Private & Confidential - For Private Circulation Only

SERIAL NO. ADDRESSED TO:

LARSEN & TOUBRO LIMITED(the “Company”) was incorporated under the Companies Act, 1913

CIN: L99999MH1946PLC004768Registered Office: L&T HOUSE, BALLARD ESTATE, MUMBAI - 400001Corporate Office: L&T HOUSE, BALLARD ESTATE, MUMBAI - 400001

Tel: 022-67525656; Fax: 022 67525893Website: www.larsentoubro.com

Information Memorandum for Private Placement of Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures of a face value of INR 10,00,000 (Rupees Ten Lacs Only) each, for an amount of INR 1000,00,00,000 (Rupees One Thousand Crore Only) (referred to as “Debentures” or “NCDs”), for cash at par to the face value (“Issue”).

This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus. This Information Memorandum is prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time (“SEBI Debt Listing Regulations”).

CREDIT RATINGCrisil Limited (“Rating Agency”) has assigned a rating of ‘CRISIL AAA/Stable’ to these Debentures. Instruments with such ratings are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.The Rating Agency reserves the right to suspend, withdraw or revise the rating at any time on the basis of new information etc. The ratings are not a recommendation to buy / sell or hold the rated instrument.

GENERAL RISKInvestment in debt instruments involves a degree of risk and prospective investors should invest any funds in the Issue only after reading the Information Memorandum carefully. Before taking an investment decision, prospective investors must rely on their own examination of the Company and the Issue including the risk involved.

LISTING The Debentures to be issued under this Private Placement are proposed to be listed on the Wholesale Debt Market (“WDM”) segment of the National Stock Exchange of India Limited (NSE).

COMPANY’S RESPONSIBILITYThe Company, having made all reasonable inquiries, that the information contained in this Information Memorandum is true and correct in all material respects 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 makes any such information or the expression of any such opinions or intentions misleading in any material respect.ARRANGER TO ISSUERS DEBENTURE TRUSTEE REGISTRAR & TRANSFER

AGENTHDFC Bank LimitedPeninsula Business Park, 4th Floor, Tower B, Senapati Bapat Marg, Lower Parel – (W), Mumbai – 400 013

IDBI Trusteeship Services LimitedAsian Building, Ground Floor, 17, R Kamani Marg,Ballard Estate, Mumbai – 400 001

Kfintech Technologies Private Limited Karvy Selenium, Tower- B, Plot No. 31 & 32., Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, 500032

ISSUE SCHEDULE: Issue Opening, Closing: Thursday, 23 January 2020 & Deemed Date of Allotment: Friday, 24 January, 2020Pay-In Date January 24, 2020Manner of Bidding Open Book BiddingMode of Allotment Uniform YieldMode of Settlement ICCL

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DEBENTURE HOLDERS

The Debentures mentioned herein are not offered for sale or subscription to the public, but are being privately placed with a limited number of eligible investors. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the board of directors of the Issuer dated April 5, 2014 and in accordance with the operative provisions of the Companies Act 2013 and the rules framed thereunder (“Companies Act”). This Information Memorandum should not be treated as an offer for sale or solicitation of an offer to buy the Debentures as prescribed herein by any person who has not been provided with a copy of this Information Memorandum. This Information Memorandum does not constitute an offer for sale or a solicitation of an offer to buy the Debentures as described herein from any person other than the person whose name appears on the cover page of this Information Memorandum. No person other than such person, receiving a serially numbered copy of this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the Debentures. This Information Memorandum is not intended to be circulated to more than 200 persons in the aggregate in a financial year. The Company is not liable if this Information Memorandum has been received by an arranger, or by a Person who was provided a copy of this Information Memorandum by an arranger.

The distribution of this Information Memorandum and offer and sale of Debentures in certain jurisdiction may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction.

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DISCLAIMERS

ISSUER’S DISCLAIMERThis Information Memorandum of private placement of the Debentures (the “Memorandum” or the “Information Memorandum”) is being prepared to provide general information to potential Debenture Holders to whom it is addressed and who are willing and eligible to subscribe to the Debentures, in relation to the Issue of the Debentures by the Company. The issue of the Debentures to be listed on the wholesale debt market segment of the stock exchange is being made strictly on a ‘private placement’ basis.

As per the applicable provisions of the Companies Act, it is not necessary for a copy of this Information Memorandum to be filed or submitted to the ROC or SEBI for its review and/or approval.

This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus. This Information Memorandum is intended for private use and should not be construed to be a prospectus and/or an invitation to the public or a section of the public so as to constitute a ‘public offer’ for subscription to the Debentures under any Applicable Law for the time being in force. This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations.

All the information contained in this Information Memorandum has been supplied by or on behalf of the Company and the Company confirms that it has taken reasonable care to ensure that the information is true and accurate in all material respects as at the date shown on the cover of this Information Memorandum and does not contain any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein that would be in the light of circumstances under which they are made, and are not misleading.

Each copy of this Information Memorandum is serially numbered and the recipient of the Memorandum is alone entitled to apply for the Debentures. No invitation is being made to any persons other than those to whom this Information Memorandum is being sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations.

This Information Memorandum and the 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 Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. This Information Memorandum does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. It is not intended for distribution to any other person and should not be reproduced by the recipient. Each investor contemplating the purchase of any Debentures should make its own independent investigation 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 Debentures 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

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responsibility of potential investors to also ensure that they will sell these Debentures in strict accordance with this Information Memorandum and other Applicable Laws.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information 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 Information Memorandum nor any sale of debentures made hereunder 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 Information 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.

The Company and its directors have not been prohibited from accessing the capital or financial market under any order or directions passed by SEBI or RBI.

DISCLAIMER CLAUSE OF STOCK EXCHANGE

As required, a copy of this Information Memorandum is being filed with the NSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the NSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the NSE; nor does the NSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the NSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the NSE; nor does the NSE 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 Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Information 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 Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

DISCLAIMER CLAUSE OF DEBENTURE TRUSTEE

The Debenture Trustee, “ipso facto” does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by investors for the Debentures/bonds.

DISCLAIMER CLAUSE OF THE ARRANGER TO ISSUE

The Issuer is solely responsible for the truth, accuracy and completeness of all the information provided in this Information Memorandum. Neither is the Arranger to the issue responsible for preparing, clearing, approving, scrutinizing or vetting this Information Memorandum, nor is the Arranger to the issue responsible for doing any due diligence for verification of the truth, correctness or completeness of the contents of this Information Memorandum. The Arranger to the issue shall be entitled to rely on the truth, correctness and completeness of this Information Memorandum. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Arranger to the issue should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, scrutinized or

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vetted by the Arranger to the issue. Nor should the contents of this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Arranger to the issue as to the truth, correctness or completeness thereof. Each recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the Information Memorandum.

The Arranger to the issue has not conducted any due diligence review on behalf or for the benefit of the Debenture Trustee or any of the Debenture Holder. Each Debenture Holder should conduct such due diligence on the Issuer and the Debentures, as it deems appropriate and make its own independent assessment thereof.

Distribution of this Information Memorandum does not constitute a representation or warranty, express or implied by the Arranger to the issue that the information and opinions herein will be updated at any time after the date of this Information Memorandum. The Arranger to the issue does not undertake to notify any recipient of any information coming to the attention of the Arranger to the issue after the date of this Information Memorandum. No responsibility or liability or duty of care is or will be accepted by the Arranger to the issue for updating or supplementing this Information Memorandum nor for providing access to any additional information as further information becomes available.

Neither the Arranger to the issue nor any of their respective directors, employees, officers or agents shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Information Memorandum or in any other information or communications made in connection with the Debentures.

The Arranger to the issue is acting for the Company in relation to the Issue of the Debentures and not on behalf of the recipients of this Information Memorandum. The receipt of this Information Memorandum by any recipient is not to be constituted as the giving of investment advice by the Arranger to the issue to that recipient, nor to constitute such a recipient a customer of the Arranger to issuers. The Arranger to the issue is not responsible to any other person for providing the protection afforded to the customers of the Arranger to the issue nor for providing advice in relation to the Debentures.

Each recipient of this Information Memorandum acknowledges that: (a) each recipient 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

(b) such recipient has not relied on the Arranger to the issue in connection with its investigation of the accuracy of such information or its investment decision.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. The Debentures are governed by and will be construed in accordance with Indian law. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts at Mumbai (unless otherwise specified in the respective Debenture Documents). This private placement offer of Debentures is made in India to persons resident in India and non-residents as permissible. Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof, at large, through this Information Memorandum, and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

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DISCLAIMER IN RESPECT OF RATING AGENCY

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

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialized form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized form as per the provisions of Depositories Act. The DP's name, DP ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer will make the allotment to investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on realization of the application money. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the investor with its depositary participant.

DEFINITIONS

Application Form The application form for subscription to the Debentures to be issued by the Company, to any person to whom this Information Memorandum is addressed.

Applicant Those eligible investors as set out in paragraph 1.14 of the section ‘OTHER INFORMATION AND ISSUE PROCEDURE’ of the Information Memorandum, to whom a copy of the Information Memorandum may be sent, specifically addressed to such persons, with a view to offering the Debentures.

Applicable Law any statute, law, bylaw, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of any of the Debenture Documents or thereafter and in each case as amended.

Beneficial Owner The owner of the Debentures in electronic (dematerialized) form held through a Depository and whose name is so recorded by the Depository in the register maintained by it for this purpose;

Board Board of Directors of the Company;NSE The National Stock Exchange of India Limited;Business Day All days on which the banks and money market are open for

general business in Mumbai (other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai, India, or a Saturday or Sunday)

Company/ Issuer Larsen & Toubro LimitedCompanies Act Companies Act, 2013 along with the rules framed thereunder, as

amended from time to time.Debenture Documents (i) The Debenture Trust Deed;

(ii) the Debenture Trustee Agreement;(iii) Private Placement Offer Letter(iv) this Information Memorandum (including the Term Sheet)

any other document agreed between the Company and the Debenture Trustee to be a transaction document. from time to time.

Debenture Holder(s)/ Investor

Person(s) who are for the time being and from time to time a holder of the Debentures (as evidenced by (a) entry in the Register

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of Debenture Holders, where such Debentures are held in physical form or (b) appearance of the name as a beneficial owners in accordance with the list provided by the Depository(ies), where such Debentures are held in dematerialised form and in the event of any inconsistency between sub clause (a) and (b) above, sub clause (a) shall prevail

Debenture Trustee SEBI registered debenture trustee, being IDBI Trusteeship Services Limited

Debenture Trust Deed the debenture trust deed to be entered into between the Debenture Trustee and the Company in respect of the Debentures;

Debenture Trustee Agreement

the agreement entered into between the Debenture Trustee and the Issuer on or about the date hereof, setting out the terms and conditions for the appointment of the Debenture Trustee to act as the trustee for the Debenture Holders, and such other terms as may be agreed between the Issuer and the Debenture Trustee thereto.

