L&T Finance : Postal Ballot Notices-NCRPS

July 20, 2021

National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	Corporate Relations Department,
Plot No. C/1, G Block,	1st Floor, New Trading Ring,
Bandra - Kurla Complex, Bandra (East),	P. J. Towers, Dalal Street,
Mumbai - 400 051.	Mumbai - 400 001.
Company Symbol: L&TFH	Security Code No.: 533519

Kind Attn: Head - Listing Department / Department of Corporate Communications

Dear Sir / Madam,

Sub: Submission of Postal Ballot Notices

With reference to our letters dated June 30, 2021 and July 16, 2021 with respect to modification of the terms of issue of non-convertible redeemable preference shares ("NCRPS") issued by the Company, please find enclosed the copies of the Postal Ballot Notices which is being sent through electronic mode to the NCRPS holders as on Friday, July 16, 2021, for relevant series of NCRPS (bearing ISIN numbers INE498L04100, INE498L04118, INE498L04126, INE498L04134, INE498L04142, INE498L04159, INE498L04167), who have registered their e-mail addresses with the Company, National Securities Depository Limited or Central Depository Services (India) Limited.

The Postal Ballot Notices are being hosted on the Company's website www.ltfs.com, in terms of Regulation 30 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In accordance with the regulatory requirement, the voting on the Postal Ballot will be through remote e-voting facility. The remote e-voting period commences from Friday, July 23, 2021 at 9:30 A.M. and ends on Saturday, August 21, 2021 at 5:00 P.M. The communication of assent or dissent of the NCPRS holders would take place only through the remote e-voting system.

We request you to take the aforesaid on record and the same be treated as compliance under the applicable provisions of the Listing Regulations.

Thanking you,

Yours faithfully,

For L&T Finance Holdings Limited

Apurva Rathod

Company Secretary and Compliance Officer

Enclosed: as above

L&T Finance Holdings Limited

Registered Office: Brindavan, Plot No. 177, CST Road, Kalina, Santacruz (East),

Mumbai - 400 098, Maharashtra, India. CIN: L67120MH2008PLC181833

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

POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 and Rule 22 of the Companies

(Management and Administration) Rules, 2014

Dear NCRPS Holder(s),

NOTICE is hereby given pursuant to the provisions of Sections 48, 55, 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 as amended ("Companies Act"), Rule 9(6) of the Companies (Share Capital and Debentures) Rules 2014, as amended, and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended ("MAR Rules"), Secretarial Standard on general meetings, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI LODR Regulations") and other

applicable laws and regulations, that approval on the resolution annexed hereunder is proposed to be obtained from the holders of listed, cumulative, non-convertible, compulsorily redeemable preference shares issued by L&T Finance Holdings Limited ("Company") on May 17, 2019 with ISIN INE498L04100 for an outstanding value of ₹145,40,00,000 (Rupees one hundred and forty five crore and forty lakhs) ("NCRPS"), by way of postal ballot ("Postal Ballot") using remote electronic voting ("e-voting"). The details of the NCRPS are set out in the table below:

Series	ISIN	Rate of	Total Amount	Issue Date	Original Date of
		Dividend	Outstanding		Redemption
			(₹ in Crores)
Series 1	INE498L04100	8.00%	145.40	May 17, 2019	November 17, 2022

The draft resolution is set out under section "Special Business" below and Explanatory Statement pursuant to Section 102 of the Companies Act, setting out the material facts and reasons for the proposed resolution is appended below for consideration of the holders of NCRPS ("NCRPS Holders").

Under Rule 22 of the MAR Rules, variation in the rights attached to a class of shares or debentures or other securities as specified under Section 48 of the Companies Act can be transacted only by means of voting through postal ballot. The NCRPS Holders as on Friday, July 16, 2021 ("Cut Off Date") shall be entitled to vote for the resolution. The votes of the NCRPS Holders shall be taken into account for determining whether the resolution for NCRPS has been approved or not.

