

- Rate + 100 basis points 510.79 480.68

26.05

26.06 Disclosure as required by Indian Accounting Standard (Ind AS) – 24 on “Related Party Disclosures

A. Names of related parties and description of relationship:

Sr No. Names of Related party Nature of Relationship1 Mr. Abhay Dinkar Dhokte - Managing Director (Date from 1 July 2019) Key Management Personnel (KMP)2 Mr. Satyen Suhas Shah- Managing Director- (Date upto- 30 June 2019) Key Management Personnel (KMP)3 Mr. Ajit Jain- Director Key Management Personnel (KMP)4 Mr. Felix Frie- Director Key Management Personnel (KMP)5 Mr. Manish Madhav Phalke - Director (Date from - 11 July 2019) Key Management Personnel (KMP)6 Mrs. Pranjali Rahul Patil - Director (Date from- 15 May 2020) Key Management Personnel (KMP)7 Mr. Girish Sivaramakrishnan - CFO (Date from- 16 May 2020) Key Management Personnel (KMP)8 Miss. Vaishnavi Bhupendra Suratwala - Company Secretary (Date from - 2 March 2020) Key Management Personnel (KMP)9 Mr. Sudhir Thite – Company Secretary (Date upto- 19 August 2019) Key Management Personnel (KMP)

10 Mr. Bhushan Manoj Kotecha -Company Secretary (Date from 19 August 2019 upto- 2 March 2020) Key Management Personnel (KMP)11 Deere & Company Ultimate Holding Company12 John Deere India Private Limited Holding Company13 John Deere Asia Singapore Pte Limited Intermediate Holding Company14 Deere Credit Services Inc Fellow Subsidiary (where transaction exist)15 John Deere GMBH & Company Fellow Subsidiary (where transaction exist)16 John Deere Brasil Ltda. Fellow Subsidiary (where transaction exist)17 John Deere Leasing (Thailand) Limited Fellow Subsidiary (where transaction exist)18 John Deere Finance Lease Co Ltd (China) Fellow Subsidiary (where transaction exist)19 Banco John Deere S.A. Fellow Subsidiary (where transaction exist)20 John Deere Financial Limited (Australia) Fellow Subsidiary (where transaction exist)21 Wirtgen India Private Limited Fellow Subsidiary (where transaction exist)

(i) As per para 83 of Ind AS 19, the rate used to discount post-employment benefit obligations (both funded and unfunded) shall be determined by reference to market yields at the end of thereporting period on government bonds

(ii) Disclosure related to indication of effect of the defined benefit plan on entity’s future cash flows –

The Company is engaged in primarily financing equipment manufactured and sold in India by its holding company and its affiliates which, in the context of IND AS 108 – “Operating Segment”constitute majorly single reportable business segment.

Particulars

John Deere Financial India Private LimitedNotes forming part of financial statements

Disclosure as required by Indian Accounting Standard (Ind AS) – 24 on “Related Party Disclosures- (Continued)

B. Payments made to Key Managerial Personnel:Year ended 31st

MarchRs. in Lakhs

2021 200.552020 167.66

2021 20.132020 16.59

2021 18.132020 19.60

2021 3.912020 1.40

C.

For the YearEnded 31st March

Ultimate HoldingCompany

HoldingCompany

IntermediateHolding Company

FellowSubsidiaries

Total

2021 - 1,226.55 386.01 247.03 1,859.59

2020 - 1,506.39 473.00 237.22 2,216.61

2021 - - - - -

2020 - - - 53.69 53.69

2021 - 1,194.48 - - 1,194.48

2020 - 391.65 - - 391.65

- - - -

2021 1,334.55 208.98 - 4.77 1,548.30

2020 1,027.59 388.03 - 4.52 1,420.14

2021 - (2.80) - (672.99) (675.79)

2020 - (24.36) - (742.77) (767.13)

2021 - 16,259.00 - - 16,259.00

2020 - 5,165.00 - - 5,165.00

2021 - 1,458.60 - 218.47 1,677.07

2020 - 573.53 - 161.71 735.24

2021 - 75.51 - - 75.51

2020 - 68.67 - - 68.67

2021 - 59,500.00 - - 59,500.00

2020 - 77,000.00 - - 77,000.00

2021 - 84,400.00 - - 84,400.00

2020 - 77,000.00 - - 77,000.00

2021 208.84 406.05 - 16.32 631.21

2020 140.78 114.15 - 182.96 437.89

2021 224.36 283.57 72.79 244.54 825.26

2020 155.14 146.21 118.61 150.13 570.09

Notes:

i) The amounts are excluding indirect taxes.

ii) There are no amounts written off or written back during the year in respect of debts due from related party.

iii) Remuneration excludes provision for Leave encashment as separate actuarial valuation for KMP is not available.

iv) Remuneration to KMP for current year includes payment to Mr. Abhay Dinkar Dhokte and Mr. Girish Sivaramakrishnan.

v) Remuneration to KMP includes Share based payment (Refer Note no. 26.13)

Receivables at the end of the year

Interest expense on Intercorporate deposit

Reimbursement of expenses (Net)

Income from Operations – Service Charges

Allotment of Equity Shares and Share Premium

Mfg. Subsidy \ Incentives

Leases

Intercorporate deposits given - Paid

Intercorporate deposits received back - Taken

Payables at the end of the year

Nature of Transaction

Services received

Recovery / Reimbursement of Salaries

Transaction with other related parties:

Particulars

a. Short term benefits

b. Post-employment benefits

c. Share based payment

Payable at the end of the year

John Deere Financial India Private LimitedNotes forming part of financial statements

26.07 Operating Leases:

Rs in lakhs As at

March 31, 2021 As at

March 31, 2020Premises Premises

260.05 353.34

- -

108.25 35.07

- -

(135.71) (128.36)

232.59 260.05

Rs in lakhs As at

March 31, 2021 As at

March 31, 2020254.85 270.98

C. Interest expenses on lease liabilities Rs in lakhs As at

March 31, 2021 As at

March 31, 2020 20.13 25.32

D. Expenses on short term leases / low value assets As at

March 31, 2021 As at

March 31, 2020- -- -

E. Amounts recognized in the statement of cash flow Rs in lakhs As at

March 31, 2021 As at

March 31, 2020 140.08 142.76

F. Maturity analysis – contractual undiscounted cash flows Rs in lakhs As at

March 31, 2021 As at

March 31, 2020173.50 127.65131.05 149.28

22.27 36.39326.82 313.32

Interest on lease liabilities

Total undiscounted lease liabilities

Balance as at April 01

Add: Initial direct cost

Particulars

Short term lease

Particulars

Balance as at March 31

B. Lease liabilities

On account of remeasurement of lease liability

One to five years

Lease liabilities

Total cash outflow for leases

Particulars

Low value assets

Less than one year

Particulars

More than five years

Particulars

Add: Addition during the year

A. Right of use assets

Less: depreciation charged for the period

Particulars

Brief description of nature and type of lease assets.

John Deere Financial India Private LimitedNotes forming part of financial statements

26.08 Earnings Per Share is calculated as follows:

Rs in lakhsSr No. 31-Mar-21 31-Mar-20

i) 7,403.03 2,533.22ii) 4,517 3,485iii) 10.00 10.00iv) 1.64 0.73

Note: There is no dilution to basic EPS since there are no outstanding potentially dilutive equity shares.