Depository (ies) A depository registered with the SEBI in accordance with the Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018, as amended from time to time, and in this case being the National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL);

Depositories Act The Depositories Act, 1996, as amended from time to time;DP/Depository Participant A depository participant as defined in the Depositories Act;DP-ID Depository Participant identification number;FIIs Foreign Institutional Investors;

FPIs Foreign Portfolio Investors

FY/ Financial Year The financial year of the Company which commences on April 1 of a calendar year and ends on March 31 of the immediately succeeding calendar year;

Governmental Authority Any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other Law, rule or regulation making entity having or purporting to have jurisdiction on behalf of the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;

Information Memorandum

This information memorandum of private placement of the Debentures;

INR/Rs./Rupees The lawful currency of the Republic of India;Letter of Allotment A letter of allotment evidencing the title to the Debentures to be

issued immediately to the Debenture Holder;Majority Debenture Holders

Such Debenture Holders who hold more than 75% of the aggregate principal amount of the Debentures.

Memorandum and Articles of Association

The memorandum and articles of association of the Issuer, as the case may be;

Outstanding Amount All amounts payable to the Debenture Holder (including the amounts payable in accordance with the terms of the Debentures as provided in the Debenture Documents or the Debenture Trustee in respect of the Debentures including, without limitation, any costs or fees payable to the Debenture Trustee acting in any of its capacities under the respective Debenture Documents and any indemnity or interest (default or otherwise) payable under the Debenture Documents.

Private Placement Offer Letter

the private placement offer letter prepared under rule 14 and in form PAS – 4 as set out under the Companies (Prospectus and Allotment of Securities) Rules, 2014 issued by the Issuer in respect of the Debentures to any person to whom this Information

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Memorandum is addressed.Rating Agency CRISIL Limited;RBI The Reserve Bank of India;RBI Act The Reserve Bank of India Act, 1934, as amended from time to

time;RTGS Real Time Gross Settlement System;SEBI Securities and Exchange Board of India;Subscribers The initial subscribers to the Debentures;Term-Sheet Term sheet set out in Annexure I of this Information Memorandum

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I. REGULATORY DISCLOSURES

A. Documents

1. Documents Submitted to the Exchanges

The following documents have been / shall be submitted to NSE:

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

(b) Copy of last 3 (Three) years audited annual reports;(c) Statement containing particulars of, dates of, and parties to all material

contracts and agreements;(d) Copy of the Board / Committee Resolution authorising the issue of Debentures

and list of authorised signatories;(e) Undertaking from the Company stating that the necessary documents would

be executed within the time frame specified;(f) Any other particulars or documents that NSE may call for as it deems fit.

2. Documents submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee in electronic format (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) Copy of last 3 (Three) years audited Annual Reports;(c) 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.

(d) An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (c) above to the Debenture Trustee within the timelines as mentioned in 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 result. 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 Trustee and the 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.

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B. Issuer Information

Registered office of the Issuer

Corporate office of the Issuer

Compliance officer of the Issuer

Larsen & Toubro Limited (“L&T” or “Issuer”)L&T House, Ballard Estate, Mumbai - 400001

Larsen & Toubro Limited (“L&T” or “Issuer”)L&T House, Ballard Estate, Mumbai - 400001

Mr. Sivaram Nair AL&T House, Ballard Estate, Mumbai – 400001

CFO of the Issuer Arrangers, if any, of the instrument

Debenture Trustee of the Issue

Mr. R. Shankar RamanL&T House, Ballard Estate,Mumbai - 400001

1. HDFC Bank Limited

IDBI Trusteeship Services LimitedAsian Building, Ground Floor, 17, R Kamani Marg,Ballard Estate, Mumbai – 400 001

Registrar of the Issue Credit Rating Agency of the Issue

Auditors of the Issuer

Kfintech Technologies Private LimitedKarvy Selenium, Tower- B, Plot No. 31 & 32., Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, 500032

Crisil LimitedCRISIL House, Central Avenue Road, Hiranandani Business Park, Powai, Mumbai – 400 076

Deloitte Haskins & Sells LLPIndiabulls Finance Centre, Tower 3, 27-32 Floors Senapati Bapat Marg, Prabhadevi (West) Mumbai 400013

C. A brief summary of the business/ activities of the issuer and its line of business.

L&T Group is a USD 21 billion technology, engineering, construction, projects, manufacturing and financial services conglomerate with global operations.

Over the last eight decades, the Company, powered by its design-to-deliver capabilities has earned a reputation for quality, reliability and strong customer orientation ensuring that it retains a leadership position in most of its limes of business. L&T has a track record of engagements in critical sectors. These include defence, construction, infrastructure, oil & gas, refineries, chemical, petrochemical and fertilizer industries. aerospace, power, electrical & automation, mining and metallurgy.

The Company's design facilities and technology centres in India, the Middle East, USA and Europe keep pushing the design envelope, in-house testing centres take ideas to the next level and manufacturing facilities in eight countries transform them into reality.

i. Corporate Structure: In response to changing market dynamics, L&T has gone through a phased process of redefining its organisation model to facilitate growth through greater levels of empowerment. The new structure is built around multiple businesses that serve the needs of different industries.

L&T’s Buildings & Factories (B&F) business is known for its capability and expertise in executing airports, hospitals, stadiums, retail spaces, educational institutions, IT parks, office buildings, datacenters, elite residential buildings, high-rise structures, mass housing complexes, factory structures, cement plants and industrial warehouses on an EPC (Engineering, Procurement and Construction) basis. L&T has a track record in successfully addressing tough challenges and has the unique capability to offer total solutions including ‘Design-Build-Commission’ expertise, advanced systems like Building Information Modules, procurement from global supply chain and unrivalled project management expertise. Dedicated engineering design centres, competency cells,

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advanced formwork systems, mechanized project execution, wide network of consultants and vendors, digitized project control and a talented pool of employees help the business to maintain a leadership position, retain key customers, enter new geographies and secure major orders. Construction excellence – coupled with technology, experience and expertise gained over several decades – has helped the business to continue to be one of the premium contractors in the industry.

L&T’s Transportation Infrastructure business is a well-diversified business in terms of its product range and geography of operations. The business offers its services in the fields of Roads, Runways (Airside Infrastructure) & Elevated Corridors (RREC), railways (mainline and mass transit systems) and international infrastructure. L&T’s Transportation Infrastructure business has a presence across India, East Africa and various GCC countries.

The business leverages its vast experience in Project Management, Engineering Design & Construction Management to achieve operational efficiency. It has Engineering Design Centres in Mumbai, Faridabad and Chennai and Offshore Engineering Centre in Mumbai, besides Area Offices in India/ GCC countries. In addition, it has a competency development centre at Kancheepuram, and undertakes workmen training at L&T’s Construction Skills Training Institute, Ahmedabad. Over the years, the business has been fuelling its topline with the help of a robust order book. The business is the first Indian entity to receive an order for delivery of a complete transit system abroad; it secured a design-&-build project for a Mass Transit System in Mauritius, an opportunity to deliver from track to train. The business has won the prestigious contract for construction of the New South Parallel Runway, apron and associated works at Kempegowda International Airport, Bengaluru on EPC basis.

L&T’s Heavy Civil Infrastructure business undertakes Design, Engineering and Construction of projects in the crucial economic segments of Metros, Nuclear, Special Bridges, Hydel, Ports, Tunnels and Defence. The business has strong presence in India, Middle East, Bhutan and Bangladesh. The goal of the business is to become a one-stop total infrastructure solutions provider to both its domestic and international customers. The in-house design strength encompassing latest technologies such as BIM (Building Information Modelling) and its unique Construction Methodology Cell give the business a clear edge over its competitors and helps it serve customers from concept to commissioning.

L&T’s Power Transmission and Distribution business vertical is a leading EPC player in the field of power transmission and distribution and solar energy. It offers integrated solutions and end-to-end services ranging from design, manufacture, supply, installation and commissioning of transmission lines, substations, underground cable networks, distribution networks, power quality improvement projects, infrastructure electrification, solar PV plants, battery energy storage system and mini / micro grid projects. Besides being a dominant player in the Indian market, the business enjoys a significant share and a strong reputation in the Middle East, Africa and ASEAN markets. L&T’s substation business focuses on providing turnkey solutions for extra high voltage air insulated / gas insulated substations for utilities and power plants, EHV cable & communication backbone networks and complete electrical & instrumentation solutions for various infrastructure projects such as airports, metros etc. L&T’s Power Distribution business provides a gamut of EPC services related to urban / rural electrification, including last-mile connectivity, augmenting, reforming and strengthening of high voltage and low voltage distribution networks, distribution automation solutions and power quality improvement works.

L&T’s Transmission Line business offers turnkey EPC solutions in overhead lines for power evacuation and transmission, bolstered by its state-of-the-art tower manufacturing units at Puducherry, Pithampur and Kancheepuram which have supplied over 15 lakh tonnes of tower components. The Testing and Research Station at Kancheepuram accredited by NABL is one of the largest in Asia and is also amongst the most renowned testing centres in the world. (NABL: National Accreditation Board for Testing and Calibration Laboratories). The international units of the business in the Middle East, Africa and ASEAN regions offer complete solutions in the field of power transmission and distribution, including substations, power transmission lines, extra high voltage cabling,

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solar plants and Electrical, Instrumentation and Control (EI&C) works for infrastructure projects such as airports, oil & gas industries, etc.

L&T’s Water & Effluent Treatment business segment has enhanced its process knowhow and detailed engineering capabilities across all streams of Water and Wastewater business in India, Sri Lanka, the Middle East and Africa.

L&T entered the Smart World & Communication business two years ago, specifically to address the need for a safe, smart and digital India. It has executed several projects under these segments, many in an advanced stage of implementation. The business is positioned well for accelerated growth for the year 2019. The business has three segments – the first for Safe Cities; the second, Smart Infrastructure; the third, Telecom and Communication Infrastructure.

L&T’s EPC Power business offers concept-to-commission integrated business solutions to the thermal and nuclear power industries. It undertakes large EPC projects on a lumpsum turnkey basis in the fields of coal, nuclear and gas-based power plants in India and overseas. The business is planning to undertake STG Island contracts in upcoming PHWR nuclear-based power plants. The business has a track record of executing large-size and complex projects with capabilities that include in-house engineering, state-of-the-art manufacturing facilities, project management expertise and a healthy and encouraging work environment. The business boasts of a state-of-the-art facility at Hazira (near Surat), where it manufactures ultra supercritical / supercritical boilers, turbines, generators, pulverizers, axial fans, air-preheaters and electrostatic precipitators. The facility is responsible for adding more than 7GW of supercritical power generation capacity to the Indian Power sector since its inception. The business has the following subsidiaries: L&T-MHPS Boilers Pvt. Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS) Japan, engineers, designs, manufactures, erects and commissions ultra-supercritical / supercritical boilers up to a single unit of 1000 MW in India. The Company is also looking forward to gaining a foothold in the selective catalytic reduction system market in India, which is likely to open during 2018-19. L&T-MHPS Turbine Generators Pvt. Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS), Japan and Mitsubishi Electric Corp. (MELCO), manufactures STG equipment of capacities ranging from 500 MW to 1,000 MW. The Company is engaged in the engineering, design, manufacture, erection and commissioning of ultra-supercritical / supercritical turbines and generators in India. The business also has a joint venture with Sargent & Lundy LLC, USA (S&L), a global consulting firm in the power industry, offering complete power plant engineering and consultancy services – from concept to commissioning. Another joint venture with Howden Group, UK, enables the manufacture of fans and air pre-heaters. Presently, the business is very active at various sites in India for its coal-based power plants, and in Bangladesh for its gas-based power plants.

