SUMMARY TERM SHEET. Sl. Particulars Details 1. Issuer L&T Finance Holdings Limited (the Company / the Issuer / L&TFHL )

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1 SUMMARY TERM SHEET Sl. Particulars Details 1. Issuer L&T Finance Holdings Limited (the Company / the Issuer / L&TFHL ) 2. Date of resolution May 28, 2014 passed by the Board of Directors authorizing the Issue 3. Date of special July 24, 2014 (Annual General Meeting) resolution passed by the shareholders authorizing the Issue 4. Instrument Rated Listed Cumulative Compulsorily Redeemable Non- Convertible Preference Shares ( CRPS ) 5. Seniority Claims of the CRPS Holders shall rank senior to claims of any holder of equity shares of the Company and shall rank pari passu with all other preference shares issued by the Company. Claims of the CRPS Holder shall be subordinated to the both secured and unsecured creditors of the Company 6. Mode of Issue Private Placement 7. Listing BSE Limited CRPS shall be listed within 20 days from the Deemed Date of Allotment 8. Rating CARE AA+(RPS) by CARE. 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. 9. Issue Size 4,00,00,000 CRPS aggregating to Rs. 400,00,00, Option to retain Up to 2,00,00,000 CRPS aggregating up to Rs. 200,00,00,000 oversubscription 11. Objects of the Issue The funds raised through this Issue shall be utilized to maintain adequate working capital as may be required for funding the operations of the Company and that of its subsidiaries. 12. Utilization of Issue proceeds 13. Interest on Application Money The Company shall utilize the proceeds of the Issue solely for meeting the Objects of the Issue as stated in the Information Memorandum The Company shall pay to the successful applicants, interest at the rate of 8.15% p.a. on the amount allotted, from and including the date of receipt of application money in the Designated Account till one day prior to Deemed Date of Allotment, subject to applicable tax laws.

2 14. Interest on Refund Amount (excluding the valid rejections) The Company shall pay to the successful applicants, interest at the rate of 8.15% p.a. on the refund amount, from and including the date of receipt of the money in the Designated Account till one day prior to Deemed Date of Allotment, subject to applicable tax laws. However, the Company shall not be liable to pay any interest on monies liable to be refunded in case of: a) Invalid Applications/ or Applications liable to be rejected; b) Applications which are withdrawn by the Applicant(s); c) Monies paid in excess of the amount of CRPS applied for in the Application Form. 15. Face Value Rs. 100 per CRPS 16. Premium/ Discount Nil on Issue 17. Issue Price Rs. 100 per CRPS 18. Tenor 5 years (60 months) from the Deemed Date of Allotment 19. Redemption Date* May 08, 2020 * Redemption Date may change based on the actual Deemed Date of Allotment. 20. Dividend Rate 8.15% p.a. 21. Dividend Payment Annual Frequency 22. Redemption Nil Premium/ Discount 23. Redemption Price Rs. 100 per CRPS 24. Redemption Amount Rs. 100 per CRPS plus any Dividend accrued but not paid from any previous Dividend Payment Date 25. Put / Call Option None 26. Put Option Date Not Applicable 27. Put Option Price Not Applicable 28. Put Notification Not Applicable Time 29. Call Option Date Not Applicable 30. Call Option Price Not Applicable 31. Call Notification Not Applicable Time 32. Minimum Application and in multiples thereafter Rs crore (1,00,000 CRPS) and in multiples of Rs. 25 lac (25,000 CRPS) thereafter