26.09 Provision for contingency and losses on loans given to customers (financing activities)Rs in lakhs

Particulars 31-Mar-21 31-Mar-20Opening balance 5,850.48 2,805.08

Provided during the year 6,165.66 3,923.99

Provision utilized during the year (1,364.59) (878.59)Closing balance 10,651.55 5,850.48(Refer significant accounting policies for brief description of the nature of the provision)

26.10 Compliance with Micro, Small and Medium Enterprises Development Act, 2006Rs in lakhs

31-Mar-21 31-Mar-20

- -

- -- -- -

18.87 6.62- -- -

0.10 0.01

0.10 0.01

0.10 0.01

Particulars

The disclosure pursuant to the said Act is as under:Principal amount due to suppliers under MSMED Act , 2006Interest accrued and due to suppliers under MSMED Act on the above amount, unpaidPayments made to suppliers (other than interest ) beyond the appointed date, during the yearInterest paid to suppliers under MSMED Act (other than section 16)

Net Profit attributable to shareholdersWeighted average number of Equity Shares

Particulars

The Company has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act. 2006 (MSMED Act)

Interest due and payable to suppliers under MSMED Act for payments already made beyond the appointed date during the current year

Nominal value of equity shareBasic and Diluted

Interest paid to suppliers under MSMED Act ( section 16)

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid tothe small enterprise for the purpose of disallowance as a deductible expenditure under the MSMED Act, 2006

Interest accrued and remaining unpaid to suppliers under MSMED as at year end

John Deere Financial India Private LimitedNotes forming part of financial statements

26.11 Income Taxes:

(A) The reconciliation of estimated income tax expense at statutory income tax rate :Rs in lakhs

Particulars As at March 31,

2021 As at March 31,

2020

Profit before income taxes 9,646.17 3,389.97Indian statutory income tax rate 25.17% 25.17%Expected income tax expense 2,427.94 853.26

Tax effect of adjustments to reconcile expected income tax expense to :Income exempt from tax - (91.50)Non deductible expenses 19.52 12.09Education cess (39.17) -Rate change Impact - 180.25Reversal of Deferred tax on Unearned income (198.04) -Total income tax expense 2,210.25 954.10Taxes effects for earlier years 32.89 (97.35)Total income tax expense recognized in Profit and Loss Account 2,243.14 856.75Note: The Company's reconciliation of the effective tax rate is based on its domestic tax rate applicable to respective financial years

(B) The income tax expense charge to Profit and Loss account:Rs in lakhs

As at March 31,2021

As at March 31,2020

Current tax:Current tax expense for the period 4,046.36 1,738.35Current tax expense / (benefit) pertaining to prior years 32.88 (97.35)

Deferred tax benefit -Origination and reversal of temporary differences (1,836.10) (784.25)

Total income tax expense recognized in the year 2,243.14 856.75

(C) Amounts recognized in Other Comprehensive Income (OCI)Rs in lakhs

Particulars For the year

ended March 31,2021

For the yearended March 31,

2020

Items that will not be reclassified to profit or lossRemeasurements of defined benefit liability (asset) (14.00) (1.59)Items that are or may be reclassified subsequently to profit or lossNet amount transferred to profit or loss - -

Particulars

John Deere Financial India Private LimitedNotes forming part of financial statements

(D) The major components of deferred tax assets and liabilities for the year ended March 31, 2021 are as follows:Rs in lakhs

Particulars 1st April 2020

Recognized /reversed

through profitand loss

Recognized in OCI 31st March

2021

Deferred Tax Assets :(a) Impairment loss allowance 1,472.57 1,208.22 - 2,680.79(b) Employee benefit 217.45 49.10 (14.00) 252.55(c) Deferred income 470.18 576.63 - 1,046.81(f) Other deferred tax assets - 10.56 - 10.56

Deferred Tax Liabilities(a) Debenture issue expenses (43.76) 9.91 - (33.85)(b) Depreciation on property, plant, equipment (5.08) (4.31) - (9.39)

Net Deferred Tax Asset 2,111.36 1,850.11 (14.00) 3,947.47

The major components of deferred tax assets and liabilities for the year ended March 31, 2020 are as follows:

Particulars 1st April 2019

Recognized /reversed

through profitand loss

Recognized in OCI 31st March

2020

Deferred Tax Assets :(a) Impairment loss allowance 816.84 655.73 - 1,472.57(b) Employee benefit 245.00 (25.96) (1.59) 217.45(c) Deferred income 361.06 109.12 - 470.18

Deferred Tax Liabilities(a) Debenture issue expenses (91.37) 47.61 - (43.76)(b) Depreciation on property, plant, equipment (4.42) (0.66) - (5.08)

Net Deferred Tax Asset 1,327.11 785.84 (1.59) 2,111.36

26.12 Corporate Social Responsibility

Rs in lakhs

Particulars 31-Mar-21 31-Mar-20

Gross amount required to be spent by the Company during the year 53.81 41.10

Amount spent during the year* : 55.45 41.76

*The above expenses are for a purpose other than construction or acquisition of any asset

26.13 Employee share-based payment plans

Share-based payment arrangement that existed at any time during the period:

Particulars

RSUs convert to shares on 3rdanniversary of the award

31-Mar-21

(A) Share-based payment arrangement that existed at any time during the period:

31-Mar-21 31-Mar-20

RESTRICTED STOCK UNITS (RSUs)STOCK OPTIONS

Vesting for stock options: 34% inyear 1, 33% in year 2 and 33% in

year 3

31-Mar-20

RSUs

RSUs settle in shares only

(i) Description of each type of such payment Stock Options

Vesting for stock options: 34% onyear 1, 33% on year 2 and 33% on

year 3

Stock Options can settle in equity orcash. All exercises during this period

were settled in cash

Stock Options can settle in equity orcash. All exercises during this period

were settled in cash

(ii) General terms of options granted

Deere and Company, the ultimate holding Company issues stock options and restricted stock awards to key employees of the Company and its subsidiaries. Options are awarded with the exerciseprice equal to the market price and become exercisable in 1 to 3 years after grant. Options expire 10 years after the date of grant. Restricted stock awards generally vests after 3 years. The detailsof the plan are as under:

As per provisions of section 135 of Companies Act 2013, the Company was required to spend 2% of average net profits earned during the three immediately preceding financial years, in pursuanceof its Corporate Social Responsibility Policy on the activities specified in Schedule VII of the Act.

Stock Options

(iii) Method of settlement (e.g., whether incash or equity)

RSUs

RSUs settle in shares only

RSUs convert to shares on 3rdanniversary of the award

John Deere Financial India Private LimitedNotes forming part of financial statements

Employee share-based payment plans: (Continued)

Particulars

No. Rs. (Per Unit) No. Rs. (Per Unit) No. Rs. (Per Unit) No. Rs. (Per Unit)

- - 2,862 5,866.54 344 11,952.33 436 9,157.68

- - 2,862 6,392.32 - - 436 9,670.28

- - - - - - 348 9,670.28

- - - - 103 18,715.99 149 12,793.68

- - - - - - - -

- - - - 96 18,785.03 153 13,004.78

- - - - - - - -

- - - - 351 13,851.73 344 11,952.33

- - - - - - - -

- - - - 96 18,785.03 153.00 13,004.78

- - - - - - - -

- - - - - - - -

- - - - 351 13,851.73 344 11,952.33

- - - - - - - -

Share based payments expenditure:

STOCK OPTIONS RESTRICTED STOCK UNITS (RSUs)

(C) (i) For share options exercised during theperiod, disclose the weighted average shareprice at the date of exercise

(ix) exercisable at the end of the period

31-Mar-20

(v) forfeited during the period

(vi) exercised during the period

(vii) expired during the period

(ii)transferred out during the period

31-Mar-21 31-Mar-20

(i) The range of exercise prices and weightedaverage price for remaining contractual life

(ii) If the range of exercise price is wide, theoutstanding options shall be divided intoranges that are meaningful for assessing thenumber and timing of additional shares thatmay be issued and the cash that may bereceived upon exercise of those options

This table includes both stock options only

(i) outstanding at the beginning of the period

(viii) outstanding at the end of the period

31-Mar-21

(iii)transferred in during the period

(iv) granted during the period

Share based payments expense (included in Note 26.13: Employee Benefit Expense) recognized during the year represents the difference between market value of equity shares as at the grant dateand market value of equity shares as at the exercise date.

For convenience, amounts in Indian Rupees in Note 26.13 represents US dollar amount translated at March 31, 2021 rate of Rs. 73.44 = US dollar 1.00 and at March 31, 2020 Rs. 75.39 = US dollar1.00. Amount represents per share value.