Due to COVID-19 outbreak, the Ministry of Corporate Affairs, Government of India ("MCA") by its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, and General Circular No. 10/2021 dated June 23, 2021 (collectively "MCA Circulars") prescribed the process for convening of an extraordinary general meeting ("EGM") and passing of resolutions through postal ballot up to December 31, 2021. Pursuant to the MCA Circulars, companies have been advised to adhere to the social distancing norms laid

down by the Government of India and take all decisions which require the approval of the shareholders, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting in accordance with the provisions of the Companies Act until December 31, 2021. The MCA Circulars further provide that on account of difficulties faced, the communication of assent/dissent of the shareholders in the postal ballot will take place only through e-voting. The requirements provided under Rule 20 of the MAR Rules relating to e-voting is applicable mutatis mutandis for passing of resolutions through postal ballot.

This notice is accordingly being issued in compliance with the MCA Circulars ("Postal Ballot Notice"). This Postal Ballot Notice will be sent only through email to all the NCRPS Holders who have registered their email addresses with the Company or depository/depository participants and the physical Postal Ballot Notice (along with postal ballot forms) and pre-paid business envelope through post will not be sent to the NCRPS Holders. The communication of assent/dissent of the NCRPS Holders will take place only through the e-voting system.

For voting through electronic means in accordance with the facility arranged by the Company, NCRPS Holders are requested to read the instructions in the Notes under the section "Instructions for Voting through Electronic Means" of this Postal Ballot Notice.

SERIES 1 - INE498L04100

1

SPECIAL BUSINESS

Item No. 1 - Approval for modification of the terms and conditions of listed, cumulative, non-convertible, compulsorily redeemable, preference shares of the Company issued on May 17, 2019 with ISIN INE498L04100 ("NCRPS").

To consider, and if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION ("Resolution for NCRPS"):

"RESOLVED THAT pursuant to the provisions of Sections 48, 55, 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, as amended ("Companies Act"), Rule 9(6) of the Companies (Share Capital and Debentures) Rules 2014, as amended, the Companies (Management and Administration Rules) 2014 as amended ("MAR Rules") and other applicable rules made thereunder, the provisions of the Memorandum of Association and the Articles of Association of the Company and the terms of 8% listed, cumulative, non-convertible, compulsorily redeemable, preference shares of the Company issued on May 17, 2019 with ISIN INE498L04100 for an outstanding value of ₹145,40,00,000 (Rupees one hundred and forty five crore and forty lakhs) ("NCRPS") issued pursuant to information memorandum dated May 14, 2019 ("IM") and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI

LODR Regulations"), the listing agreement entered into by the Company with BSE Limited being the stock exchange on which the NCRPS are listed, the provisions of the Foreign Exchange Management Act, 1999, as amended and rules and regulations framed there under, as applicable, and subject to other applicable rules, regulations and guidelines issued by the Ministry of Corporate Affairs ("MCA"), Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), Government of India ("GoI"), stock exchanges and / or any other competent authorities (herein referred to as "Applicable Regulatory Authorities"), from time to time and to the extent applicable, and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the applicable Regulatory Authorities in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals, permissions, consents and/or sanctions, which may be agreed to by the Board of Directors ("Board", which term shall include a duly authorised committee/authorised persons thereof), and notwithstanding anything to the contrary contained in any agreement, contract, or any other document executed prior to the date hereof, the consent, authority and approval of the Company be and is hereby accorded to modify the terms and conditions of the NCRPS as set out below ("Amendment to the NCRPS Terms"), prepone the redemption of the NCRPS accordingly and amend the IM dated May 14, 2019, to the extent required.

