L&T Finance : Information Memorandum for issue of upto 1,00,00,000 CRPS

L&T FINANCE HOLDINGS LIMITED

CIN L67120MH2008PLC181833

A public limited company incorporated under the Companies Act, 1956 whose equity shares are listed on the BSE Limited and National Stock Exchange of India

Limited and existing preference shares are listed on the BSE Limited.

Registered Office: Brindavan, Plot No. 177, C.S.T Road, Kalina, Santacruz (East) Mumbai 98

Tel: [phone] Fax: [phone]

Company Secretary and Compliance Officer: Ms. Apurva Rathod; Tel: [phone];

Fax: [phone]; Email: [e-mail]; Website: www.ltfs.com

INFORMATION MEMORANDUM DATED SEPTEMEBR 11, 2019

LISTING BY L&T FINANCE HOLDINGS LIMITED ("ISSUER" OR "COMPANY") OF LISTED CUMULATIVE NON- CONVERTIBLE REDEEMABLE PREFERENCE SHARES WITH A FACE VALUE OF INR 100 EACH (THE "NCRPS"), OF INR 25,00,00,000 (RUPEES TWENTY FIVE CRORES) AT PAR ("BASE ISSUE"), WITH AN OPTION TO RETAIN OVERSUBSCRIPTION BY WAY OF GREEN SHOE OPTION UP TO INR 75,00,00,000 (INDIAN RUPEES SEVENTY FIVE CRORES), AGGREGATING TO INR 100,00,00,000 (INDIAN RUPEES ONE HUNDRED CRORES) ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"). THIS ISSUE WILL BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON A PRIVATE PLACEMENT BASIS IN ACCORDANCE WITH SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULAR DATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED ("SEBI EBP CIRCULARS"), TOGETHER WITH THE UPDATED OPERATIONAL GUIDELINES "FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN ELECTRONIC BOOK MECHANISM" ISSUED BY BSE BY THEIR NOTICE NUMBER 20180928-24 DATED 28 SEPTEMBER 2018 ("BSE EBP GUIDELINES"). THE COMPANY INTENDS TO USE THE BSE'S BID PLATFORM FOR THIS ISSUE ("BSE EBP PLATFORM"). THE NCRPS WILL BE LISTED ON BSE LIMITED. THIS DOCUMENT PROVIDES DISCLOSURES IN ACCORDANCE WITH THE SEBI (ISSUE AND LISTING OF NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES) REGULATIONS, 2013, AS AMENDED ("SEBI NCRPS REGULATIONS") AND PROVIDES CERTAIN ADDITIONAL DISCLOSURES.

GENERAL RISK

INVESTORS ARE ADVISED TO READ THE SECTION TITLED "RISK FACTORS" CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR THE PURPOSES OF TAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND OF THE ISSUE INCLUDING, THE RISKS INVOLVED. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL, REGULATORY, TAX, FINANCIAL AND/OR ACCOUNTING ADVISORS ABOUT RISKS ASSOCIATED WITH AN INVESTMENT IN SUCH NCRPS AND THE SUITABILITY OF INVESTING IN SUCH NCRPS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. INVESTMENT IN THESE NCRPS INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS ISSUE UNLESS THEY CAN AFFORD TO TAKE THE RISK OF LOSING THEIR INVESTMENT. IDENTIFIED INVESTORS ARE ADVISED TO READ THIS INFORMATION MEMORANDUM CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST USE THEIR OWN JUDGMENT AND RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE ISSUE INCLUDING THE RISKS INVOLVED.

INSTRUMENTS OFFERED THROUGH THE OFFER DOCUMENT ARE NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES AND NOT DEBENTURES/BONDS. THEY ARE RISKIER THAN DEBENTURES/BONDS AND MAY NOT CARRY ANY GUARANTEED COUPON AND CAN BE REDEEMED ONLY OUT OF THE DISTRIBUTABLE PROFITS OF THE COMPANY OR OUT OF THE PROCEEDS OF A FRESH ISSUE OF SHARES MADE, IF ANY, BY THE COMPANY, OR OTHERWISE AS PERMITEED UNDER APPLICABLE LAWS, FOR THE PURPOSE OF REDEMPTION.

LISTING

THE NCRPS ARE PROPOSED TO BE LISTED ON THE WHOLESALE DEBT MARKET SEGMENT OF BSE ("STOCK EXCHANGE") AND BSE SHALL BE THE DESIGNATED STOCK EXCHANGE FOR THE ISSUE. THE ISSUER SHALL COMPLY WITH THE REQUIREMENTS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE "SEBI LODR REGULATIONS") TO THE EXTENT APPLICABLE TO IT ON A CONTINUOUS BASIS.

CREDIT RATINGS

The NCRPS have been rated 'CARE AAA (RPS) ("CARE TRIPLE A rating with stable outlook")' by CARE pursuant to the revalidation letter dated September 10, 2019. CARE's 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. CARE has based its ratings on information obtained from sources believed by it to be accurate and reliable. CARE 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 CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

REGISTRAR TO THE ISSUE	ARRANGER

Link Intime India Pvt. Ltd.			Trust Investment Advisors Private Limited
C 101, 247 Park			109/110, Balarama
L.B.S Marg, Vikhroli (West)			Bandra Kurla Complex
Mumbai 400 083			Bandra (E), Mumbai 400 051
Tel: [phone]			Tel: [phone]
Fax: [phone]			Fax: [phone]
Email: [e-mail]			Email: [e-mail]
	ISSUE PROGRAMME
Issue Opening Date	Issue Closing Date		Pay-In Date		Date of Allotment
September 13, 2019	September 13, 2019		September 16, 2019		September 16, 2019

The Issue shall be subject to the provisions of the Companies Act (as defined below), the rules notified thereunder, the SEBI NCRPS Regulations, the Memorandum and Articles of Association of the Issuer, the terms and conditions of the Information Memorandum filed with the Stock Exchange and other documents in relation to the Issue.