(D) For share options outstanding at the endof the period:

(ii) If options were exercised on a regularbasis throughout the period, disclose theweighted average share price during theperiod

(B) Number and weighted average exerciseprices of share options for each of thefollowing groups of options:

John Deere Financial India Private LimitedNotes forming part of financial statements

26.14

26.15 Net Gain / (Loss) On Fair Value Changes

Rs in lakhsAs at March 31,

2021As at March 31,

2020

(A)Net Gain / (loss) on financial instruments at fair value through profit or loss

(i) On trading portfolio

- Investments - -

- Derivatives - -

- Others - -

(ii)On financial instruments designated at fair value through profit or loss (1,163.18) (154.45)

(B) Others - -

(C) Total Net gain/(loss) on fair value changes (1,163.18) (154.45)

(D) Fair value changes :

(i) Realized - -

(ii) Unrealized (1,163.18) (154.45)

Total Net gain/(loss) on fair value changes (1,163.18) (154.45)

26.16 Financial assets and liabilities by category

(i) The carrying value of financial instruments by categories as at March 31, 2021 is as follows:

Rs in lakhs Fair valuethrough Profit orLoss

Fair Valuethrough OtherComprehens iveIncome

Derivativeinstruments inhedgingrelationship

Derivativeinstruments notin hedgingrelationship

Amortized cost Total CarryingValue

Financial Assets:

Cash and cash equivalents - - - - 6,493.73 6,493.73

Bank balance other than (a) above - - - - 0.62 0.62

Receivables- Trade receivables - - - - 518.62 518.62

- - - - 333,712.45 333,712.45

Other financial assets - - - - 70.08 70.08

Total - - - - 340,795.50 340,795.50

Financial Liabilities:

Derivative financial Instrument 1,300.89 - - - - 1,300.89

Payables

-Trade Payable - - - - 5,250.62 5,250.62

Debt Securities - - - - 122,996.80 122,996.80

Borrowings (Other than Debt securities) - - - - 143,575.42 143,575.42

Lease liabilities - - - - 254.85 254.85

Other financial liabilities - - - - 710.08 710.08

Total 1,300.89 - - - 272,787.77 274,088.66

Particulars

Loans

Particulars

The Board in its meeting held on 5th May 2021 has proposed a dividend of Re. 0.10 per share on a share of Rs. 10 each to the shareholders of the Company. The payment of dividend is subject tofinal approval from shareholders in the annual general meeting.

John Deere Financial India Private LimitedNotes forming part of financial statements

Financial assets and liabilities by category: (Continued)

The carrying value of financial instruments by categories as at March 31, 2020 is as follows :

Rs in lakhs Fair valuethrough Profit orLoss

Fair Valuethrough OtherComprehens iveIncome

Derivativeinstruments inhedgingrelationship

Derivativeinstruments notin hedgingrelationship

Amortized cost Total CarryingValue

Financial Assets:

Cash and cash equivalents - - - - 8,024.42 8,024.42

Bank balance other than (a) above - - - - 0.59 0.59

Receivables- Trade receivables - - - - 266.44 266.44

- - - - 233,045.48 233,045.48

Other financial assets - - - - 66.62 66.62

Total - - - - 241,403.55 241,403.55

Financial Liabilities:

Derivative financial Instrument 154.45 - - - - 154.45

Payables

Trade Payables - - - - 1,143.60 1,143.60

Debt Securities - - - - 109,119.70 109,119.70

Borrowings (Other than Debt securities) - - - - 85,507.90 85,507.90

Lease liabilities - - - - 270.98 270.98

Other financial liabilities - - - - 467.28 467.28

Total 154.45 - - - 196,509.46 196,663.91

Fair Value hierarchy :(ii) Rs in lakhs

As at March 31, 2021 Level 1 Level 2 Level 3 Total

Financial Assets:

333,712.45 - - 337,086.34 337,086.34

333,712.45 - - 337,086.34 337,086.34

Financial Liabilities:

Derivative financial Instrument 1,300.89 - 1,300.89 - 1,300.89

Debt Securities 122,996.80 - 130,853.10 - 130,853.10

Borrowings (Other than Debt securities) 143,575.42 - 145,910.95 - 145,910.95

- 278,064.94 - 278,064.94

As at March 31, 2020 Level 1 Level 2 Level 3 Total

Financial Assets:

233,045.48 - - 240,161.62 240,161.62

233,045.48 - - 240,161.62 240,161.62

Financial Liabilities:

Derivative financial Instrument 154.45 154.45 154.45

Debt Securities 109,119.70 - 112,500.21 - 112,500.21

Borrowings (Other than Debt securities) 85,507.90 - 86,911.31 - 86,911.31

194,782.05 - 199,565.97 - 199,565.97

Carrying amount

Total

Loans

Total

Loans

Loans

267,873.11

Carrying amount

Total

Total

Particulars

John Deere Financial India Private LimitedNotes forming part of financial statements

Valuation technique used to determine fair value of financial instruments

26.17

A Credit risk

Exposure to Credit Risk

Financial assets that are neither past due or impaired

i) Loans arising from financing activities - Credit quality of financial assets and impairment loss

(b) The fair value of loans arising from financing activities has been estimated by discounting expected cash flows using rates at which loans of similar credit quality and maturity would be made andinternal assumptions such as expected credit losses and estimated collateral value for repossessed vehicles as at March 31, 2021 and 2020. Since significant unobservable inputs are applied inmeasuring the fair value of loans arising from financing activities, they are classified in Level 3.

Credit risk on cash and cash equivalents and deposits with banks/ financial institutions is generally low as the said deposits have been made with banks/ financial institution who have been assignedhigh credit rating by international/ domestic rating agencies. Credit risk on derivative instruments is generally low as the company enters into derivative contracts with reputed banks. None of thecompany's cash equivalents, including time deposits with banks are past due or impaired. Regarding the derivative contracts, trade receivables and other financial assets are neither impaired norpast due. There were no indications as at March 31, 2021, that defaults in payment obligations will occur.

The carrying amount of loans represent the maximum credit exposure net of provision for impairment. Loans are derived from financing activities to customers. The Company mostly provide loansto retail individual customers in Rural and Semi urban area which is of small ticket size. Credit risk for loans is managed by the Company through credit approvals, establishing credit limits andperiodic monitoring of the credit worthiness of its customers to which the Company grants credit terms in the normal course of business. Credit risk is monitored by the credit risk department ofthe Company's independent risk department/ function who have the responsibility for reviewing and managing credit risk.For the loans financed to customers, the Company covers/secures the credit risk associated with the loans lended to customers by creating charge/ hypothecation/ security on the assets asmentioned/ specified in the loan agreement with the customers. The Company does not have a high concentration of credit risk to a single customer exceeding 10% of the Company revenue. TheCompany makes the allowance for losses on its portfolio of loans on the basis of expected future collection from receivables. The future collections are estimated on the basis of past collectiontrend which are adjusted for changes in current circumstances as well as expected changes in collection on account of future with respect to certain macro economic factor.

Fair value of financial assets/ liabilities measured at amortized cost

The Company is exposed to certain financial risks namely credit risk, interest risk, currency risk & liquidity risk. The Company’s Board of Directors has overall responsibility for the establishment andoversight of the Company’s risk management framework. The Board of Directors has established the Risk Management Committee and Asset Liability Committee (ALCO). The Risk Managementcommittee and ALCO is responsible for developing and monitoring risk management policies for its business and ensuring compliance with the statutory/regulatory framework of the riskmanagement process.Consequent to the outbreak of the COVID-19 pandemic, the Indian government announced a lockdown in March 2020. Subsequently, the government lifted the national lockdown, but regionallockdowns continue to be implemented in areas with a significant number of COVID-19 cases. The impact of COVID-19, including changes in customer behaviour and pandemic fears, as well asrestrictions on business and individual activities, has led to significant volatility in global and Indian financial markets and a significant decrease in global and local economic activities. Estimates andassociated assumptions applied in preparing these financial statements, especially for determining the impairment allowance for the financial assets (Loans), are based on historical experience andother emerging, forward looking factors on account of the pandemic. The Company believes that the factors considered are reasonable under the current circumstances. The extent to which thecurrent “second wave” has significantly increased the number of cases in India, will continue to impact the Company's performance, which will depend on ongoing as well as future developmentsand are highly uncertain, including, among other things, any new information concerning the severity of the COVID-19 pandemic and any action to contain its spread.

Valuation technique with significant unobservable inputs (Level 3) : This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable marketdata (unobservable inputs). Fair values are measured in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current markettransactions in the same instrument nor are they based on available market data.There has been no transfer between level 1, level 2 and level 3 for the year ended March 31, 2021 and March 31, 2020.