Particulars	Existing provision in the IM	Proposed provision
Redemption Date	November 17, 2022	October 19, 2021
Redemption Price	₹100 per NCRPS	₹105.4092 per NCRPS (including dividend accrued
		but not paid from the previous Dividend Payment
		Date and Redemption Premium)
Redemption Amount	₹100 per NCRPS plus any Dividend	₹105.4092 per NCRPS (including dividend accrued
per NCRPS	accrued but not paid from any previous	but not paid from the previous Dividend Payment
	Dividend Payment Date	Date and Redemption Premium)
Record Date	15 days prior to each Dividend Payment	15 days prior to the revised Redemption Date set
	Date and the Redemption Dates	out above, being October 4, 2021

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution for NCRPS, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient including application to any Applicable Regulatory Authority to give effect to the Postal Ballot and negotiate / modify / execute/ deliver and / or sign any declarations, notices, letters, forms, agreements, deeds, forms and such other documents as may be necessary in this regard and to resolve and settle any questions and difficulties that may arise in the proposed Amendment to the NCRPS terms without being required to seek any further consent or approval of the NCRPS Holders.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to a committee of the Board or any such persons

as the Board may deem fit in its absolute discretion, with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Amendment to the NCRPS Terms and settle any questions or difficulties that may arise in regard to the same.

	By Order of the Board of Directors
	For L&T Finance Holdings Limited
	Apurva Rathod
Date: July 16, 2021	Company Secretary
Place: Mumbai	ACS 18314

Registered Office:

Brindavan, Plot No. 177,

C.S.T Road, Kalina, Santacruz (East),

Mumbai - 400 098

Maharashtra, India

2	SERIES 1 - INE498L04100

Notes:

1. The Explanatory Statement as required under Section 102 of the Companies Act is annexed to the Postal Ballot Notice. A copy of the Postal Ballot Notice is also available on the website of the Company atwww. ltfs.com.
2. In view of the continuing COVID-19 pandemic, the MCA has by the MCA Circulars prescribed the process for convening of an extraordinary general meeting ("EGM") and passing of resolutions through postal ballot, without physical presence of the shareholders at a common venue, subject to the compliance of various conditions mentioned therein. In compliance with the Companies Act and SEBI LODR Regulations, the approval of the NCRPS Holders for the Resolution for NCRPS as set out above is sought through Postal Ballot.
3. Members are required to vote through e-voting only. The facility for e-voting in respect of the business to be transacted by way of Postal Ballot is being provided by the Company through Central Depository Services (India) Limited ("CDSL"). Necessary arrangements have been made by the Company with CDSL to facilitate e-voting. The detailed procedure with respect to e-voting is mentioned below.
4. The Company has appointed M/s. Alwyn Jay and Co. (Firm Registration No: P2010MH021500, Peer Review Certificate No: 621/2019) as the Scrutinizer for scrutinizing the e-voting process to ensure that the process is carried out in a fair and transparent manner.
5. The voting period begins at 9.30 am (IST) on Friday, July 23, 2021 and ends on Saturday, August 21, 2021 at 5:00 p.m. (IST). During this period, the NCRPS Holders, as on the Cut Off Date i.e. Friday, July 16, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting on Saturday, August 21, 2021 at 5:00 p.m. (IST) ("Final Voting Time").
6. The e-voting needs to be exercised before 5:00 p.m. (IST) on Saturday, August 21, 2021. No request for voting or emails or e-voting received after the Final Voting Time will be counted for the purposes of determining the Resolution for NCRPS and will be strictly treated as if the reply from such NCRPS Holders has not been received.