L&T’s Heavy Engineering (HE) business is amongst the top 5 global fabricators to supply engineered-to-order critical equipment, piping and systems for core sector industries - Fertilizer, Petrochemical, Refinery, Oil & Gas, Gasification, Thermal & Nuclear Power, including critical revamp and up-gradation projects. These equipment and systems are the most critical part of major investments. The business has achieved international recognition through an impeccable track record of executing large and complex projects. Capabilities include state-of-the-art technology, engineering analysis, globally benchmarked, fully integrated manufacturing facilities, a Research and Development Centre, and an experienced and highly skilled talent pool. The sustainability and safety standards at manufacturing facilities are on par with international standards. The business is a leading supplier of hydro-processing reactors, ethylene oxide reactors, fluid catalytic cracking reactor regenerator systems, high-pressure breech lock heat exchangers, waste heat boiler packages, ammonia converters, urea reactors, urea strippers, methanol converters, coke drums, proprietary internals and other critical equipment for process plants. Nuclear power sector supplies include equipment such as steam generators, end shield assembly and pressurizers. The manufacturing facilities are located in Mumbai, Hazira (near Surat) and Vadodara. The business also provides modification, revamp and up-gradation services in niche areas. The Piping business unit fabricates critical piping spools for applications in the power, refinery, petrochemical, fertilizer and chemical sectors (for high-pressure, temperature and corrosive services) and has a track record of exporting piping spools globally. The business has a JV with

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Nuclear Power Corporation of India (NPCIL), which holds a strategic facility to cater to the demand for critical forgings required for the Indian Nuclear Power programme and for other crucial sectors like Defence, Hydrocarbon and Oil & Gas.

L&T’s Defence business provides indigenous solutions across the spectrum – from platforms to surveillance to- strike capabilities. Having started as a diversification initiative primarily with the R&D model, the business has metamorphosed through growth phases, developing technologies, products, systems, and providing solutions across the communication, weapon & weapon delivery systems, and platforms for naval applications. Currently, the business has grown into an integrated portfolio and serves the Armed Forces and the Defence Research & Development Organization (DRDO). The Defence business is structured into two business groups: (i) Defence & Aerospace, and (ii) Defence Shipbuilding.

L&T’s Electrical and Automation (E&A) business manufactures a wide range of products and system for distribution, regulation and control of electricity along with metering products. The business is a major player in the system integration business. Its products include low and medium voltage switchgear products, electrical systems, marine switchgear, industrial and building automation products, energy management systems and metering solutions that cater to industry, utility, building, infrastructure and agriculture segments. The E&A business is structured into two Strategic Business Groups (SBGs) – Products SBG and Projects SBG. The business has been increasing its penetration in new segments like telecom, smart e-cities, healthcare, etc., by offering innovative solutions, while consolidating its position in the retail segment with a new range of consumer products. The major strength of the business is its elaborate in-house design and development facilities for new products and life cycle management of its existing range of products. The business has six DSIR-approved R&D facilities and dedicated test laboratories in India that specialize in diverse skill sets. These centers network with international labs, testing centers and academic institutions to keep abreast of new technology trends and introduce them to customers in different segments. The business also has well-developed tooling facilities with state-of-the-art manufacturing systems and processes in place for high precision tools, which are a pre-requisite for high-quality products. Additionally, its six Switchgear Training Centres at Pune, Lucknow, Coonoor, Vadodara, Delhi and Kolkata promote good electrical practices in the industry. Manufacturing operations are located at facilities at Navi Mumbai (Mahape & Rabale), Ahmednagar, Vadodara, Coimbatore and Mysore in India as well as in Saudi Arabia, UAE (Jebel Ali, Dubai), Malaysia, Indonesia and the UK.

L&T Machinery and Industrial Products (MIP) comprises two Strategic Business groups (SBGs) – Machinery and Industrial Products. Machinery SBG consists of Construction & Mining Machinery, Rubber Processing Machinery and Foundry Business Units. The Industrial Products (IP) SBG consists of businesses related to industrial valves, welding equipment & products and cutting tools. L&T recently announced the divestment of its 51% stake in L&T Kobelco, which was involved in the rubber processing machinery business.

L&T Hydrocarbon Engineering Ltd. (LTHE) delivers integrated design-to-build world-class solutions for the global oil & gas industry, including oil & gas extraction and processing, petroleum refining, chemicals & petrochemicals, fertilizers and cross-country pipelines and terminals. The Company’s in-house capabilities, synergized through strategic partnerships, enable it to deliver a single-point solution for every phase of a project – from front-end design through detailed engineering, procurement, fabrication, project management, construction and installation up to commissioning services. The key aspects of LTHE’s business philosophy are on-time delivery, cost competitiveness, high quality standards, with a focus on best-in-class HSE and IT security practices. Integrated strengths, coupled with an experienced and highly-skilled work force, are the key enablers in delivering critical and complex projects. Over the years, we have garnered a reputation for simultaneously executing multiple projects. We believe in an attitude and approach that allows for flexibility of operation and agility in response. The business has repeatedly delivered, large, critical and complex projects, globally, by its customer focus and responsiveness, experienced and highly skilled human resources, excellent Quality and HSE practices and culture of excellence. The business has a fully-integrated capability chain, including in-house engineering and R&D centers, modular fabrication

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facilities with waterfront, as well as onshore construction and offshore installation capabilities. The principles of the Company’s business philosophy are striving for excellence in corporate governance, HSE and quality standards, extensive IT-enabled processes, digitalization, state-of-the-art IT security practices, on-time delivery and cost-competitiveness. The Company’s major facilities in India include Engineering & Project Management Centres at Mumbai, Vadodara, Chennai and Bengaluru and Fabrication Yards at Hazira (near Surat) and Kattupalli (near Chennai). Its overseas presence is primarily in the Middle East in UAE (Sharjah), Saudi Arabia (Al-Khobar), Kuwait and Oman (Muscat). The business also has a major Modular Fabrication Facility at Sohar in Oman, held through a subsidiary. The Company caters to clients across the hydrocarbon value-chain through the following business verticals:

• Offshore• Onshore• Construction Services• Modular Fabrication Services• Engineering Services

Larsen & Toubro Infotech (LTI), is a global technology consulting and digital solutions company helping more than 300 clients succeed in a converging world. With operations in 27 countries.

L&T Technology Services Limited (LTTS) is a leading global pure-play Engineering Research & Development (ER&D) services company. LTTS offers design and development solutions throughout the product development chain, and provides services and solutions in the areas of mechanical and manufacturing engineering, embedded systems, engineering analytics and plant engineering. Headquartered in India, LTTS employs over 12,000 personnel spread across 16 global delivery centers, 28 global sales offices and 39 innovation labs in India as of March 31, 2018. The Company’s customer base includes over 50 Fortune 500 companies and 51 of the world’s top ER&D companies, across industrial products, transportation, telecom & hi-tech, medical devices and the process industries. The key differentiators for LTTS are its domain expertise and multi-vertical presence in major industry segments. LTTS also provides service offerings in the domains of Embedded Systems, Application Engineering, Verification and Validation and Mechanical & Digital Manufacturing Services.

Mindtree Limited is an Indian multinational information technology and outsourcing company which the company acquired in 2019. Founded in 1999, the company employs has annual revenues of about $1 Billion

L&T Finance Holdings is one of the leading private non-banking financial services companies in India. The businesses are Rural Finance, Housing Finance, Wholesale Finance, Investment Management and Wealth Management

L&T Infrastructure Development Projects Limited (L&T IDPL) is one of India’s biggest developers of Public-Private-Partnership (PPP) infrastructure projects. Since its inception in 1995, L&T IDPL has executed and financed landmark infrastructure projects across Transport and Energy, including Highways, Ports, Airports, Transmission lines, Hydel Energy and Urban Infrastructure, including Water. L&T IDPL currently operates 16 completed infrastructure projects in transport and energy across 8 Indian states, with a mix of toll and annuity assets. As of March 2018, L&T IDPL’s portfolio had an estimated total project cost of Rs 17718 crore.

L&T Power Development Limited, a wholly-owned subsidiary of L&T, is engaged in developing, operating and maintaining power generation assets. The portfolio comprises projects in thermal and hydel power generation projects aggregating to 2270 MW.

L&T Realty, the real estate arm of L&T, has a portfolio of trend-setting real estate developments across the country. Leveraging the values of the parent company - the expertise, the professionalism, the trust, the quality commitment associated with L&T, L&T Realty is setting up large developments redefining urban living. These include Residences, Corporate offices, Retail, Leisure & Entertainment spaces.

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ii. Operational and Financial Parameters for last 3 audited years

Rs. CroreParameters FY 2018-19 FY 2017-18 FY 2016-17Net worth 52550.72 49174.25 46012.74Total Debt 10191.57 10561.00 10558.37of which - Non current maturities of Long term borrowings 2391.87 5495.16 7134.28Shor term borrowings 3668.25 4129.57 2312.50Current maturities of long term borrowings 4131.45 936.27 1111.59Other Non current liabilities 551.95 582.78 563.11Net fixed assets (incl.WIP) 7934.32 7593.40 7548.37Other Non current assets [including deferred tax assets ] [Excluding Net Fixed assets ] 26638.23 28610.89 24590.60Cash and Cash equivalents 2733.41 3183.75 1935.81Current investments 4694.98 4344.98 6982.08Other Current assets 83724.75 71873.66 61181.58Current liabilities (Excluding current maturities) 62431.45 55288.65 45104.22Net sales / Revenue(incl other Operational income) 86987.86 74611.65 66301.35EBITDA [Excluding exceptional item and other income] 8683.74 7700.87 6481.01EBIT [Excluding exceptional item and other income] 7615.79 6651.41 5265.82Interest 1641.39 1432.23 1316.91PAT 6677.70 5387.30 5453.74Dividend amounts -Preference (incl. Dividend tax) 2,596.78 2,278.69 1842.71Current ratio 1.34 1.30 1.36Gross Debt/equity ratio(Total debt) 0.19:1 0.21:1 0.23:1

Gross Debt: Equity Ratio of the company : -

Before the issue of debt securities (as on 30.09.2019)

0.43

After the issue of debt securities (as on 30.09.2019)

0.41*

* Includes the impact of $ 192 mn FCCB and $ 100 mn FCNR repayments and this Rs 1000 crores NCD issuance

iii. Management’s perception of risk factors: The Company is subject to various forms of business risks and contract risks.