(c) The fair value of borrowings and debt securities has been estimated by discounting the expected cash flow using the rate at which the last borrowings during the current financial year has beenmade and are classified in Level 2.

Financial Risk Review

Quoted prices in an active market (Level 1) : This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets orliabilities.

(a) Derivatives are fair valued using fair values obtained from banks and where applicable, are classified in Level 2.

Valuation technique with observable inputs (Level 2) : This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that areobservable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This level of hierarchy include Company's over the counter (OTC) derivative contracts.

The carrying amount of the financial assets represents the maximum credit exposure, being the total of the carrying amount of balances with banks, time deposits with banks, loans arising fromfinancing activities, derivative financial instruments, trade receivables and other financials assets.

Credit risk is the risk that the Company will incur a loss because its customers fail to discharge their contractual obligations. The Company has a comprehensive framework for monitoring creditquality of its retail loans primarily based on days past due monitoring at period end. Repayment by individual customers and portfolio is tracked regularly and required steps for recovery are takenthrough follow ups and legal recourse.

Financial assets and liabilities by category: (Continued)

The carrying amounts of other financial assets and other financial liabilities other than those disclosed in the table above valued at level 2 and level 3 are considered to be the same as their fairvalues due to the short term maturities of instruments and no material differences in the fair value.

John Deere Financial India Private LimitedNotes forming part of financial statements

(i) Loans exposure by Sector Rs in lakhsAs at March 31,2021

As at March 31,2020

Loans by Sector

i) Agricultural Sector 327,082.34 231,948.16

ii) Construction equipments 21,411.05 9,582.30

Total - Gross 348,493.39 241,530.46

Less: Impairment allowance 10,651.55 5,850.48

Total Net Loans* 337,841.84 235,679.98* Net Loans excludes revenue received in advance INR 4,129.38 lakhs for March 2021 and INR 2,634.50 lakhs for March 2020.

(ii) Days past due method for credit quality analysis of Loans

Rs in lakhs

Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3

288,196.37 - 433.69 186,982.26 - 137.78

21,848.19 - 316.66 22,067.50 - 151.83

- 18,944.11 1,120.81 - 16,852.31 809.59

- - 17,633.56 - - 14,529.19

Gross Exposure 310,044.56 18,944.11 19,504.72 209,049.76 16,852.31 15,628.39

Rs in lakhs

Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3

2,287.15 - 151.07 741.39 54.11

530.23 - 78.80 169.23 46.99

- 1,087.37 275.81 355.71 233.47

6,241.13 4,249.58

Total 2,817.38 1,087.37 6,746.81 910.62 355.71 4,584.15

307,227.18 17,856.74 12,757.91 208,139.14 16,496.60 11,044.24* Net Exposure excludes revenue received in advance INR 4,129.38 lakhs for March 2021 and INR 2,634.50 lakhs for March 2020.

The following table sets out information about the credit quality of financial assets measured at amortized cost. The amounts in the table represent gross carrying amounts for financial assets.

30- 89 days

Days Past due

Days Past due

90 or more days

Net Exposure*

90 or more days

1- 29 days

Current (Not past due)

30- 89 days

Current (Not past due)

As at March 31, 2021

As at March 31, 2021Outstanding Gross loans

1- 29 days

Impairment allowance on loans As at March 31, 2020

Particulars

As at March 31, 2020

Credit Risk (Continued)

The table below shows the credit quality and the maximum exposure to credit risk based on the days past due and year-end stage classification of gross carrying value of loans. The amountspresented are gross of impairment allowances.

John Deere Financial India Private LimitedNotes forming part of financial statements

Days past due method for credit quality analysis of Loans: (Continued) Rs in lakhs(iii) Asset Group Days Past due Estimated gross

carrying amountat default*

Expectedprobability ofdefault

Expected creditlosses

Carrying amountnet ofimpairmentprovisionCurrent 288,196.37 0.79% 2,287.15 285,909.22

1-29 days 21,848.19 2.43% 530.23 21,317.96

Total310,044.56 0.91% 2,817.38 307,227.18

30 - 89 days 18,944.11 5.74% 1,087.37 17,856.74

Total 18,944.11 5.74% 1,087.37 17,856.74

Current 433.69 34.83% 151.07 282.61

1-29 days 316.66 24.88% 78.80 237.86

30 - 89 days 1,120.81 24.61% 275.81 845.00

90 days andabove

17,633.56 35.39% 6,241.13 11,392.44

Total 19,504.72 34.59% 6,746.81 12,757.91

Grand Total 348,493.39 3.06% 10,651.55 337,841.84

Rs in lakhsAs at March 31, 2020 Asset Group Days Past due Estimated gross

carrying amountat default*

Expectedprobability ofdefault

Expected creditlosses

Carrying amountnet ofimpairmentprovisionLoans Current 186,982.26 0.40% 741.39 186,240.87

1-29 days 22,067.50 0.77% 169.23 21,898.27

Total 209,049.76 0.44% 910.62 208,139.14

30 - 89 days 16,852.31 2.11% 355.71 16,496.60

Total 16,852.31 2.11% 355.71 16,496.60

Loans Current 137.78 39.27% 54.11 83.67

1-29 days 151.83 30.95% 46.99 104.83

30 - 89 days 809.59 28.84% 233.47 576.13

90 days andabove

14,529.19 29.25% 4,249.58 10,279.61

Total 15,628.39 29.33% 4,584.15 11,044.24

Grand Total 241,530.46 2.42% 5,850.48 235,679.98

* Carrying amount excludes revenue received in advance INR 4,129.38 lakhs for March 2021 and INR 2,634.50 lakhs for March 2020.

Financial assets for which credit riskhas increased significantly and notcredit-impaired

Loans

Financial assets for which credit riskhas increased significantly and credit-impaired

Loss allowance measured at 12 monthexpected credit losses

As at March 31, 2021

Loans

Loans

Loss allowance measured at life-timeexpected credit losses

Loss allowance measured at 12 monthexpected credit losses

Loss allowance measured at life-timeexpected credit losses

Financial assets for which credit riskhas not increased significantly sinceinitial recognition

Financial assets for which credit riskhas increased significantly and credit-impaired

Financial assets for which credit riskhas not increased significantly sinceinitial recognition

Financial assets for which credit riskhas increased significantly and notcredit-impaired

Loans

John Deere Financial India Private LimitedNotes forming part of financial statements

B Liquidity Risk

(i) Maturity analysis of liabilities

The table below set out carrying amount of financial liability according to when they are expected to be settled.

As on March 31, 2021 Rs in lakhsParticulars Less than 3

monthsOver 3 Monthsupto 6 months

Over 6 Monthsupto 1 year

Over 1 year upto3 years

Over 3 yearsupto 5 years

Over 5 years Total

Financial liabilities(i) Derivative financial Instrument - - - 1,300.89 - - 1,300.89(a) Trade payables - - - - -

0.10 - - - - - 0.10

5,250.52 - - - - - 5,250.52

(iii) Debt securities 508.81 22,251.16 50,257.07 49,979.76 - - 122,996.80(iv) Borrowings (Other than Debt securities) 50,061.47 4,093.95 4,475.00 70,520.00 14,425.00 - 143,575.42(v) Lease liabilities - - 119.25 135.60 - - 254.85(vi) Other financial liabilities 213.69 - 496.39 - - - 710.08

Total Financial liabilities 56,034.59 26,345.11 55,347.71 121,936.25 14,425.00 - 274,088.66

As on March 31, 2020 Rs in lakhsParticulars Less than 3

monthsOver 3 Monthsupto 6 months

Over 6 Monthsupto 1 year

Over 1 year upto3 years

Over 3 yearsupto 5 years

Over 5 years Total

Financial liabilities(a) Derivative financial Instrument - - - 154.45 - - 154.45(i) Trade payables

0.01 - - - - - 0.01

1,143.59 - - - - - 1,143.59

(iii) Debt securities (33.86) 30,923.02 28,295.29 49,935.25 - - 109,119.70(iv) Borrowings (Other than Debt securities) 16,957.90 4,100.00 5,650.00 58,800.00 - - 85,507.90(e) Deferred tax liabilities (Net) - - - - - -(v) Lease liabilities - - 110.71 160.27 - - 270.98(vi) Other financial liabilities 101.75 - 365.53 - - - 467.28