	IM
	For Private Circulation only
TABLE OF CONTENTS
DISCLAIMERS ..........................................................................................................................	2
DEFINITIONS/ ABBREVIATIONS/ TERMS USED ..............................................................	7
RISK FACTORS ......................................................................................................................	10
GENERAL INFORMATION ...................................................................................................	48
INFORMATION ABOUT THE COMPANY ..........................................................................	51
DISCLOSURES RELATING TO WILFUL DEFAULT .........................................................	72
DIVIDEND POLICY................................................................................................................	76
STATEMENT OF TAX BENEFITS........................................................................................	77
TERMS OF THE ISSUE ..........................................................................................................	80
INFORMATION RELATING TO TERMS OF OFFER .........................................................	89
REGULATIONS AND POLICIES ........................................................................................	100
INSPECTION OF DOCUMENTS .........................................................................................	101
DECLARATION ....................................................................................................................	102
ANNEXURE A.......................................................................................................................	103
ANNEXURE B .......................................................................................................................	106
ANNEXURE C .......................................................................................................................	185
ANNEXURE D.......................................................................................................................	186
ANNEXURE E .......................................................................................................................	187
ANNEXURE F .......................................................................................................................	190
ANNEXURE G.......................................................................................................................	191
ANNEXURE H.......................................................................................................................	193
ANNEXURE I ........................................................................................................................	195
ANNEXURE J ........................................................................................................................	198

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IM

For Private Circulation only

DISCLAIMERS

THIS INFORMATION MEMORANDUM ("IM" or "INFORMATION MEMORANDUM") IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS IM DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE NCRPS TO THE PUBLIC IN GENERAL. APART FROM THIS IM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS THIS IM REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS IM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE

DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE NCRPS TO THE PUBLIC IN GENERAL.

THIS IM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE COMPANY AND TERMS AND CONDITIONS, INCLUDING THE NATURE OF THE NCRPS, TO IDENTIFIED INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE NCRPS. THIS IM HAS BEEN PREPARED IN ACCORDANCE WITH THE PROVISIONS OF THE SEBI NCRPS REGULATIONS AND APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE RULES THEREUNDER. THIS IM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY IDENTIFIED INVESTOR MAY REQUIRE. NEITHER THIS IM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE NCRPS IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD ANY RECIPIENT OF THIS IM CONSIDER SUCH RECEIPT A RECOMMENDATION TO SUBSCRIBE TO ANY NCRPS. EACH INVESTOR CONTEMPLATING THE SUBSCRIPTION OF ANY NCRPS SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY. IDENTIFIED 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 NCRPS AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF THE INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE NCRPS IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS IM AND APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER FOR SALE TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT. NONE OF THE INTERMEDIARIES OR THEIR RESPECTIVE AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE COMPANY OR THE FACTORS AFFECTING THE NCRPS OR HAVE ANY RESPONSIBILITY TO ADVISE ANY PROSPECTIVE INVESTOR OR IDENTIFIED INVESTOR IN THE NCRPS OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES OR THEIR RESPECTIVE AGENTS OR ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS IM OR IN ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY IDENTIFIED INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE INTERMEDIARIES AND THEIR RESPECTIVE AGENTS OR ADVISORS ASSOCIATED WITH THIS IM HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN.

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IM

For Private Circulation only

ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY, AGENT OR ADVISOR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY. ACCORDINGLY, ALL SUCH INTERMEDIARIES AND THEIR RESPECTIVE AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THIS ISSUE.

THIS INFORMATION MEMORANDUM AND THE CONTENTS HEREOF ARE RESTRICTED FOR PROVIDING INFORMATION UNDER SEBI NCRPS REGULATIONS. AN OFFER OF PRIVATE PLACEMENT SHALL BE MADE BY THE ISSUER BY WAY OF ISSUE OF THE PPOAL (DEFINED BELOW) TO THE SUCCESSFUL BIDDERS WHO HAVE BEEN ADDRESSED THROUGH A COMMUNICATION BY THE ISSUER, AND ONLY SUCH RECIPIENTS ARE ELIGIBLE TO APPLY TO THE NCRPS. ALL ELIGIBLE PARTICIPANTS ARE REQUIRED TO COMPLY WITH THE RELEVANT REGULATIONS/ GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THIS ISSUE. THE CONTENTS OF THIS INFORMATION MEMORANDUM AND ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THIS INFORMATION MEMORANDUM OR THE NCRPS ARE INTENDED TO BE USED ONLY BY THOSE ELIGIBLE PARTICIPANTS TO WHOM IT IS DISTRIBUTED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED OR DISSEMINATED BY THE RECIPIENT.

THE CONTENTS OF THIS IM ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS SPECIFICALLY BEEN ADDRESSED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT.

THE PERSON TO WHOM A COPY OF THIS IM IS SENT IS ALONE ENTITLED TO APPLY FOR THE NCRPS. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS IM HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE IM AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE REJECTED.

THE PERSON WHO IS IN RECEIPT OF THIS IM SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

EACH PERSON RECEIVING THIS IM ACKNOWLEDGES THAT SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO:

1. REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INVESTOR TO BE NECESSARY; AND
2. VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; AND
3. UNDERSTAND THE NATURE OF THE NCRPS AND THE RISKS INVOLVED IN INVESTING IN THEM INCLUDING FOR ANY REASON HAVING TO SELL THEM OR BE MADE TO REDEEM THEM BEFORE THE REDEMPTION DATE

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