1. A person, whose name is recorded in the register of beneficial owners maintained by the depositories as on Cut Off Date shall be entitled to avail the facility of e-voting for NCRPS.
2. The Postal Ballot Notice is being sent only by electronic mode to those NCRPS Holders whose e-mail addresses are registered with the Company/Depositories as on the Cut Off Date. Voting rights shall be reckoned on the paid-up value of each NCRPS registered in the names of the NCRPS Holders as at the Cut Off Date. A person who is not a NCRPS Holder as on the Cut Off Date should treat this Postal Ballot Notice for information purposes only. NCRPS Holders may please note that the Postal Ballot Notice will also be available on the Company's website at www.ltfs.comand the website of BSE Limited at www.bseindia.comand the website of CDSL at www.evotingindia.com.
3. In case of joint holders, only such joint holder whose name stands first in the register of beneficial owners as on Cut-Off date as received from National Securities Depository Limited ("NSDL")/CDSL (collectively referred to as "Depositories") in respect of such joint holding will be entitled to vote.
4. The voting on items included in the Postal Ballot Notice cannot be exercised through proxy.
5. The Resolution for NCRPS, if passed by the requisite 3/4th majority, shall be deemed to have been passed on the last date specified by the Company for receipt of e-voting i.e. Saturday, August 21, 2021 and shall be binding on all the NCRPS holders, subject to applicable laws.
6. NCRPS Holders can seek their own advice prior to voting. The Company will not be liable for any cost or consequence of any reliance thereon by any NCRPS Holder.
7. All the material documents (including the information memorandum for the NCRPS) referred to in the Explanatory Statement will be available for inspection electronically from the date of dispatch of Notice till Saturday, August 21, 2021. Members seeking to inspect such documents are requested to write to the Company at [e-mail].

SERIES 1 - INE498L04100

3

INSTRUCTIONS FOR VOTING THROUGH ELECTRONIC MEANS

1. Procedure and instructions for individual NCRPS Holders holding NCRPS in dematerialized form

Type of		Login Method
Members
Individual	1) Users opting for CDSL's Easi
NCRPS Holders	/ Easiest facility, can login
holding	through	their	existing	User
securities in	ID and password. Option will
dematerialized	be made available to reach
form with	e-voting page without any
CDSL	further	authentication. The
	URLs for users to login to
	Easi / Easiest are https://web.
	cdslindia.com/myeasi/home/
	login or www.cdslindia.com
	and click on Login icon and
	select New System Myeasi.
	2) After successful login, the
	Easi / Easiest user will be able
	to see the e-voting Menu. On
	clicking the e-voting menu,
	the user will be able to see
	his / her holdings along
	with links of the respective
	e-voting service provider
	("ESP")	i.e.,	CDSL/ NSDL/
	KARVY/ LINK INTIME as per
	information provided by the
	Company. Additionally, links
	are available with the	ESPs,
	so that the user can visit the
	ESPs site directly.
	3) If the user is not registered for
	Easi/Easiest facility, option to
	register is available at https://
	web.cdslindia.com/myeasi./
	Registration/ EasiRegistrat
	4) Alternatively, the user can
	directly access e-voting page
	by providing DP ID & Client ID
	and PAN from a link available
	on	https://evoting.cdslindia.
	com/Evoting/EvotingLogin.
	The system will authenticate
	the user by sending OTP on
	the	registered	mobile	no.
	& e-mail ID as recorded in
	the	Demat Account.	After
	successful authentication, the
	user will	be able to see the
	e-voting	option where the
	e-voting is in progress and
	also directly access the system
	of all ESPs.

Type of	Login Method
Members
Individual	1) If the user is already registered
NCRPS Holders	for	NSDL	IDeAS	facility,
holding	please visit the e-services
securities in	website of NSDL. The URL
dematerialized	for using the e-services is
form with	https://eservices.nsdl.com
NSDL	Once	the	home	page of
	e-services is launched, the user
	can click on the "Beneficial
	Owner" icon under "Login"
	which	is	available	under
	"IDeAS"		section.	A new
	screen will open. The user will
	have to enter the User ID and
	password.	After	successful
	authentication,	the	user
	will be able to see e-voting
	services.	Click	on	"Access
	to e-voting" under e-voting
	services and the user will be
	able to see e-voting page.
	Click	on	company	name
	or name of the ESP and
	the user will be re-directed
	to ESP website for casting
	vote	during	the		remote
	e-voting period or joining
	meeting through VC/OAVM

1. & voting during the AGM.

2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg. jsp
3. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder / Member' section. A new screen will open. User will have to enter User ID (i.e. sixteen digit demat account number of NSDL), password/OTP and a verification code as shown on the screen. After successful authentication,

4	SERIES 1 - INE498L04100