The Company’s EPC and manufacturing business, including the Hydrocarbons segment, accounted for approximately 70 per cent of the Company’s consolidated gross revenue from operations in the first nine months of fiscal 2019.

Business risks include:

• inability to procure orders including the possibility that pre-qualification criteria may not be satisfied; and

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• delays in the bid selection process;

• long completion periods and significant capital outlay before project completion and generation of positive cash flows;

• delays in the construction of projects giving rise to potential liabilities and lower than expected returns;

• scarcity of components and raw materials;

• restrictions under union agreements on the Company’s ability to adjust its workforce needs;

• significant financial exposure to, and uncertainty as to, the long-term viability of large turnkey projects;

• changes in political, regulatory and legal circumstances like FATCA regulation, Anti-bribery law , Anti-corruption and money laundering laws etc.

• slowing economic conditions leading to subsequent delays in customer payments;

• cancellation of projects due to changes in government or the legal and regulatory landscape, or policy actions;

• delays in project execution due to environmental, rehabilitation and resettlement risks;

• delays in project execution due to delays in obtaining raw materials, government approvals, environmental clearances or customer financing; and

• unforeseen conditions, such as adverse weather conditions and natural disasters, encountered during project execution.

Contract risks:

A significant percentage of EPC contracts are and will continue to be awarded following competitive bidding. As a consequence, these contracts are subject to a number of contract risks such as the following:

• contracts may not be finalised within the expected time frame or on expected terms;

• the Company’s inability to accurately estimate costs;

• the Company’s inability to predict cash flows and deploy funds efficiently over the life of a project;

• increases in input costs where the Company has entered into fixed-price contracts with customers;

• contractual limitations on the ability to amend contract price because of, among other things, changes in project conditions, fluctuations in costs of raw materials, freight costs, variations in labour and equipment costs, exchange fluctuations and productivity;

• unavailability of adequate skilled and unskilled personnel;

• failure to perform certain specified obligations under the Company’s infrastructure contracts, resulting in significant pay-outs under performance guarantees provided in relation to these contracts; and

• changes in scope of projects or customer specifications without adequate compensation.

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A combination of these business risks and contract risks may result in the Company experiencing reduced profitability or losses on projects. Although the Company seeks to minimise and spread its risks over a large number of projects, a combination of circumstances may result in significant losses on a particular project, as a consequence of which the Company’s business, prospects, financial condition and results of operations may be materially and adversely affected.

Apart from the abovementioned risks, the Company’s manufacturing business is also subject to various risks such as:

• failure to bring to market new products in a timely manner, or if, due to the rapid introduction of new technology, the Company’s current products become redundant, product prices fall and result in a loss in the value of the Company’s inventory;

• inability to predict order volumes in advance or manage inventory effectively;

• scarcity of complex and technically-advanced components which are usually available only from a limited number of suppliers;

• limited flexibility in deploying highly specialised or custom-built equipment being used for one project to another project;

• difficulty in selling custom-built equipment to third parties in the event of a customer default;

• product defects resulting in recall or product liability or other claims relating to product quality; and

• breakdown or failure of equipment, power supply or processes, industrial accidents, adverse weather conditions and natural disasters, which could adversely affect the Company’s manufacturing facilities.

The Company is subject to various risks with respect to its corporate structure which involves an increasing number of independently operated Subsidiaries.

In recent years, the Company’s growth has been increasingly driven by the results of its Subsidiaries that are strategically operated as stand-alone businesses. In the nine months ended 31 December 2018 the Company’s Hydrocarbons, Information Technology and Technology Services, Financial Services and Developmental Projects segments accounted for approximately 41% of the Company’s consolidated gross revenue from operations.

Many of the Subsidiaries are operated as independent businesses to encourage growth. The Company continues to invest significant funds in these businesses. The Company has been making significant investments in certain of its Subsidiaries as part of its strategic investments, which exposes the Company to additional risks. See “—The Company may be required to write down or write off certain of its strategic investments or investments in its Subsidiaries, associates or joint ventures”. As the Company acts as a holding company for its investments in certain Subsidiaries, distribution of any income by these Subsidiaries is subject to dividend distribution tax. This could have an adverse effect on the Company’s results of operations.

This corporate structure emphasising independent operating Subsidiaries is subject to various risks such as:

• reliance on dividends and distributions from independently operated Subsidiaries, including the Company’s information technology and technology services, financial services and developmental projects segments;

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• limited flexibility in corporate actions, including restructuring actions, that require the approval of Subsidiaries which are publicly listed, such as L&T Finance Holdings Limited, subject to separate rules and regulatory requirements; and

• reliance on independent management to operate these Subsidiaries.

Limitations on the ability of these Subsidiaries to transfer funds to the Company and the structural dependence on independently operated businesses could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

Implementation of the Company’s expansion programme is subject to a variety of risks

The Company has implemented a number of expansion programmes in the past few years, including the expansion of existing manufacturing facilities, the extension of existing businesses into new products and services, expansion of manufacturing and fabrication bases in international geographies and the formation of strategic alliances with foreign corporations. The success of certain of these programmes is dependent on market conditions, the Company’s ability to develop new expertise and undertake new risks, and other factors applicable at the time.

Additionally, the Company’s expansion plans poses significant challenges to its management, administrative, financial and operational resources. The Company’s expansion programme increases the challenges involved in financial management, recruitment, training and retention of high quality human resources, preserving the Company’s values and entrepreneurial environment, and developing and improving its internal administrative infrastructure. The Company cannot provide any assurance that it will succeed in generating return on its investments. In the event the Company is unable to realise the benefits expected from its expansion activities, its business, financial condition and results of operations could be materially adversely affected.

The Company may be required to write down or write off certain of its strategic investments or investments in its Subsidiaries, associates or joint ventures

The Company has made and expects to continue making certain investments in its Subsidiaries, associates, joint ventures or other entities, and loans, advances and other commitments to support certain of its Subsidiaries, associates and joint ventures and other strategic or financial investments. The Company has made significant investments into funding of certain of its Subsidiaries as part of its strategic initiative to optimize borrowing costs at a group level and as further investments in some of these businesses. These investments and commitments have included capital contributions to enhance the financial condition or liquidity position of the Subsidiaries of the Company, its associates and joint ventures. If the business and operations of these Subsidiaries, associates or joint ventures deteriorate, the Company’s investments may be required to be written down or written off or further capital injections may be required to be made.

The Company faces competition in its business from Indian and international infrastructure and manufacturing companies. If the Company cannot respond adequately to increased competition in the future, it may lose market share and its profits may decline

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Historically, the Company has faced limited competition in India for certain of its businesses. Substantial barriers, including regulatory restrictions on foreign investment, have curtailed foreign competition in India and limitations on industrial capacity, licensing and other controls have restricted domestic competition. In recent years, India has adopted economic policies which are likely to create increased competition in the infrastructure and manufacturing businesses, from domestic and foreign companies. While the Company believes that the liberalisation of the Indian economy creates attractive business opportunities for it, the Company also anticipates that competition from both Indian and foreign companies might increase.

In its infrastructure business, the competitive environment in which the Company operates varies depending on the size, nature and complexity of the project and on the geographical region in which the project is to be executed. The Company’s competition includes major Indian, U.S., European, Korean and other East Asian infrastructure companies. Within its manufacturing business, the Company’s competitors vary from product to product. In the switchgear industry, the Company competes with various U.S. and European companies. In the valves business, the Company is facing increased competition from Chinese, Korean and Italian manufacturers. The Company faces competition internationally from European companies in the field of mobile crushing plants and from Chinese and Eastern European companies in the manufacture of tyre machinery. In addition, political and regulatory changes in the Middle East may lead to changes in contracted terms and labour issues.

Some of the Company’s competitors, particularly international companies, are larger than it and have greater financial resources. They may also benefit from greater economies of scale and operating efficiencies. Competitors may, either through consolidation or growth, present more credible integrated and/or lower cost solutions than the Company, causing it to win fewer tenders. In addition, certain of the sectors in which the Company operates are becoming increasingly competitive leading to the market pricing projects at uneconomical levels. There can be no assurance that the Company can continue to effectively compete with its competitors in the future, and failure to compete effectively may have an adverse effect on its business, financial condition and results of operations.

Inability to obtain adequate financing to meet the Company’s liquidity and capital resource requirements may have an adverse effect on its results of operations

The Company has had, and expects to continue to have, substantial liquidity and capital resource requirements. These requirements are expected to increase in order to support the growth of the Company’s business, satisfy its capital commitments and finance its growing investment in its Subsidiaries and other new businesses. The Company will be required to supplement its cash flow from operations with external sources of financing to meet these requirements. The global capital markets are prone to experiencing, and may continue to experience, significant dislocations and liquidity disruptions. Such events have and may continue to have a significant adverse impact on the availability of credit and the confidence of the financial markets, globally as well as in India and may lead to an increase in the cost of financing. The inability of the Company to obtain financing or increase in cost of financing may impair its business, results of operations, financial condition or prospects.

Additionally, the Company’s project business requires substantial bank guarantee limits for issuance of performance bonds and advance payment guarantees to its clients. Regulatory guidelines introduced recently have significantly and adversely impacted the availability of domestic financial institutions to provide limits for the company’s business operations. In addition, requirements for the company and its subsidiaries to necessarily access capital markets in certain circumstances is likely to lead to increased cost of funding. Such constraints may affect the Company’s ability to grow its business and also impact its profitability.

Any deterioration of the Company’s credit ratings could have an adverse impact on its cost of funding and borrowing ability and may impact investor perception of its business. The Company

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cannot guarantee that the rating agencies will not downgrade its credit ratings in the future. Any deterioration in the Company’s credit ratings could result in increased funding costs for the Company and may limit the Company’s funding sources or impact the Company’s liquidity. If any of the foregoing were to occur, it could materially adversely affect the Company’s business, results of operations, financial condition and prospects.

As part of its financing arrangements, the Company is required to enter into certain restrictive covenants

Certain financial institutions and banks that lend to the Company have the benefit of certain restrictive covenants and right. Certain of the Company’s loan agreements contain covenants which restrict certain activities and require the Company to obtain lenders’ consents before, among other things, undertaking new projects, issuing new securities, declaring dividends in the event of non-payment and making certain investments beyond the approved amount. They also allow those lenders to sell assets of certain value in the event of non-payment of their dues. Such provisions are common in loan agreements with Indian lenders and are generally imposed on Indian borrowers, including the Company, with little or no variation. The Company’s loan agreements also require it to maintain certain financial ratios. Should the Company be in breach of any financial or other covenants contained in any of its financing agreements, the Company may be required to immediately repay its borrowings either in whole or in part, together with any related costs. The Company may be forced to sell some or all of the assets in its portfolio if it does not have sufficient cash or credit facilities to make repayments. Furthermore, the Company’s financing arrangements may contain cross default provisions which could automatically trigger defaults under other financing arrangements, in turn magnifying the effect of an individual default.