Total Financial liabilities 18,169.39 35,023.02 34,421.53 109,049.97 - - 196,663.91

-total outstanding dues of micro enterprises and smallenterprises

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established Asset and Liability Management Committee (ALCO) for the management of theCompany’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserveborrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

-total outstanding dues of micro enterprises and smallenterprises -total outstanding dues of creditors other thanmicro enterprises and small enterprises

-total outstanding dues of creditors other thanmicro enterprises and small enterprises

John Deere Financial India Private LimitedNotes forming part of financial statements

(ii) Maturity Analysis of Assets and Liabilities

The table below shows the maturity analysis of assets and liabilities according to when they are expected to be recovered or settled

Rs. In lakhsParticulars

Current Non- Current Total Current Non- Current TotalASSETS

Financial Assets

(i) Cash and cash equivalents 6,493.73 - 6,493.73 8,024.42 - 8,024.42(ii) Bank balance other than (a) above 0.62 - 0.62 0.59 - 0.59(iii) Receivables- Trade receivables 518.62 - 518.62 266.44 - 266.44(iv) Loans 130,626.34 203,086.11 333,712.45 94,135.02 138,910.46 233,045.48(v) Other financial assets 2.00 68.08 70.08 38.81 27.81 66.62Total financial assets 137,641.31 203,154.19 340,795.50 102,465.27 138,938.27 241,403.55

Non-financial Assets

(i) Current tax (Net) - 391.40 391.40 - 415.16 415.16(ii) Deferred tax assets (net) - 3,947.47 3,947.47 - 2,111.36 2,111.36(iii) Property, Plant and Equipment - 302.84 302.84 - 186.20 186.20(iv) Capital work-in-progress - 0.13 0.13 - 36.72 36.72(v) Right of Use Assets - 232.59 232.59 - 260.05 260.05(vi) Intangible Assets - 24.86 24.86 - -(vii) Other Non financial assets 719.77 - 719.77 711.12 - 711.12

Total Non-financial assets 719.77 4,899.29 5,619.06 711.12 3,009.49 3,720.61

Total Assets 138,361.07 208,053.48 346,414.56 103,176.39 141,947.76 245,124.16

Liabilities

Financial liabilities

(i) Derivative financial Instrument - 1,300.89 1,300.89 - 154.45 154.45(ii) Payables -(a) Trade payables - - --total outstanding dues of micro enterprises and small enterprises 0.10 - 0.10 0.01 - 0.01-total outstanding dues of creditors other than micro enterprises and small enterprises 5,250.52 - 5,250.52 1,143.59 - 1,143.59(iii) Debt securities 73,017.04 49,979.76 122,996.80 59,184.44 49,935.26 109,119.70(iv) Borrowings (Other than Debt securities) 58,630.42 84,945.00 143,575.42 26,707.90 58,800.00 85,507.90(v) Lease liabilities 119.25 135.60 254.85 110.71 160.27 270.98(vi) Other financial liabilities 710.08 - 710.08 467.28 - 467.28Total Financial liabilities 137,727.41 136,361.25 274,088.66 87,613.93 109,049.98 196,663.91

Non-financial liabilities

(i) Provisions 96.04 476.83 572.87 81.88 472.23 554.11(ii) Other Non financial liabilities 242.19 - 242.19 98.95 - 98.95Total Non financial liabilities 338.23 476.83 815.06 180.83 472.23 653.06

Total Liabilities 138,065.64 136,838.08 274,903.72 87,794.76 109,522.21 197,316.97Net 71,510.84 47,807.19

31-Mar-21 31-Mar-20

John Deere Financial India Private LimitedNotes forming part of financial statements

C Market Risk

(i) Exposure to Interest rate risk

(ii) Exposure to Foreign currency risk

The carrying amount of Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows :

Rs in lakhs

USD EUR TBH AUD USD EUR TBH AUD

Trade Payables (525.53) (7.59) - (8.56) (398.42) (5.16) (20.31)

Trade Receivables 216.79 - 8.37 - 271.94 - 51.01

Rs in lakhs Currency Change in rate Effect on profit

before taxUSD (30.87)

EUR (0.76)

THB 0.84

AUD (0.86)

USD (12.65)

EUR (0.52)

THB 5.10

AUD (2.03)

(iii) Derivative Financial InstrumentsThe table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts:

Rs in lakhs

Notional amount Fair value- assets Fair value-liabilities

Change in rate Effect on profitbefore tax

Forward Contracts USD 177.46 - INR 1,300.89 10% / -10% 130.09USD 177.46 - INR 1,300.89

Rs in lakhs

Notional amount Fair value- assets Fair value-liabilities

Change in rate Effect on profitbefore tax

Forward Contracts USD 181.20 - INR 154.45 10% / -10% 15.45USD 181.20 - INR 154.45

D Capital Management

31-Mar-21

Market Risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates, etc. Theobjective of market risk management is to manage and control market risk exposures within acceptable parameters, while maximizing the return.

Derivatives held for Risk managementpurposes

The Company’s capital management strategy is to effectively determine, raise and deploy capital so as to create value for its shareholders. The same is done through a mix of either equity and/orcombination of short term/long term debt as may be appropriate.The Company is subject to the capital adequacy requirements of the Reserve Bank of India (RBI). Under RBI’s capital adequacy guidelines, the Company is required to maintain a capital adequacyratio consisting of Tier I and Tier II Capital.The minimum capital ratio as prescribed by RBI guidelines and applicable to the Company, consisting of Tier I and Tier II capital, shall not be less than 15 percent of its aggregate risk weighted assetson-balance sheet and of risk adjusted value of off-balance sheet. The Company has complied with all regulatory requirements related capital and capital adequacy ratios as prescribed by RBI.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company loans and borrowings are at fixedinterest rate hence any change in market interest rate will not have impact on statement of profit and loss.

As on March 31, 2021Amounts outstanding in INR

As on March 31, 2020Amounts outstanding in INR

As at March 31, 2021

Total

Derivatives held for Risk managementpurposes

As at March 31, 2020

Total

31-Mar-20

The Company undertakes transactions denominated in foreign currencies and consequently, exposures to exchange rate fluctuations arise. Exposure to currency risk relates primarily to theCompany's intercompany transactions denominated in a different currency from the Company's functional currency

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss and other comprehensive income and equity, where any transaction referencesmore than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company. The Company evaluates the impact of foreign exchange ratefluctuations by assessing its exposure to exchange rate risks.

10% / -10%

10% / -10%

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR, AUD and THB exchange rates, with all other variables held constant. The impact on the Company’s

profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to other foreign currencies is not material.

In management’s opinion, the sensitivity analysis does not represent the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure duringthe year.

John Deere Financial India Private LimitedNotes forming part of financial statements

26.18 Capital to Risk Assets Ratio (CRAR)

Sr. No. Particulars 31-Mar-21 31-Mar-20

1 CRAR (%) 20.38% 19.31%

2 CRAR - Tier I capital (%) 19.55% 18.92%

3 CRAR - Tier II Capital (%) 0.83% 0.39%

*General reserve includes interest of INR 1378.60 lakhs for March 2021 and INR 1327.75 lakhs for March 2020 accrued in books of accounts as per IND AS requirements on Stage III loan

contracts. It has been excluded in the above calculation as a matter of abundant caution.

26.19 Investments

26.20 DerivativesA) Forward Rate Agreement / Interest Rate Swap Rs in lakhs

Particulars As at March 31,

2021 As at March 31,

2020

(i) The notional principal of swap agreements - -

(ii) Losses which would be incurred if counterparties failed to fulfill their obligations under the agreements - -

(iii) Collateral required by the applicable NBFC upon entering into swaps - -

(iv) Concentration of credit risk arising from the swaps $ - -

(v) The fair value of the swap book @ - -

B) Exchange Traded Interest Rate (IR) Derivatives

This section is Not applicable to the Company

C) Disclosures on Risk Exposure in Derivatives

Quantitative Disclosure Rs in lakhs

Particulars Currency

Derivatives Interest Rate

Derivatives

(i) Derivatives (Notional Principal Amount) 15,686.81 -

For hedging -

(ii) Marked to Market Positions [1] - -

Asset (+) -

Liability (-) 1,300.89

(iii) Credit Exposure [2] - -

(iv) Unhedged Exposures - -

26.21 Disclosures relating to Securitization

This section is Not applicable to the Company

26.22 Details of Financial Assets sold to Securitization / Reconstruction Company for Asset Reconstruction

This section is Not applicable to the Company

26.23 Details of Assignment transactions undertaken by applicable NBFCs

This section is Not applicable to the Company

26.24 Details of non-performing financial assets purchased / sold

This section is Not applicable to the Company

This section is Not applicable to the Company since there are no investments.

