ASSIGNMENT ON CAPITAL MARKET AND FINANCIAL SERVICES

Under guidance of: DR. SHANTHA KUMARI VIT UNIVERSITY

Submitted by:

L&T Finance Holdings Limited is a financial holdings company registered with the RBI as an NBFC. Incorporated in 2008, L&T Finance Holdings is a financial holding company offering a diverse range of financial products and services across the corporate, retail and infrastructure finance sectors as well as mutual fund products and investment management services. Promoted by Larsen & Toubro Ltd, one of the leading companies in India, with interests in engineering, construction, electrical and electronics manufacturing and services, information technology and financial services, L&T Finance Holdings is registered with the RBI as a Systemically Important Non-Deposit Taking Non-Banking Financial Company and has applied for registration as a Core Investment Company. Company's operations are arranged into four business groups the Infrastructure Finance Group, the Retail Finance Group, the Corporate Finance Group and the Investment Management Group. LTF's customer includes individual retail customers as well as large companies, banks, multinational companies and small- and medium-enterprises. LTF offers a spectrum of financial products and services for trade, industry and agriculture. The company's focus segments are corporate products, construction equipment, CVs and tractors. L&T FINANCE HOLDINGS LIMITED Symbol Series Issue Period Post issue Modification Period Issue Size Issue Type Price Range Face Value Tick Size Market Lot Minimum Order Quantity IPO Grading Rating Agency Maximum Subscription Amount for Retail Investor IPO Market Timings Book Running Lead Manager LTFH EQ July 27, 2011 to July 29, 2011 July 30,2011 Public issue of [.] Equity Shares aggregating upto Rs 12450 million. 100% Book Building Rs.51 to Rs.59 Rs.10/Re. 1/100 Equity Shares 100 Equity Shares IPO GRADE 5 CARE and ICRA Rs.200000 10.00 a.m. to 5.00 p.m. Barclays Securities (India) Private Limited, Credit Suisse Securities (India) Private Limited

Co Book Running Lead Manager Syndicate Member Categories* No. of Cities with Bidding Centers Name of the registrar Address of the registrar

Equirus Capital Private Limited JM Financial Services Private Limited, SMC Global Securities Limited, Karvy Stock Broking Limited, IDBI Capital Market Services Limited FI, IC, MF, FII, OTH, CO, IND, NOH, EMP and SHA. 66 Sharepro Services (India) Private Limited 13 A B, Samhita Warehousing Complex,2nd floor, Sakinaka Telephone Exchange Lane,Andheri Kurla Road,Sakinaka, Andheri (E), Mumbai ?4 00072 Mr. Prakash A Khare, Te l: +91 22 6191 5400/412 Fax: +91 22 6191 5444,prakashk@shareproservices.com

Contact person name number and Email id

SOURCE : www.rupya.com

Object of Issue
The objects of the offers are: 1. Repayment of inter corporate deposit issued by Promoter to the Company; 2. To augment the capital base of L&T Finance and L&T Infra, to meet the capital adequacy requirements to support the future growth in their business; 3. To achieve the benefits of listing on the Stock Exchanges; and 4. For other general corporate purposes including meeting the expenses of the Issue.

L&T Finance Registrar

Sharepro Services Private Limited, 13 AB Samhita Warehousing Complex, Telephone Exchange Lane, Off Andheri- Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072. Phone: 91-22-6772 0300/400 Fax: 91-22-2859 1568 Email: ipoltfh@shareproservices.com Website: http://www.shareproservices.com Contact Person: Mr. Prakash A Khare Compliance Officer: Mr. Prakash A Khare SEBI Registration No.: INR000001476

L&T Finance IPO Lead Managers:

1. Citigroup Global Markets India Private Limited 2. HSBC Securities & Capital Markets Pvt Ltd 3. JM Financial Consultants Private Limited

Issue Detail:
Issue Open: Jul 27, 2011 - Jul 29, 2011 Issue Type: 100% Book Built Issue IPO Issue Size: Equity Shares of Rs. 10 Issue Size: Rs. 1,245.00 Crore Face Value: Rs. 10 Per Equity Share Issue Price: Rs. 51 - Rs. 59 Per Equity Share Market Lot: 100 Shares Minimum Order Quantity: 100 Shares Listing At: BSE, NSE

L&T Finance Holdings Ltd IPO Grading

CARE / ICRA has assigned an IPO Grade 5 to L&T Finance IPO. This means as per CARE / ICRA, company has 'Strong Fundamentals'. CARE / ICRA assigns IPO grading on a scale of 5 to 1, with Grade 5 indicating strong fundamentals and Grade 1 indicating poor fundamentals. Read L&T Finance Holdings IPO Grading Report