Volatility in the price of commodities could adversely affect the Company’s key customers, and therefore its business.

Price volatility of raw materials and commodities, including oil and gas, aluminium, copper and steel, creates uncertainty in respect of future project development, the rate of progress of current projects and order inflows. For example, declines in oil prices adversely affect oil-dependent economies of the Middle East, where a significant portion of the Company’s international business is focused. A decrease in the price of crude oil and natural gas would also have a negative impact on the hydrocarbon exploration industry, as well as on the mid and downstream hydrocarbon sectors, and in particular, on the Company’s customers engaged in these businesses. Volatility in the price of commodities could adversely affect the Company’s business and prospects, including its ability to expand its operations.

Risks related to environmental, employee related, health and safety laws

If the Company fails to comply with environmental, employee-related, health and safety laws and regulations or any other local laws or regulations in the countries in which it operates, it may adversely affect the Company’s business and results of operations. As an infrastructure and manufacturing company, the Company is required to comply with various laws and regulations relating to the environment. Although the Company believes that it complies in all material respects with all such statutes applicable to it and with the regulations thereunder, it may incur substantial costs to comply with requirements of environmental laws and regulations in the future. Environmental laws and regulations in India are not as extensive as they are in certain other countries, such as the United States and the European Union. They have, however, been increasing in stringency and it is possible that they will become significantly more stringent in the future. If any of the Company’s plants or the operations of such plants are shut down, the Company may continue to incur costs in complying with regulations, appealing any decision to close its facilities and continuing to pay labour and other costs which continue even if the facility is closed. As a result, the Company’s overall operating expenses may increase, adversely

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affecting its business and results of operations. The Company is also subject to health and safety laws and regulations as well as laws and regulations governing its relationship with its employees in areas such as minimum wages, maximum working hours, overtime, working conditions, hiring and terminating employees, contract labour and work permits. The success of the Company’s strategy to modernise and optimise its existing operations in various divisions is contingent upon, among other factors, receipt of all required licences, permits and authorisations, including local land use permits, building and zoning permits, and environmental, health and safety permits. Changes in laws or regulations in the countries in which the Company operates may result in the Company incurring significant costs in order to maintain compliance with such laws and regulations and may delay or prevent project completion. The Company’s domestic operations in India and its international operations span several core sectors and are subject to regulatory requirements and government policies. Non-compliance with any such regulations or policies may lead to imposition of trade restrictions or penalties, revocation of permits or licences for the Company’s operations or litigation that may adversely affect the Company’s reputation, brand image, business and results of operations.

Failure to effectively manage acquisitions, divestments and joint ventures that the Company makes may adversely impact the Company’s growth and profitability.

The Company evaluates merger and acquisition opportunities and strategic partnerships as part of its growth strategy and may commit itself to mergers, acquisitions or the formation of joint ventures in the future, if suitable opportunities arise. These may require significant investments which may not result in favourable returns. In the ordinary course of business, the Company also considers the disposal of non-core assets, including the Group’s road assets, power assets and realty holdings. Acquisitions, disposals and joint ventures involve additional risks, including:

• unforeseen contingent risks or latent liabilities relating to these businesses that may become apparent only after the acquisition, disposal or joint venture is completed; integration and management of the operations and systems;

• retention of select personnel;

• co-ordination of sales and marketing efforts; and

• diversion of management’s attention from other ongoing business concerns.

If the Company is unable to integrate the operations of an acquired business or joint venture successfully or manage such future acquisitions or joint ventures profitably or is unable to efficiently dispose of non-core assets or businesses, its growth plans may not be met and the Company’s cash generation and profitability may decline.

Other Business risks

The Company’s revenues and cash flows are highly dependent upon a limited number of customers. The Company has historically earned a significant proportion of its revenues and cash flows from a limited number of customers, including public sector entities in India and internationally. The nature of the Company’s infrastructure business is such that it is heavily reliant upon a relatively small number of customers for a significant portion of revenues and cash flows. A failure to place orders or pay amounts due by a number of these clients at any one time could significantly and adversely affect the Company’s revenues, cash flows and operations.

The Company relies heavily upon public sector undertakings (“PSUs”), wherein central and/or state governments hold a majority stake, to appoint it on large-scale infrastructure projects in India. PSUs can be subject to political influence; there have been instances in India where a party has been awarded a contract by a PSU, which was subsequently rescinded for reasons not

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connected to the project or the successful party. Additionally, many of the Company’s projects are public sector sponsored projects and these are often subject to delay, which can significantly and adversely affect the results of operations of the Company.

The Company’s order book depends on its order inflows and may be subject to unexpected adjustments and cancellations and is therefore an uncertain indicator of future earnings. As at 31 December 2018, the Company’s order book was approximately Rs. 2,840 billion on a consolidated basis. The Company cannot guarantee that the revenues anticipated in the order book will be realised or, if realised, will be realised on time or result in profits. The order book includes orders from the Company’s Subsidiaries which have not achieved financial closure and delay or inability to achieve financial closure may result in the projects remaining in the order book for an extended period of time or in cancellation of the order. In addition, project delays or cancellations or scope of work adjustments may occur from time to time due to a client’s default, incidents of force majeure, legal impediments or the Company’s default and may adversely affect the revenues and profits of the Company. Any delay in recovery to the global slowdown in economic activity (among other factors) would have a material adverse effect on the growth of the Company’s order inflows and the rate of growth of the Company’s order book and future earnings.

If the Company does not effectively manage its international operations, these operations may incur losses or otherwise adversely affect the Company’s business and results of operations. The Company has operations in more than 30 countries. It has executed projects in the Middle East, the Americas, South East Asia, the CIS and parts of Africa. These projects include airports, roads, bridges, stadia, electrical facilities, hotels, residential and commercial complexes, offshore oil and gas facilities, onshore hydrocarbon projects and cement and power plants. The Company has expanded its business internationally either directly or through Subsidiaries, associated companies and/or joint ventures. Because of the increased scale and scope of the Company’s international operations, it is subject to additional risks, including risks related to complying with a wide variety of national and local laws, uncertain political and economic environments, government instability, restrictions on the import and export of certain technologies, expropriation or deprivation of assets and multiple and possibly overlapping tax structures. In addition, the Company may face competition in other countries from companies that may have more experience with operations in such countries or with international operations generally. The Company may also face difficulties integrating new facilities in different countries into its existing operations, as well as integrating employees that the Company hires in different countries into its existing corporate culture. If the Company does not effectively manage its foreign operations, the Company’s business and results of operations may be adversely affected.

A delay or failure in the supply of materials, services and finished goods by third parties, or failure to perform by sub-contractors, may adversely affect the Company’s business and results of operation. For its key business operations, the Company relies on third parties for the timely supply of specified raw materials, equipment and maintenance services. Although the Company actively manages these third-party relationships to ensure continuity of timely supplies which meet the required specifications, certain events could result in supplies not being delivered on time or meeting required specifications. Such events could materially adversely affect the Company’s business, prospects, financial condition and results of operations. Furthermore, for certain contracts, the Company employs sub-contractors in relation to specific aspects of the project. Failure by sub-contractors, for any reason, to meet specified completion dates could delay completion of the overall project and could lead to delayed payment and imposition of penalties by customers. In addition, the Company may be liable to pay these penalties due to the insufficiency of performance guarantees in the Company’s agreements with sub-contractors.

Fluctuations in exchange rates between the Rupee, U.S. Dollar, and other currencies may have a material adverse effect on the Company’s operating results

22

An increasing part of the Company’s revenues, expenses, assets and liabilities are denominated in foreign currencies. Fluctuations in foreign exchange rates could impact the Company’s revenues, assets and liabilities and have an adverse effect on its business, financial condition and results of operations.

Company’s performance may be impacted by its inability to retain talent

The Company is dependent on the expertise of its senior management and skilled employees and its results of operations may be adversely affected by the departure of its senior management and experienced skilled employees or its inability to attract new skilled employees. The Company is dependent on its directors and senior management for setting its strategic direction and managing its business, both of which are crucial to its success. Also, a significant number of its employees are skilled engineers and due to the limited pool of available skilled personnel, the Company faces strong competition to recruit and retain skilled and professionally qualified staff. A number of senior management personnel are expected to retire over the next few years and the success of their replacements cannot be assured. The Company’s continued future success also depends upon its ability to attract, recruit and retain a large group of experienced professionals and staff. The loss of the services of its senior management, including its Directors, or its inability to recruit, train or retain a sufficient number of experienced personnel could have a material adverse effect on its operations and profitability. The Company’s ability to retain experienced staff members as well as senior management will in part depend on its maintaining appropriate staff remuneration and incentive schemes. The ability of the Company to retain experienced staff would also depend on its ability to provide them with opportunities to transfer easily between the Company’s various businesses. The Company cannot be sure that the remuneration and incentive schemes it has in place will be sufficient to retain the services of its senior management and skilled employees.

Changes in technology may render the Company’s current technologies obsolete or require the Company to make substantial capital investments.

The Company’s business spans a wide range of activities and products that are subject to rapid and significant changes in technology. Although the Company strives to keep its technology in accordance with the latest international technological standards, the hydrocarbon, power, switchgear, switchboard, design and other technologies currently employed may become obsolete or subject to competition from new technologies in the future. The cost of implementing new technologies or expanding capacity and allocation of resources to research and development, could be significant and could adversely affect the Company’s results of operations.

The Company’s risk management policies and procedures may not adequately address unidentified or unanticipated risk.

The Company is exposed to various types of market risk, such as interest rate risk, exchange rate risk and commodities price risk, in addition to various forms of operational, legal and regulatory risks. The Company has entered into various hedging transactions in relation to its financial obligations. Factors such as interest rates, the availability and cost of credit, creditworthiness of counterparties and the liquidity of the global financial markets could significantly affect the Company’s financial position. Many of the hedging and other risk management strategies utilised by the Company also involve transactions with financial services counterparties. The failure of these counterparties to settle or the perceived weakness of these counterparties may impair the effectiveness of the Company’s hedging and other risk management strategies. As the Company seeks to expand the scope of its operations, it also faces the risk that it will be unable to develop risk management policies and procedures that are properly designed for those new business areas or to manage the risks associated with the growth of its existing businesses. Inability to develop and implement effective risk management

23

policies may adversely affect the Company’s business, prospects, financial condition and results of operations.

Crystallization of contingent liabilities of the Company may result in adverse results

The Company has certain contingent liabilities, including relating to disputed tax liabilities, and its financial condition and profitability could be adversely affected if any of these contingent liabilities materialise. The Company’s contingent liabilities is disclosed in its audited consolidated financial statements and primarily consist of various disputed tax liabilities, claims against the Company that have not been acknowledged as debts, and corporate guarantees for debt given on behalf of an associate company. While the Company believes that these disputed tax liabilities are not likely to result in material liabilities for the Company, the relevant authorities may determine that the Company is required to settle all or a portion of the disputed tax liabilities. If any of these contingent liabilities materialise, the Company’s profitability may be adversely affected.