As per IND AS

Disclosures as required in terms of Annex I in accordance with Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 updated as on 17th Feb 2020 issued by ReserveBank of India (RBI) (Annex II)

John Deere Financial India Private LimitedNotes forming part of financial statements

26.25 Asset Liability Management Maturity pattern of certain items of assets and liabilities

As on March 31, 2021 Rs in lakhs

1 day to 30/31days (one

month)

Over one monthto 2 months

Over 2 monthsupto 3 months

Over 3 monthsupto 6 months

Over 6 monthsupto 1 year

Over 1 year upto3 years

Over 3 yearsupto 5 years

Over 5 years Total

Liabilities

18,077.81 5,650.00 1,387.50 4,087.50 4,475.00 58,025.00 14,425.00 - 106,127.81

- - - 6.45 - 12,495.00 - - 12,501.45

24,946.16 - - - - - - - 24,946.16

- - 508.81 22,251.16 50,257.07 49,979.76 - - 122,996.80

6,882.42 10,415.23 19,039.89 35,513.72 60,216.72 167,699.72 37,849.50 - 337,617.20

- - - - - - - - -

* Advances include amount shown in Note 7 excluding stage I and stage II provision

As on March 31, 2020 Rs in lakhs

1 day to 30/31days (one

month)

Over one monthto 2 months

Over 2 monthsupto 3 months

Over 3 monthsupto 6 months

Over 6 monthsupto 1 year

Over 1 year upto3 years

Over 3 yearsupto 5 years

Over 5 years Total

Liabilities

13,107.90 1,550.00 2,300.00 4,100.00 5,650.00 58,800.00 - - 85,507.90

- - - 30,957.33 28,336.21 49,826.16 - - 109,119.70

3,235.56 4,492.09 14,820.62 27,670.43 44,412.33 115,275.01 24,405.77 - 234,311.81

- - - - - - - - -

* Advances include amount shown in Note 7 excluding stage I and stage II provision

26.26 Exposures :

There are no exposure to capital market and real estate sector during the year ended 31 March 2021 and 31 March 2020.

26.27 Details of financing of parent company products

26.28 Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the applicable NBFC :

26.29 Registration obtained from other financial sector regulators :

Regulators

Financial Intelligence Unit - (Operating under Economic Intelligence Council)

Central Registry of Securitisation Asset Reconstruction and Security Interest of India (Central KYC) 20192000001626

Intercorporate borrowings

Advances *

Market Borrowings

Assets

Investments

Registration Number

Market Borrowings

Borrowings from banks

FINBF12765

Borrowings in Foreigncurrency

During the year ended 31 March 2021 and 31 March 2020, the Company's credit exposure to single borrowers and group borrowers were within the limits prescribed by the RBI.

Borrowings from banks

Assets

Advances

Investments

The principal business of the Company is providing finance for the purchase of farm equipment manufactured and sold by John Deere India Private Limited and for the construction equipmentmanufactured and sold by Wirtgen India Private Limited.

John Deere Financial India Private LimitedNotes forming part of financial statements

26.30 Disclosure of Penalties imposed by RBI and other regulators :

There has been no penalty imposed by RBI and other regulators during the financial year ended 31 March 2021 and 31 March 2020.

26.31 Ratings assigned by credit rating agencies and migration of ratings :

During the year 2020-21

Particulars Date of Rating Name of the Rating Agency

07-May-20

04-Jan-21

11-Jan-21

19-Mar-21

30-Mar-21

7-May-20

19-Mar-21

30-Mar-21

7-May-20

7-May-20

7-May-20

4-Jan-21

4-Jan-21

4-Jan-21

30-Mar-21

30-Mar-21

30-Mar-21

30-Mar-21

During the year 2019-20

Date of Rating

5-Feb-20

7-Feb-20

2-Mar-20

2-Mar-20

2-Mar-20

2-Mar-20

26.32 Remuneration of Directors

26.33 Net Profit or Loss for the period, prior period items and changes in accounting policies :- NIL

26.34 Revenue Recognition - Please refer Significant accounting policies no. 2.6

26.35 Ind AS 110 -Consolidated Financial Statements (CFS)

This section is Not applicable to the Company

The Non- Executive directors are employees of the Deere & Company group and the company does not have transaction with them.

ParticularsCommercial paper

Term Loans

NCD

Rating Valid up to

60 Calendar Days

60 Calendar Days

180 Days

1 Year

180 Days

180 Days

CRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL AAA/Stable

Commercial paper

Term Loans

CRISIL Ltd60 Calendar Days

180 Days

CRISIL A1+

CRISIL AAA/Stable (Reaffirmed)

CRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL AAA/Stable (Reaffirmed)

CRISIL A1+

[ICRA] A1+

[ICRA] A1+

CRISIL A1+

CRISIL A1+

INR 27,000 lakhs

180 Days

180 Days

180 Days

180 Days

180 Days

180 DaysNCD

CRISIL AAA/Stable (Reaffirmed)

[ICRA] AAA (Stable)

Rs.27,000 lakhs

Rs.50,000 lakhs

Rs.40,000 lakhs

Name of the Rating Agency

CRISIL Ltd

ICRA Ltd

180 Days

180 Days

180 Days

CRISIL Ltd

CRISIL Ltd

CRISIL Ltd

CRISIL Ltd

Rating Assigned

CRISIL A1+

[ICRA] A1+ 90 Days

Amount

Rs.60,000 lakhs

Rs.30,000 lakhs

Rs.60,000 lakhs

CRISIL Ltd

ICRA Ltd

CRISIL Ltd

CRISIL Ltd

CRISIL Ltd INR 40,000 lakhs

INR 20,000 lakhs

INR 27,000 lakhs

INR 40,000 lakhs

INR 50,000 lakhs

CRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL Ltd

INR 50,000 lakhs

INR 10,000 lakhs

Amount

INR 40,000 lakhs

INR 40,000 lakhs

INR 40,000 lakhs

INR 50,000 lakhs

INR 20,000 lakhs

INR 40,000 lakhsCRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL AAA/Stable

CRISIL Ltd

CRISIL Ltd180 Days

CRISIL Ltd

CRISIL Ltd

60 Calendar Days

60 Calendar Days

CRISIL AAA/Stable

CRISIL Ltd

CRISIL Ltd

180 Days

CRISIL Ltd

ICRA Ltd

ICRA Ltd

CRISIL Ltd

INR 60,000 lakhs

INR 60,000 lakhs

Rating Assigned Rating Valid up to

60 Calendar days

60 Calendar Days

CRISIL Ltd

INR 40,000 lakhs

INR 60,000 lakhs

John Deere Financial India Private LimitedNotes forming part of financial statements

26.36 Provision for Contingencies:-Rs in lakhs

Particulars 31-Mar-21 31-Mar-20

Breakup of Provision and contingencies shown under the head Expenditure in Profit and loss Account

Provision for Depreciation on Investment (-) (-)

Provision towards NPA 2,162.66 2,087.00

Provision made towards Income tax 4,079.24 1,641.00

Other provision and contingencies –

Leave encashment 7.03 118.23

Gratuity 72.96 58.41

Provision for Standard Assets 2,638.41 958.40

26.37 Draw Down from ReservesThere has been no draw down from the Statutory Reserves under section 45-IC of The Reserve Bank of India Act, 1934, for the year ended 31 March 2021 and 2020.