3 33. Dividend Payment Dates and Redemption Date Dividend Payment Dates and Redemption Date Revised Dividend Payment Date and Redemption Date Dividend for the period From and including Upto and including For the financial year No. of days Amount payable per CRPS (Rs.), 06-May-2015^ Sat, 26-Mar-2016 Mon, 28-Mar May Mar Sun, 26-Mar-2017 Mon, 27-Mar Apr Mar Mon, 26-Mar Apr Mar Tue, 26-Mar Apr Mar Thu, 26-Mar Apr Mar Wed, 06-May- 2020* Notes & Assumptions: - 01-Apr May ^ Adjustment of application money paid by the Investors on account of allotment of CRPS. * Inclusive of redemption amount of Rs. 100 per CRPS. a. Dividend amount has been 8.15% p.a. rounded off to four decimals per CRPS. The amount of Dividend payable may vary subject to the Accelerated Redemption Clause. b. In pursuance of clause on Business Day Convention, all days (other than Saturdays and Sundays) on which the banks are open for business in Mumbai, have been considered as Business Days. c. The first Dividend Payment Date is falling on 26-Mar-2016, which is a Saturday and therefore not a Business Day. Likewise the second Dividend Payment Date is falling on 26- Mar-2017, which is a Sunday and therefore not a Business Day.As per Business Day Convention, if any Dividend Payment Date falls on a day that is not a Business Day, payment shall be made on the immediately succeeding Business Day without any obligation for paying dividend for the intervening period. Therefore the first Dividend Payment shall be made on 28-Mar-2016 (immediately succeeding Business Day) and second Dividend Payment shall be made on 27-Mar-2017 (immediately succeeding Business Day), without any obligation for paying dividend for the intervening period. d. For the purpose of the above illustration, it has been assumed that only Saturdays and Sundays are non-business Days. The notified/ gazette/ other bank holidays cannot be ascertained as of now and therefore their impact has not been captured in the above illustration. e. If the Deemed Date of Allotment is preponed/ postponed, the Redemption Date shall also stand modified and the amount of Dividend payable on the first and the last Dividend Payment Date shall also undergo change. 34. Change in Tax In the event of any change in applicable tax laws on account of which

4 Laws Rights of CRPS Holders Mode of redemption Issuance Mode Trading Mode the Dividend received by the CRPS Holders becomes subject to any tax to the account of the CRPS Holders, the Company shall declare and pay such additional amounts as Dividend such that the total amount received by the CRPS Holders as Dividend ( Aggregate Dividend Rate ) in relation to the CRPS less the tax payable on account of the change in applicable law is equivalent to the Dividend Rate as set out above. However, in the event of such change in applicable tax laws, the Company reserves the right to exercise the Accelerated Redemption Clause wherein the redemption of CRPS may be preponed as described below. In pursuance of sub-section (2) of section 47 of the Companies Act, 2013, every member of a Company and holding any CRPS shall, in respect of such capital, have a right to vote only on resolutions placed before the Company which directly affect the rights attached to his CRPS and, any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the Company. Provided that the proportion of the voting rights of equity shareholders to the voting rights of the holders of CRPS shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the CRPS. However in case where the dividend in respect of CRPS has not been paid for a period of two years or more, such CRPS Holders shall have a right to vote on all the resolutions placed before the Company. The CRPS shall be redeemed out of profits of the Company which would otherwise be available for Dividend or out of the proceeds of a fresh issue of shares made for the purposes of such redemption. Demat only Demat only Background of the company: L&TFHL is promoted by L&T and was incorporated as L&T Capital Holdings Limited on May 01, 2008, under the Companies Act, 1956, to carry on the business of investment/finance and received the certificate of commencement of business on May 15, Subsequently, the company changed the name to L&T Finance Holdings Limited from September 01, 2010, and received fresh certificate of incorporation from the Registrar of Companies on September 06, Prior to March 31, 2009, L&TFH had minimal operations with passive investments. It acquired 100% stake in L&T Finance Limited (LTF) and L&T Infrastructure Finance Limited (L&T Infra) on March 31, The company came up with an Initial Public Offer (IPO) during FY12 (refers to the period April to March), consequent to which, the stake of L&T diluted to 82.64%. However, L&T continues to hold controlling stake in the company and the management of L&TFHL is mainly drawn from the senior management of L&T. Financial Background: L&TFHL reported a consolidated Profit After Tax (PAT) of Rs.597 crore on a total income of Rs.5,237 crore in FY14 as compared with a PAT of Rs.730 crore on a total income of Rs.3,995 crore in FY13. In Q1FY15, the company reported PAT of Rs.286 crore on total income of Rs.1,469 crore. Rating Rationale by CARE

5 The rating factors in the strategic importance of L&T Finance Holdings Ltd (L&TFHL) to the L&T group as the flagship holding company of its financial services business, brand value of L&T, experienced management, L&TFH s strong consolidated financial position, and strong resource-raising ability. The rating further factors in L&TFH s well-diversified business profile in the financial sector through its direct and indirect subsidiaries that have good presence and track record in segments like retail finance, corporate finance, infrastructure finance and asset management services as well as the profitability track record of its subsidiaries. Continued support from L&T, profitability and the asset quality of loan portfolio of its subsidiaries are the key rating sensitivities. Source: CARE Credit Rating