Downturn in the infrastructure sector could adversely affect growth prospects for the Company

The private infrastructure development industry in India is still at a relatively early stage of development and is linked to the continued growth of the Indian economy and to the Government’s focus on infrastructure development and expenditure levels in the infrastructure sector. The Company believes that infrastructure is a rapidly growing sector in India and is likely to provide the Company with substantial growth opportunities. However, the development of India’s infrastructure will be dependent on programmes and policies that facilitate and encourage private sector investment in infrastructure. Many of these programmes and policies are evolving and their success will depend on whether they are designed to properly address the issues faced and are effectively implemented. Additionally, the Company believes that these programmes will need continued support from stable and experienced regulatory regimes that not only stimulate and encourage the continued movement of private capital into infrastructure development, but also lead to increased competition, appropriate allocation of risk, transparency, effective dispute resolution and more efficient and cost-effective services to the end consumer. The Company believes that the availability of private capital and the continued growth of the infrastructure development industry is also linked to continued growth of the Indian economy, consumers’ income levels and the extent to which they would be willing to pay or can be induced to pay for infrastructure services. If the central and state governments’ initiatives and regulations in the infrastructure industry do not proceed in the desired direction or if there is a downturn in the macroeconomic environment in India, the Company’s business, its financial performance and the price of the Bonds could be adversely affected.

The Company’s inability to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate its business may have a material adverse effect on its business.

The Company requires certain statutory and regulatory permits and approvals for its business and the businesses carried on by its joint ventures. Laws or regulations in India and other countries in which the Company and/ or its joint ventures operate may require it to obtain licences or permits in order to bid for contracts or otherwise conduct its operations. In some jurisdictions, activities related to construction of its projects may be subject to the prior granting of environmental licences or permits or to prior notification. Additionally, in the future, the Company may be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by the Company or at all. Failure by the Company to renew, maintain or obtain the required permits or approvals may

24

result in the interruption of its operations and may have a material adverse effect on its business, financial condition and results of operations.

The Company may not have adequate insurance coverage.

The Company is generally required to maintain adequate insurance cover under its contracts for manufacturing, infrastructure works. However, the insurance cover that the Company obtains may not be sufficient to protect it from all losses it may sustain. Losses suffered due to inadequate insurance cover may have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

D. A brief history of the issuer since its incorporation:

i. History of the Issuer:

The Issuer was formed as a partnership in 1938 by Henning Holck-Larsen and Soren Kristian Toubro, two Danish engineers who came to India as representatives of F.L. Smidth & Co. A/S. The partnership venture was subsequently incorporated as a company in 1946.

The Issuer’s business originally consisted of fabrication. The Issuer then entered into the switchgear business. Entry into the construction business followed through a subsidiary which was merged with the Issuer in 1984. In the early 1960s, the Issuer commenced its valves and undercarriage manufacturing businesses. The Issuer’s heavy fabrication facilities were substantially expanded in 1968. The Issuer commenced manufacture of earth-moving equipment in 1976 and entered into the cement business in the early 1980s. In 1987, the Issuer established a fabrication facility and open yard on the waterfront at Hazira, which has enhanced its ability to fabricate and transport large structures. In the 1990s, the Issuer entered into the EPC business and formed engineering joint ventures such as L&T Chiyoda Limited for hydrocarbon engineering in the mid- and downstream sectors and L&T-Sargent & Lundy Limited for the power sector.

In 1994, the Issuer set up L&T Finance to finance construction equipment manufactured by the Issuer and offer other financial products. In 1996, the Issuer set up L&T Infotech to further diversify its portfolio into information technology services. In 2015, the Issuer transferred its IES business to L&T technology Services Limited by way of slump sale. The cement business of the Issuer was demerged into UltraTech Cement Limited in 2004. In order to focus its strategy on key businesses including engineering, construction and technology, the Issuer discontinued its metal closures business in 2003 and sold its glass container business in 2005. The Issuer also divested its stake in its tractor manufacturing business (operated by L&T-John Deere Private Limited) and in its dairy plant manufacturing business (operated by L&T-Niro Limited) to its respective joint venture partners in 2005. In 2006, the Issuer inducted financial partners with strategic capabilities into L&TIDPL (its holding company for developmental projects) for a 21.6% stake in that company. To give impetus to the Issuer’s ventures in the fast-growing urban infrastructure business, L&T Urban Infrastructure Limited, or L&TUIL, was formed as a subsidiary of L&TIDPL in the same year. Shortly thereafter, strategic and financial partners acquired a 25% stake in L&TUIL.

Between 2004 and 2006, the Issuer expanded its electrical products capabilities by acquiring Datar Switchgear Limited, entered into a joint venture with upstream engineering company, Valdel Corporation Private Limited (the Issuer increased its stake in the joint venture in 2007), acquired a niche technology company, Spectrum Infotech Private Limited, and acquired a controlling stake in International Seaport Dredging Limited from Dredging International.

In 2007, the Issuer expanded its financial services business by setting up L&T Infrastructure Finance Company Limited to finance infrastructure development

25

projects. In 2009, the Issuer acquired an asset management company and took steps to commence general insurance business.

Over the past few years, the Issuer has been expanding its manufacturing facilities at Hazira, Mysore and Ahmednagar, and setting up new manufacturing facilities at Coimbatore, Talegaon and Navi Mumbai and design and engineering centres at Faridabad, Vadodara, and in the United Arab Emirates. The Issuer has expanded its production base overseas, setting up companies to manufacture switchgears, valves and rubber processing machinery in China and switchboards in Saudi Arabia. The Issuer has also set up a manufacturing facility for control and automation in the United Arab Emirates and a modular fabrication yard (“MFY”) in Oman. In addition, it is setting up a heavy engineering facility adjacent to the MFY.

The Issuer has ventured into new businesses, seeking to leverage its engineering and manufacturing strengths. It has commenced shipbuilding at its Hazira facility and has set up a new shipyard-cum-port at Katupalli in South India under a subsidiary L&T Shipbuilding Ltd, which has commenced operations recently. This subsidiary has also tied up with Mitsubishi Heavy Industries Ltd for technological support for construction of commercial vessels. Recently, L&T bought back 3% held by TIDCO in L&T Shipbuilding to become a 100% shareholder in L&T Shipbuilding.

Issuer, through its separate joint ventures with Mitsubishi Heavy Industries Ltd, has started manufacturing boilers and turbine generators with supercritical technology. To complement its existing oil and gas business, the Issuer has entered into a joint venture with a Malaysian group, that owns and operates a specialized vessel for deep sea pipe laying and platform installation, and a joint venture with Gulf Interstate Engineering USA which carries out design engineering of cross country pipelines. The Issuer has also entered into a joint venture for defence electronics, and has signed memoranda of understanding with global majors for opportunities in the nuclear power sector and the defence sector. Further, the Issuer has, through its international subsidiary, acquired TAMCO Corporate Holding (“Tamco”), which provided the Issuer with an entry into the medium voltage switchgear segment in Malaysia, Indonesia and Australia.

The Issuer has also made a foray into the railways sector and has won, amongst others, India’s first monorail project in Mumbai. To strengthen its heavy engineering capabilities, the Issuer has set up a facility for manufacturing heavy forgings for the nuclear, hydrocarbon and other sectors, in a joint venture with the Nuclear Power Corporation of India.

Further to capitalize on opportunities in the Indian infrastructure growth story, the Issuer has built a portfolio of development projects, focusing on roads, ports, power and urban infrastructure. In the last few years, it has taken up development of a metro system as well.

The Issuer has divested its non-core businesses in glass, tractor, dairy plant manufacturing, ready-mix concrete and petroleum dispensing pumps in order to streamline and focus on its core business. It has also sold its minority stake in UltraTech Cement Limited, and reduced its stake to minority in International Seaport Dredging Limited. In 2011 the Issuer has sold its stake in L&T-CASE Equipment Private Limited to its JV partner CNH Global NV.

In 2012, the Issuer completed acquisition of Audco India Limited and announced stake purchase of Komatsu’s 50% stake in L&T-Komatsu Limited. These acquisitions will help the Issuer grow its valve business globally & consolidate its leadership position in construction & mining equipment business respectively. It has also acquired the partner’s 50% stake in the valves manufacturing subsidiary. Recently, the land being used by L&T Valves Ltd. but owned by L&T Ltd. has been demerged into L&T Valves Ltd.

The Issuer has completed an internal reorganisation where complementary business units have been organised under vertically integrated businesses known as ‘independent companies’ (“ICs”). While these ICs are not necessarily separate legal

26

entities, they have their own internal boards and embedded shared service functions, such as human resources, resource support, and finance and accounts, to enable self-sufficiency and better customer reach. The Issuer believes that the new structure will open up opportunities for leadership development, provide a platform for nurturing internal resources, and is also expected to provide focus to businesses within each IC. The Hydrocarbon business has been demerged from the parent company into a separate subsidiary, L&T Hydrocarbon Engineering Ltd. Also, the Technology services business has been transferred from the parent company to a separate company, L&T Technology Services Ltd. Due to the increased focus on Water Management and Digitalization initiatives of the Government, the company has created separate ICs called Water and Effluent Treatment (WET) and Smart World and Communications IC (SWC). Furthermore, with the increased focus on Make in India initiatives of the Govt in the Defence segment, the Company carved out its Defence and Aerospace Business as a separate vertical from Heavy Engineering IC.

As part of the reorganization drive, the Issuer also consolidated its urban infrastructure business under L&T Realty Pvt. Ltd. and has transferred the business of L&T UIL to it from L&T IDPL. A large part of the stakes held by strategic and financial partners in the development projects business was bought back. Now, to support the next phase of investment into concessions business, a financial partner is being brought into L&T IDPL. Now, to support the next phase of investment into concessions business, Canadian Pension Fund (CPPIB) has been brought into L&T IDPL. The Company has announced sale of its Electrical and Automation business to Schneider Electric, which is awaiting closing formalities to now be completed.

As part of its strategy to grow the revenue and profit of its asset light services business portfolio, the Issuer has acquired 60.59% of the Equity Share Capital in Mindtree Limited for a total consideration of approximately Rs.10,000 Crore. Refer the SEBI website at the following link for further details, including the risks associated with the acquisition (https://www.sebi.gov.in/filings/takeovers/mar-2019/mindtree-limited_42436.html).

The Issuer has consistently won accolades in business leadership, innovation, corporate governance, corporate social responsibility and reporting, financial management, etc, in India and abroad.

The Issuer released its maiden “Corporate Sustainability Report” in 2008 and followed it with annual releases thereafter. The Company follows Global Reporting Initiative (GRI) Sustainability Reporting Standards (SRS). From 2018, the sustainability report was transformed into an Integrated Report (as per International Integrated Reporting Council framework). The Relevant parameters in the Sustainability Reports and Integrated Report are externally assured and GRI Checked with highest level of non-financial disclosures in the public domain since 2008.