26.38 Concentration of Deposits, Advances. Exposure and NPA’s

Concentration of Advances:(A) Rs in lakhs

Particulars 31-Mar-21

Total Advances to twenty largest borrowers 12,966.14

Percentage of Advances to twenty largest borrowers to Total advances 3.77%

Concentration of Exposures:(B) Rs in lakhs

Particulars 31-Mar-21

Total Exposure to twenty largest borrowers / customers 12,966.14

Percentage of Advances to twenty largest borrowers / customers to Total Exposure of the applicable NBFC on borrower/Customers 3.77%

Concentration of NPAs(C) Rs in lakhs

Particulars 31-Mar-21

Total Exposure to top four NPA accounts 163.69

(D) Sector- wise NPAs

Rs in lakhs

Sr No. Sector

Percentage ofNPAs to TotalAdvances in thatSector

1 Agriculture & allied activities 5.98%

2 MSME -

3 Corporate Borrowers -

4 Services -

5 Unsecured personal Loans -

6 Auto Loans -

7 Other personal loans -

John Deere Financial India Private LimitedNotes forming part of financial statements

Movement of NPAs Rs in lakhs

Particulars 31-Mar-21 31-Mar-20

(i) Net NPAs to Net Advances (%) 3.78% 4.69%

(ii) Movement of NPAs (Gross)

a) Opening balance 15,628.39 9,088.11

b) Additions during the year 10,451.52 11,318.62

c) Reductions during the year (6,575.19) (4,778.34)

d) Closing balance 19,504.72 15,628.39

(iii) Movement of Net NPAs

a) Opening balance 11,044.24 6,590.97

b) Additions during the year 5,308.59 7,902.00

c) Reductions during the year (3,594.92) (3,448.73)

d) Closing balance 12,757.91 11,044.24

(iv) Movement of provisions for NPAs (excluding provisions on standard Assets)

a) Opening balance 4,584.15 2,497.14

b) Provisions made during the Year 5,142.92 3,416.62

c) Write-off/ write-back of Excess provision (2,980.27) (1,329.61)

d) Closing balance 6,746.81 4,584.15

26.39 Overseas Assets (for those with Joint Ventures and Subsidiaries abroad)

This section is Not applicable to the Company

26.40 Off-balance Sheet SPVs sponsored

This section is Not applicable to the Company

26.41 Disclosures of Complaints:

Customer Complaints

Sr.No Particulars 31-Mar-21

a) No. Of Complaints pending at the beginning of the year 3

b) No. of complaints received during the year 36

c) No. of complaints redressed during the year 38

d) No. of complaints pending at the end of the year 1

John Deere Financial India Private LimitedNotes forming part of financial statements

26.42

Liabilities side : Rs in lakhs

ParticularsAmount

Outstanding as at31 March 2021

AmountOverdue as of

31st March 2021

1 Loans and advances availed by the non-banking financial company inclusive of interest accrued thereon but not paid:

Debentures : Secured - -

(-) (-)

: Unsecured* 123,131.28 -

(80,957.33) (-)

(other than falling within the meaning of public deposits) - -

(-) (-)

Deferred Credits - -

(-) (-)

Term Loans 88,590.10 -

(61,153.63) (-)

Inter-corporate loans and borrowing 24,946.16 (-)

(-) -

Commercial Paper** - -

(30,000.00) (-)

(f) Public Deposits - -

Other Loans - -

-ECB 12,501.45 -

(12,827.66) (-)

- Working capital loan 17,537.70 -

(11,526.61) (-)

* Loan amount is excluding unamortized debt cost

** Commercial papers at gross value

2 Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued there on but not paid):

In the form of Unsecured debentures - -

(-) (-)

In the form of partly secured debentures i.e. debentures where there is a shortfall in the value of security - -(-) (-)

Other public deposits - -(-) (-)

Note: Figures in the brackets represents figures for previous year.

Assets side :

Particulars

3 Break-up of Loans and Advances including bills receivables [other than those included in (4) below] :

(b)

Amount outstanding as at31 March 2021

Unsecured(-)

(c)

(d)

Disclosures as required in terms of Annex I in accordance with Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 updated as on 17th Feb 2020 issued by ReserveBank of India (RBI)

(a)

(b)

(g)

(c )

(e)

Secured

(a)

-(a)

(-) -

John Deere Financial India Private LimitedNotes forming part of financial statements

(i)

(ii)

(iii)

5

Current Investments:

1)

(b)

2)

1)

Disclosures in terms of Annex I in accordance with Master Direction issued by Reserve Bank of India (RBI) (continued)

(a) 1,192.29

Other loans counting towards AFC activities

(-)

Shares

(943.20)

(i) -

(-)

Quoted :

Shares

-

(-)

(b)

Unquoted :

(i)

-

(iii)

(iv)

(iv)

Preference

Debentures and Bonds

(a)

(v)

(b)

Debentures and Bonds

Units of mutual funds

Government Securities

(ii)

(iii)

- (-)

(iv)

(iii)

(-)

4

(-)

- (-)

(b) -

(-)

-

343,171.71

(a)

Equity

Preference

-

(-)

Others (please specify)

-

Long Term investments :

-

(b) -

-

-

(-)

Assets on hire

Operating lease

Stock on hire including hire charges under sundry debtors:

-

-

Debentures and Bonds

(-)

Equity

(v)

Equity(a)

(-)

(ii) -

(-)

Government Securities

(-)

-

(-)

Units of mutual funds

Others (please specify)

Shares(i)

Units of mutual funds

Government Securities

Others (please specify)

(ii)

(v)

-

(-)

(a)

(-)

-

(-)Preference

-

Lease assets including lease rentals under sundry debtors :

Financial lease

(-)

-

(-)

- (-)

- (-)

- (-)

(b)

(-)

(237,952.76)

Loans where assets have been repossessed

Loans other than (a) above

Break-up of Investments:

Quoted :

Repossessed Assets

Break up of Leased Assets and stock on hire and other assets counting towards AFC activities

(a)

John Deere Financial India Private LimitedNotes forming part of financial statements

5

2)

6 Borrower group-wise classification of assets financed as in (3) and (4) above:Rs in lakhs

Secured Unsecured Total1)

- - -

(-) (-) (-)

- - -

(-) (-) (-)

- - -

(-) (-) (-)

344,364.00 - 344,364.00

(238,895.96) (-) (238,895.96)

344,364.00 - 344,364.00

(238,895.96) (-) (238,895.96)

Note: Figures in the brackets represents figures for previous year

7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Rs in lakhs

1)

Companies in the same group

Other related parties

Other than related parties

Total

Note: Figures in the brackets represents figures for previous year

Disclosures in terms of Annex I in accordance with Master Direction issued by Reserve Bank of India (RBI) (continued)

(ii)

Unquoted :

Shares

Equity

(v)

(b)

(i)

(a)

Amount net of provisions

-

Category

Debentures and Bonds

Category

-

-

(-)

Companies in the same group

Units of mutual funds

Government Securities

(-)

-

(-)

Market Value/Break up or fairvalue or NAV

2)-

(-)

-(-)

-

(-)

-(-)

(-)

Others (please specify)

(c)-

-

(-)

(-)(-)

Related Parties

(-)

(-)

Subsidiaries

(-)

--

Book Value (Net of Provisions)

(iii)

(b)

(a)-

(iv)

Related Parties

(a) Subsidiaries

(c) Other related parties

2)

Total

(b)

(-)

(-)

-

Other than related parties

Preference

-

(-)

-

Break-up of Investments:

Long Term investments :

-

John Deere Financial India Private LimitedNotes forming part of financial statements

8

Particulars

Note: Figures in the brackets represents figures for previous year

26.43

(i)

Rs in lakhs

Sr. No. Amount% of Totaldeposits

% of TotalLiabilities (i.e.excluding Eq.and Reserve)

1 263,245 - 95.76%

(ii)

(iii)

Rs in lakhs% of Total

Borrowings96.20%

(iv) Rs in lakhs

Sr.no Amount

% of TotalLiabilities (i.e.excluding Eq.and Reserve)

1 120,000 43.65%

2 100,845 36.68%

3 24,900 9.06%

5 17,500 6.37%263,245

Disclosures in terms of Annex I in accordance with Master Direction issued by Reserve Bank of India (RBI) (continued)

Funding Concentration based on significant counterparty (both deposits and borrowings)

Number of Significant Counterparties

Inter Corporate Deposits

253,245.00

Total

11

Top 20 large deposits (amount in ₹ Lakhs and % of total deposits) : Not Applicable