Issue Subscription Detail / Current Bidding Status

Number of Times Issue is Subscribed (BSE + NSE) Non Retail Institution Employee Individual al Reservation Others Total Investors Investors s (RIIs) (NIIs) 31,617,647 73,774,51 0 0.4600 2.2100 9.6100 10,204,082 0.0300 0.5100 1.5300 23,529,41 2 0.1700 0.9600 3.3500 214,508,06 7 0.4600 1.2200 5.3400

As on Date & Time

Qualified Institution al Buyers (QIBs) 75,382,416

Shares Offered / Reserved Day 1 - Jul 27, 2011 17:00 IST Day 2 - Jul 28, 2011 17:00 IST Day 3 - Jul 29, 2011 19:45 IST

0.6400 0.7200 1.9300

0.3900 0.5000 6.1800

SUCCESS STORY
The initial public offer of L&T Finance Holdings has received overwhelming response from all categories of investors out of which retail bought the highest. As per the data available on National Stock Exchange, the issue has subscribed 5.34 times on the last day. Majority of the bids were seen at the lower end of the price band of Rs 51-59. Retail individual investors category was subscribed 9.61 times, followed by non-institutional investors category (6.18 times), and qualified institutional buyers (QIB) category (1.93 times). Foreign institutional investors (FIIs) put in bids for 4.96 crore shares, compared with 7.53 crore shares reserved for the QIB category as a whole. Domestic financial institutions, excluding mutual funds, put in bids for 8.52 crore shares. Mutual funds put in bids for 82.09 lakh shares. Reserved portion of shareholders and employees subscribed 3.35 times & 1.53 times, respectively. The proceeds of the IPO will be used for expansion plans of two of its subsidiaries--L&T Finance and L&T Infrastructure Finance. Currently, L&T holds a 95.94% stake in L&T Finance Holdings and US-based private equity fund & Capital International holds the remaining 4.06% stake. Barclays Securities (India) Private Limited and Credit Suisse Securities (India) Private Limited too are book running lead managers. JM Financial Consultants Private Limited, Citigroup Global Markets India Private Limited and HSBC Securities and Capital Markets (India) Private Limited joint global co-ordinators as well as book running lead managers to the issue Equirus Capital Private Limited is the co-book running lead manager.

COMPANY PROFILE: L&T Finance Holdings was originally incorporated as L&T Capital Holdings Limited on May 1, 2008 under the Companies Act, as a public limited company, to carry on the business of investment/finance. The company was registered with the RBI as an NBFC-ND-SI under Section 45-IA of the Reserve Bank of India Act, 1934, as a non-banking financial institution. The company offers diverse range of financial products and services across the corporate, retail and infrastructure finance sectors, as well as mutual fund products and investment management services, through direct and indirect wholly-owned subsidiaries. L&T Finance Holdings operations are arranged into four business groups, being the Infrastructure Finance Group, the Retail Finance Group, the Corporate Finance Group and the Investment Management Group. L&T Finance Holdings holds the investments in Federal Bank Limited and City Union Bank approx. 5%; 8.90% interest in Invent ARC; 8.90% interest in the Invent/10-11/S3 Trust; 30% interest in NAC Infrastructure & Equipment.

RISKS FACTORS FOR THE BUSINESS:

Risk of default and non-payment: As an NBFC, L&T Finance Holdings face the risk of default and non-payment by borrowers and other counterparties. Any such defaults and nonpayments would result in write-offs and/or provisions in the financial statements which may materially and adversely affect the profitability and asset quality. The Non-Performing Assets (NPA) of Infrastructure Finance Group, Retail Finance Group and Corporate Finance Group has increased year-on-year, the continuation of which may materially and adversely affect profitability and asset quality. The loan portfolio consists of loans provided to large corporates, small and medium enterprises and individuals, with the latter segment constituting a significant portion of portfolio; large sized single exposures to corporate customers can impact profitability and result in higher NPAs on a small number of defaults. Increasing competition: The financing industry is becoming increasingly competitive as more financial institutions target products and services similar to L&T Finance Holdings. At present, it faces increasing competition from public and private sector Indian commercial banks and from other financial institutions that provide finance products or services. L&T Finance Holdings also faces significant competition from companies seeking to attract customers' financial assets, including traditional and online brokerage firms, mutual fund companies, other NBFCs, commercial banks and financial institutions who have a broad geographic presence and strong brand names. As companys forays into new markets in the financial services industry, it is likely to face additional competition from such entities who may be better capitalized, have longer operating histories, have a greater retail and brand presence, and more experienced management in such new markets. If it is unable to compete with these entities effectively in these new markets, this could materially and adversely affect business, future financial performance and results of operations and it might impede competitive position and profitability.

Risk in relation to first issue: This being the first public issue of the Equity Shares, there
has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 each and the Issue Price is 5.2 times the face value. The Issue Price (as determined and justified by our Company and the Lead Managers as stated in the section titled Basis for Issue Price on page 113 of this Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

General Risk: Investments in equity and equity-related securities involve 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 entire investment. 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 our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or

adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled Risk Factors on page 18 of this Red Herring Prospectus.