The Issuer released its maiden “Corporate Sustainability Report” in 2008 and followed it with annual releases thereafter. This report was converted into an Integrated Report in 2015. The Company now has the highest level of non-financial disclosures as required under the Global Reporting Initiative.

ii. Details of Equity Share Capital as on last quarter end (31-12-2019)

Equity Share capitalAuthorized share capital Rs 3,250,000,000Issued, subscribed and paid up share capital

Rs.2,807,162,752

iii. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY AS ON LAST QUARTER END (30-09-2019), FOR THE LAST FIVE YEARS:-

27

Date of Change (AGM/EGM)

Amount (in Rs) Particulars

Resolution passed by Postal Ballot on July 4, 2017

93,35,29,510 Issue of Bonus shares in the ratio of 1:2

iv. EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END (31-12-2019), FOR THE LAST FIVE YEARS:-

Date of Allotment

No of Equity Shares

Face Value (Rs)

Premium (in Rs)

Consideration (Cash, other than cash)

Nature of Allotment

Cumulative

           No of Equity

SharesEquity Share Capital (Rs)

Equity Share Premium (in

Rs)Opening as on January 1, 2014

92,60,68,994 2 - Cash

Opening Balance - 1,85,21,37,988 71,44,00,01,429

22-Jan-14 52,3502

9.70 CashEmployee Stock Options 92,61,21,344 1,85,22,42,688 71,44,05,09,224

22-Jan-14 5,87,4722

398.70 CashEmployee Stock Options 92,67,08,816 1,85,34,17,632 71,67,47,34,311

19-Feb-14 59,2502

9.70 CashEmployee Stock Options 92,67,68,066 1,85,35,36,132 71,67,53,09,036

19-Feb-14 1,44,592 398.70 CashEmployee Stock Options 92,69,12,658 1,85,38,25,316 71,73,29,57,866