Top 10 borrowings (amount in ₹ Lakhs and % of total borrowings)

*Borrowings exclude accrued interest, unamortized debt issuance cost

(15,628.39)

Related parties

Other than related parties

Net Non-Performing Assets

Related parties

Working capital loan

Assets acquired in satisfaction of debt-

(-)

Liquidity risk framework as per Appendix I of DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 dated 4th November 2019

(11,044.24)

(a)(-)

(b) 19,504.72

Name of the instrument/product

Non-convertible debentures

(i) Gross Non-Performing Assets

Amount

(-)

Rs. in lakhsOther information

Amount

Term Loan

-

Other than related parties(b) 12,757.91

(iii)

(a)-

(ii)

Funding Concentration based on significant instrument/product

John Deere Financial India Private LimitedNotes forming part of financial statements

(v)

Rs in lakhsSr.no Amount % of Total

Public Funds% of TotalLiabilities

% of TotalLiabilities(excluding Eq.and Reserve)

% of Total Assets

1 - - - - -

Rs in lakhsSr.no Amount % of Total

Public Funds% of TotalLiabilities

% of TotalLiabilities(excluding Eq.and Reserve)

% of Total Assets

1 - - - - -

Rs in lakhsSr.no Amount % of Total

Public Funds% of TotalLiabilities

% of TotalLiabilities(excluding Eq.and Reserve)

% of Total Assets

1 70,000 26.59% 20.21% 25.46% 20.21%

2 24,900 9.46% 7.19% 9.06% 7.19%

3 17,500 6.65% 5.05% 6.37% 5.05%

4 15,900 6.04% 4.59% 5.78% 4.59%

(vi) Institutional set-up for liquidity risk management :ALCO committee, ALCO support committee meets periodically to review cash position and take necessary actions .

Name of the instrument/product

Working Capital Loan

Non-convertible debentures- becoming due within next 1 year

Non-convertible debentures

Commercial papers as a % of total public funds, total liabilities and total assets

Name of the instrument/product

Other short-term liabilities, if any as a % of total public funds, total liabilities and total assets

Inter Corporate Deposits

Non-convertible debentures (original maturity of less than one year) as a % of total public funds, total liabilities and total assets

Commercial papers (Gross of unamortized discount)

Stock Ratios:

Term Loans-becoming due within next 1 year

Name of the instrument/product

John Deere Financial India Private LimitedNotes forming part of financial statements

26.44

Rs in lakhs

Asset classificationas per Ind AS 109

Gross CarryingAmount as perInd AS *

Loss Allowances(Provisions) asrequired underInd AS 109

Net carryingAmount

Provisions requiredas per IRACP norms

Differencebetween Ind AS109 provisionsand IRACP norms

(2) (3) (4) (5) = (3) - (4) (6) (7) = (4)- (6)

Stage 1 310,044.56 2,817.38 307,227.18 1,225.07 1,592.31

Stage 2 18,944.11 1,087.37 17,856.74 75.09 1,012.28

328,988.67 3,904.75 325,083.92 1,300.16 2,604.59

Stage 3 14,977.26 3,990.81 10,986.45 1,484.49 2,506.32

Stage 3 3,207.20 1,936.26 1,270.94 634.61 1,301.65

Stage 3 1,320.26 819.73 500.53 391.75 427.98

Stage 3 - - - - -

4,527.46 2,755.99 1,771.47 1,026.36 1,729.63

Stage 3 -

19,504.72 6,746.81 12,757.91 2,510.85 4,235.95

Stage 1 - - - - -

Stage 2 - - - - -

Stage 3 - - - - -

- - - - -

Stage 1 310,044.56 2,817.38 307,227.18 1,225.07 1,592.31

Stage 2 18,944.11 1,087.37 17,856.74 75.09 1,012.28

Stage 3 19,504.72 6,746.81 12,757.91 2,510.85 4,235.95

Total 348,493.39 10,651.55 337,841.83 3,811.01 6,840.54

Substandard

More than 3 years

* The gross carrying amount excludes revenue received in advance INR 4,129.38 lakhs as on March 2021

Total

Subtotal

Standard

Other items such as guarantees, loan commitments, etc. which are in the scope ofInd AS 109 but not covered under current Income Recognition, Asset Classificationand Provisioning (IRACP) norms

Subtotal for doubtful

1 to 3 years

Template for Disclosure in Notes to Financial Statements with reference to circular no.RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13 March 2021

Sub-total

Asset Classification as per RBI Norms

(1)

Doubtful - up to 1 year

Loss

Subtotal for NPA

Performing Assets

Non-Performing Assets (NPA)

John Deere Financial India Private LimitedNotes forming part of financial statements

26.45

A.

Rs in Lakhs

Amounts

14,102.68

Outstanding Loan 56,893.36

B. Rs in LakhsNumber ofcontracts

OutstandingLoan

Classification benefit extended* NIL NIL

C. Rs in Lakhs

Amount

487.57

D. Rs in Lakhs

Amount

NIL

Disclosure in Notes to Financial Statements with reference to Para 10 of circular no.RBI/2019-20/220 DOR.No.BP.BC.63/21.04.048/2019-20 dated 17 April 2020

Amounts in overdue categories, where the moratorium/deferment was extended:

Particulars

Installment amount for which moratorium is extended

Respective amount where asset classification benefits is extended :

Particulars

Provisions made during the Q4FY2020 in terms of paragraph 5 of circular :

Particulars

Provision held for Substandard assets

Provisions adjusted during the respective accounting periods against slippages and the residual provisions in terms of paragraph 6 of circular :

Particulars

Provision Adjusted during the accounting period

*As per RBI circular RBI/2021-22/17 DOR.STR.REC.4/21.04.048/2021-22 dated 7th April 2021, asset classification for the period commencing September 1, 2020 shall be as per IRAC norms in respectof account where moratorium was granted.

John Deere Financial India Private LimitedNotes forming part of financial statements

26.46

26.47

26.48

In terms of our report attached For and on behalf of the Board of Directors

For B S R & Associates LLP John Deere Financial India Private Limited

Chartered Accountants CIN: U65923PN2011PTC141149

Firm Reg. No. 116231W/W-100024

Anant Marwah Abhay Dhokte Ajit JainPartner Managing Director Director

Membership No. 510549 (DIN 08481252) (DIN 07021106 )

Vaishnavi Suratwala Girish Sivaramakrishnan

Company Secretary Chief Financial Officer

Place: New Delhi Place: Pune

Date: 05 May 21 Date: 05 May 21

The Company has established a system of maintenance of information and documents as required by the transfer pricing legislation under Section 92-92F of the Income Tax Act, 1961. The Companyis in the process of updating the documentation for the financial year 2020-21. The management is of the opinion that its international transactions are at arm's length and accordingly the aforesaidlegislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

In accordance with the RBI notification No. DNBS.PD.CC. No. 256/03.10.042/2011-12 dated March 2, 2012, No fraud was detected and reported during the financial year ended 31 March 2021 (31March 2020 -Nil)

The amount to be refunded/adjusted in respect of the borrowers based on the reliefs for the year ending March 31, 2021 as per RBI circular no.RBI/2021-22/17 DOR.STR.REC.4/21.04.048/2021-22dated 7 April 2021 is provisionally estimated to be INR 462.92 Lakhs. This amount has been provided as on 31st March 2021.

ABHAY DINKAR DHOKTE

Digitally signed by ABHAY DINKAR DHOKTE Date: 2021.05.05 16:05:44 +05'30'

VAISHNAVI BHUPENDRA SURATWALA

Digitally signed by VAISHNAVI BHUPENDRA SURATWALA Date: 2021.05.05 16:11:52 +05'30'

AJIT PRAKASH JAIN

Digitally signed by AJIT PRAKASH JAIN Date: 2021.05.05 16:40:04 +05'30'

Digitally signed by GIRISH SIVARAMAKRISHNANDN: cn=GIRISH SIVARAMAKRISHNAN, c=IN,

o=Personal,email=sivaramakrishnangirish@gmail.com

Date: 2021.05.05 16:57:13 +05'30'

ANANT MARWAHDigitally signed by ANANT MARWAH Date: 2021.05.05 19:43:21 +05'30'