04-Apr-14 20,812 2 9.70  Cash

Employee Stock Options

92,69,33,470

1,85,38,66,940

71,73,31,59,743

04-Apr-14 4,75,507

2

398.70  Cash

Employee Stock Options

92,74,08,977

1,85,48,17,954

71,92,27,44,384

30-May-14 11,850

2

9.70  Cash

Employee Stock Options

92,74,20,827

1,85,48,41,654

71,92,28,59,329

30-May-14 2,89,643

2

398.70  Cash

Employee Stock Options

92,77,10,470

1,85,54,20,940

72,03,83,39,993

28-Jul-14 9,393

2

9.70 Cash

Employee Stock Options

92,77,19,863

1,85,54,39,726 

72,03,84,31,105

28-Jul-14 5,12,788

2

398.70 Cash

Employee Stock Options

92,82,32,651

1,85,64,65,302 

72,24,28,79,680

07-Nov-14 49,117

2

9.70 Cash

Employee Stock Options

92,82,81,768

1,85,65,63,536

72,24,33,56,115

07-Nov-14 5,67,471

2

398.70 Cash

Employee Stock Options

92,88,49,239

1,85,76,98,478

72,46,96,06,803

09.02.2015 92,437

2

9.70 Cash

Employee Stock Options

9289,41,676

1,85,78,83,352

72,47,05,03,442

09.02.2015 6,20,385

2

398.70 Cash

Employee Stock Options

9295,62,061

1,85,91,24,122

72,71,78,50,941

03.04.2015 14,812

2

9.70 Cash

Employee Stock Options

9295,76,873

1,85,91,53,746

72,71,79,94,618

03.04.2015 4,63,515

2

398.70 Cash

Employee Stock Options

9300,40,388

1,86,00,80,776

72,90,27,98,048

30.05.2015 8,350

2

9.70 Cash

Employee Stock Options

9300,48,738

1,86,00,97,476

72,90,28,79,043

30.05.2015 2,50,261

2

398.70 Cash

Employee Stock Options

9302,98,999

1,86,05,97,998

73,00,26,58,104

28

31.07.2015 7,631

29.70 Cash

Employee Stock Option 9303,06,630

1,86,06,13,260

73,00,27,32,125

31.07.2015 2,35,585

2398.70 Cash

Employees Stock Option 9305,42,215

1,86,10,84,430

73,01,21,35,465

27.08.2015 71,187

29.70 Cash

Employee Stock Option 9306,13,402

1,86,12,26,804

73,01,28,25,979

27.08.2015 48,593

2398.70 Cash

Employees Stock Option 9306,61,995

1,86,13,23,990

73,03,22,00,008

30.10.2015 45,762

2

9.70 CashEmployee Stock Option

93,07,07,757

1,86,14,15,514

73,032,643,899

30.10.2015 5,06,980

2

398.70 CashEmployees Stock Option

93,12,14,737

1,86,24,29,474

73,234,776,825

29.01.2016 20,412

2

9.70 CashEmployee Stock Option

93,12,35,149

1,86,24,70,298

73,234,974,822

29.01.2016 2,43,696

2

398.70 CashEmployees Stock Option

93,14,78,845

186,29,57,690

73,332,136,417

12.04.2016 5,812

2

9.70 CashEmployee Stock Option

93,14,84,657

1,86,29,69,314 73,332,1

92,793

12.04.2016 3,50,170

2

398.70 CashEmployees Stock Option

93,18,34,827

1,86,36,69,654 73,471,8

05,572

28.05.2016 7,500

2

9.70 CashEmployee Stock Option

93,18,42,327

1,86,36,84,654 73,471,8

78,322

28.05.2016 1,65,666

2

398.70 CashEmployees Stock Option

93,20,07,993 1,86,40,15,9

86 73,537,9

29,357

29.07.2016 4,000

2

0.3 CashEmployees Stock Option

93,20,11,993 1,86,40,23,9

86 73,537,9

30,557

29.07.2016 12,588

2

9.70 CashEmployee Stock Option

93,20,24,581 1,86,40,49,1

62 73,538,0

52,660

29.07.2016 1,28,940

2

398.70 CashEmployees Stock Option

93,21,53,521 1,86,43,07,0

42 73,589,4

61,038

16.08.2016 62,250

2

9.70 CashEmployee Stock Option

93,22,15,771 1,86,44,31,5

42 73,590,0

64,863

16.08.2016 1,18,451

2

398.70 CashEmployees Stock Option

93,23,34,222 1,86,46,68,4

44 73,637,2

91,277

22.11.2016 4,000

2

0.3 CashEmployees Stock Option

93,23,38,222 1,86,46,76,4

44 73,637,2

92,477

22.11.2016 28,139

2

9.70 CashEmployee Stock Option

93,23,66,361 1,86,47,32,7

22 73,637,5

65,425

22.11.2016 3,10,583

2

398.70 CashEmployees Stock Option

93,26,76,944 1,86,53,53,8

88 73,761,3

94,867

28.01.2017 4,000

2

0.3 CashEmployees Stock Option

93,26,80,944 1,86,53,61,8

88 73,761,3

96,067

28.01.2017 30,937

2

9.70 CashEmployee Stock Option

93,27,11,881 1,86,54,23,7

62 73,761,6

96,156

28.01.2017 2,53,922

2

398.70 CashEmployees Stock Option

93,29,65,803 1,86,59,31,6

06 73,862,9

34,858

07.04.2017 23,564

2

9.70 CashEmployee Stock Option

93,29,89,367 1,86,59,78,7

34 73,863,1

63,428

07.04.2017 2,81,900

2

398.70 CashEmployees Stock Option

93,32,71,267 1,86,65,42,5

34 73,975,5

56,958

29.05.2017 5,675

2

9.70 CashEmployee Stock Option

93,32,76,942 1,86,65,53,8

84 73,975,6

12,006

29.05.2017 1,39,515

2

398.70 CashEmployees Stock Option

93,34,16,457 1,86,68,32,9

14 74,031,2

36,636

29

10.07.2017 550

2

9.70 CashEmployee Stock Option

93,34,17,007 1,86,68,34,0

14 74,031,2

41,971

10.07.2017 1,12,503

2

398.70 CashEmployees Stock Option

93,35,29,510 1,86,70,59,0

20 74,076,0

96,918

14.07.2017

4,66,764,755

2

NA

Consideration other than Cash Bonus Issue

1,40,02,94,265 2,80,05,88,5

30 74,096,1

93,733

12.08.2017 97,500

2

5.8 CashEmployees Stock Option

1,40,03,91,765 2,80,07,83,5

30 74,096,7

59,233

12.08.2017 1,53,797

2

265.1 CashEmployees Stock Option

1,40,05,45,562 2,80,10,9112

4 74,137,5

30,818

11.11.2017 27,077

2

5.8 CashEmployees Stock Option

1,40,05,72,639 2,80,11,45,2

78 74,137,6

87,865

11.11.2017 4,58,982

2

265.1 CashEmployees Stock Option

1,40,10,31,621 2,80,20,63,2

42 74,259,3

63,993

31.01.2018 32,385

2

5.8 CashEmployees Stock Option

1,40,10,64,006 2,80,21,28,0

12 74,259,5

51,826

31.01.2018 3,05,450

2

265.1 CashEmployees Stock Option

1,40,13,69,456 2,80,27,38,9

12 74,340,5

26,621

05.04.2018 41,289

2

5.8 CashEmployees Stock Option

1,40,14,10,745 2,80,28,21,4

90 74,340,7

66,097

05.04.2018 1,53,261

2

265.1 CashEmployees Stock Option

1,40,15,64,006 2,80,31,28,0

12 74,381,3

95,588

28.05.2018 4,788

2

5.8 CashEmployees Stock Option

1,40,15,68,794 2,80,31,37,5

88 74,381,4

23,359

28.05.2018 1,58,807

2

265.1 CashEmployees Stock Option

1,40,17,27,601 2,80,34,55,2

02 74,423,5

23,094

25.07.2018 7,500

2

5.8 CashEmployees Stock Option

1,40,17,35,101 2,80,34,70,2

02 74,423,5

66,594

25.07.2018 1,08,732

2

265.1 CashEmployees Stock Option

1,40,18,43,833 2,80,36,87,6

66 74,452,3

91,447

11.08.2018 96,375

2

5.8 CashEmployees Stock Option

1,40,19,40,208 2,80,38,80,4

16 74,452,9

50,422

11.08.2018 46,828

2

265.1 CashEmployees Stock Option

1,40,19,87,036 2,80,39,74,0

72 74,465,3

64,525

28.09.2018 4,138

2

5.8 CashEmployees Stock Option

1,40,19,91,174 2,80,39,82,3

48 74,465,3

88,526

28.09.2018 2,29,115

2

265.1 CashEmployees Stock Option

1,40,22,20,289 2,80,44,40,5

78 74,526,1

26,912

25.01.2019 77,988

2

5.8 CashEmployees Stock Option

1,40,22,98,277 2,80,45,96,5

54 74,526,5

79,243

25.01.2019 3,26,292

2

265.1 CashEmployees Stock Option

1,40,26,24,569 2,80,52,49,1

38 74,613,0

79,252

25.03.2019 2,363

2

5.8 CashEmployees Stock Option

1,40,26,26,932

2,80,52,53,864 74,613,0

92,957

25.03.2019 1,02,453

2

265.1 CashEmployees Stock Option

1,40,27,29,385 2,80,54,58,7

70 74,640,2

53,247 10.05.20

19 5,9252

5.8 CashEmployees Stock Option

1,40,27,35,310

2,80,54,70,620

74,640,287,612

10.05.2019 64643

2265.1 Cash

Employees Stock Option

1,40,27,99,953

2,80,55,99,906

74,657,424,471

31.05.2019 2,91,325

2 1275.67 Cash

Conversion of FCCB

1,40,30,91,278

2,80,61,82,556

75,029,059,033

23.07.2019 2,125

25.8 Cash

Employees Stock Option

1,40,30,93,403

2,80,61,86,806

75,029,071,358

30

23.07.2019 84,116

2265.1 Cash

Employees Stock Option

1,40,31,77,519

2,80,63,55,038

75,051,370,509

03.08.2019 76,163

2 1275.67 Cash

Conversion of FCCB

1,40,32,53,682

2,80,65,07,364

75,148,529,363

21.08.2019 11,900

2 1275.67 Cash

Conversion of FCCB

1,40,32,65,582

2.80,65,31,164

75,163,709,836

23.10.2019 3,15,794

2265.1 Cash

Employees Stock Option

1,40,35,81,376

2,80,71,62,752

75,247,426,825

v. Details of any Acquisition or Amalgamation in the last 1 year.

Type of Event Date of Announceme

nt

Date of completion

Details

Merger of Spectrum Infotech Private Limited with the Company

28/01/2017 28/03/2018 Merger of wholly owned subsidiary with the Company

Acquisition of Mindtree Ltd

18/03/2019 27/06/2019 Acquisition of c.60% in Mindtree Ltd

vi. Details of any Reorganization or Reconstruction in the last 1 year:- NIL

E. Details of the shareholding of the Company as on the latest quarter end:-

i. Shareholding pattern of the Company as on last quarter end (31-12-2019):-

Category & Name of the Shareholder Total No of Shares Held

Number of equity shares

held in dematerialize

d form

Total shareholdin

g as % of total no of

equity shares

(I) (II) (III) (IV)Shareholding of Promoter and Promoter Group      Indian 0 0 0.00Individuals/Hindu undivided Family 0 0 0.00Central Government/State Government(s) 0 0 0.00Bodies Corporate 0 0 0.00Financial Institutions/Banks 0 0 0.00Any Other 0 0 0.00Sub-Total (A)(1) 0 0 0.00       Foreign      Individuals (Non-Resident Individuals/Foreign Individuals 0 0 0.00Bodies Corporate 0 0 0.00Institutions 0 0 0.00Qualified Foreign Investor 0 0 0.00

31

Any Other 0 0 0.00Sub-Total (A)(2) 0 0 0.00Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) 0 0 0.00

       Public Shareholding      

Institutions

Mutual Funds 268209596 268195718 19.11Venture Capital Funds 0 0 0.00Alternate Investment Funds 2105798 2105798 0.15Foreign Venture Capital Investors 0 0 0.00Foreign Portfolio Investors 260034169 259983167 18.53Financial Institutions/Banks 1050502 1004715 0.07Insurance Companies 246686262 246685587 17.58Provident Funds/Pension Funds 0 0 0.00Any Other 0 0 0.00Sub Total (B)(1) 778086327 777974985 55.44

Central Government/State Government(s)/President of India 3965223 3965223 0.28

Sub Total (B)(2) 3965223 3965223 0.28

Non-Institutions

i.Individual shareholders holding nominal share capital up to Rs.2 lakhs 272288715 254474430 19.40

ii.Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs 14389472 14389467 1.03

NBFCs Registered with RBI 156971 156971 0.01Employee Trusts 172128421 172128421 12.26Overseas Depositories (Holding DRs)(Balancing figure) 0 0 0Any Other  Foreign Nationals 568878 547173 0.04IEPF 1535523 1535523 0.11Non-Resident Indian (NRI) 14183672 13747777 1.01Clearing Members 1202112 1202112 0.09FOREIGN BODIES CORPORATES 255068 255068 0.02BANK 1427701 1421116 0.10FOREIGN BODIES-DR 1007233 1007233 0.07Overseas Corporate Bodies 4567 4567 0.00NON RESIDENT COMPANIES 3260 0 0.00QUALIFIED INSTITUTIONAL BUYER 70817928 70817928 5.05Trusts 20604545 20600045 1.47Bodies Corporate 31861958 31506825 2.27Sub Total (B)(3) 602436024 583794656 42.92

Shares held by Custodians and against which Depository Receipts have been issued

32

Promoter and Promoter Group 0 0 0Public 19093802 19093802 1.36Sub-Total (C) 19093802 19093802 1.36GRAND TOTAL (A)+(B)+(C) 1403581376 1384828666 100.00

ii. List of top 10 holders of equity shares of the Company as on the latest quarter end:-

Sno

Name of theShareholders

Total No ofEquityShares

No ofshares indemat form

TotalShareholding as % of total no. of equityshares

1 LIFE INSURANCE CORPORATION OF INDIA 200044911 200044236 14.25

2 L&T EMPLOYEES WELFARE FOUNDATION 172128421 172128421 12.26

3 HDFC TRUSTEE COMPANY LTD. 62980799 62980799 4.49

4 SBI ARBITRAGE OPPORTUNITIES FUND 38265808 38265808 2.73

5 ICICI PRUDENTIAL SENSEX ETF 30729963 30729963 2.19

6 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED

28165072 28165072 2.01

7 GENERAL INSURANCE CORPORATION OF INDIA 24930000 24930000 1.78

8 RELIANCE CAPITAL TRUSTEE CO LTD 22319525 22319525 1.59

9 CITIBANK N.A. NEW YORK, NYADR DEPARTMENT 19093802 19093802 1.36

10 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED 18907517 18907517 1.35

Total 617565818 617565143 44.00

F. Following details regarding the directors of the company:-

i. Details of current directors of the company

Name, Designation and

DIN

Age Address Director of the Company since

Details of Other Directorship

33

Mr. A. M. Naik(Group Chairman)(DIN: 00001514)

76 High Trees54, Pali Hill, Bandra(W)Mumbai 400 050.

23/11/1989 1. Larsen & Toubro Infotech Limited

2. L&T Realty Limited3. L&T Welfare

Company Limited4. L&T Technology

Services Limited5. L&T Employees

Welfare Foundation Private Limited

6. National Skill Development Council

7. Mindtree Limited

Mr. S. N. Subrahmanyan Chief Executive Officer & Managing Director(DIN: 02255382)

59 E-116, 16th Cross StreetBesant NagarChennai 600 090

01/07/2011 1. Larsen & Toubro Infotech Limited

2. L&T Technology Services Limited

3. L&T Metro Rail (Hyderabad) Limited

4. Mindtree Limited5. Mindtree

Foundation6. L&T Realty Limited

Mr. R. Shankar Raman (Whole-Time Director & Chief Financial Officer)(DIN: 00019798)

60 Flat No.123, 12th Flr Kalpataru Royale CHS Ltd.Plot 110, Rd.No29Sion (E)Mumbai 400022

01/10/2011 1. Larsen & Toubro Infotech Limited

2. L&T Infrastructure Development Projects Limited

3. L&T Realty Limited4. L&T Seawoods

Limited5. L&T Finance

Holdings Limited6. L&T Hydrocarbon

Engineering Limited7. L&T Investment

Management Limited

8. L&T Metro Rail (Hyderabad) Limited

9. Mindtree Limited

34

Mr. Shailendra Roy (Whole-Time Director & Senior Executive Vice President (Power)(DIN: 02144836)

66 603, KalpanaOpp.Ramakrishna Mission Hospital11th Road, Khar WestMumbai 400 052

09/03/2012 1. L&T Power Development Limited

2. L&T Power Limited3. L&T-Sargent &

Lundy Limited4. Nabha Power

Limited5. L&T-MHPS Boilers

Private Limited6. L&T-MHPS Turbine

Generators Private Limited

7. Raykal Aluminium Company Private Limited

8. L&T Special Steels and Heavy Forgings Private Limited

Mr. D.K Sen(Whole-time Director and Senior Executive Vice-President(Infrastructure)(DIN: 03554707)

63 Flat No. 43, Juhu Parul Premises Co-operative Society Limited, Juhu Tara Road, Juhu, Mumbai – 400049

01/10/2015 1. L&T Infrastructure Engineering Limited

2. L&T Aviation Services Private Limited

3. Construction Skill Development Council of India

Mr. M.V SatishWhole-time Director & Sr. Executive Vice President (Buildings, Minerals & Metals)(DIN: 06393156)

62 Flat No C 142 DLF Commander Court No. 49 Ethiraj Salai Egmore Chennai 600008

29/01/2016 1. L&T Aviation Services Private Limited

Mr. J.D Patil(Whole-time Director & Sr. Executive Vice President (Defence and Smart Technologies)(DIN: 01252184)

64 2702, Torino, Cliff Avenue Hirandani Gardens Mumbai 400076

01/07/2017 1. L&T Shipbuilding Limited

2. L&T MBDA Missile Systems Limited

3. Mindtree Limited4. Mindtree

Foundation

35

Mr. M. M. Chitale (Independent Director)(DIN: 00101004)

69 4/46, Vishnu Prasad Co-op. Hsg. Soc.Shahaji Raje MargVile Parle(E)Mumbai –400057

01/04/2014 1. Larsen & Toubro Infotech Limited

2. Asrec (India) Limited

3. Atul Limited4. R R Kabel Limited5. Bhageria Industries

Limited6. Macrotech

Developers LimitedMr. Subodh Bhargava (Independent Director)(DIN: 00035672)

77 Villa No. 69, The Palm Springs, Golf Course Road, Sector 54, Gurgaon - 122001

01/04/2014 1. Batliboi Limited2. Risk Educators

Private Limited

Mr. M. Damodaran (Independent Director)(DIN: 02106990)

71 D- 8/3, D- Block, Vasant ViharNew Delhi – 1100057

01/04/2014 1. Biocon Limited2. CRISIL Limited3. Hero Motocorp

Limited4. Tech Mahindra

Limited5. Excellence

Enablers Private Limited

6. Interglobe Aviation Limited

7. Kerala Infrastructure Fund Managament Limited

8. Bajaj Allianz General Insurance Company Limited

9. Bajaj Allianz Life Insurance Company Limited

36

Mr. Vikram Singh Mehta (Independent Director)(DIN: 00041197)

66 18 Friends Colony (West)New Delhi 110065

01/04/2014 1. Mahindra & Mahindra Limited

2. L&T Hydrocarbon Engineering Limited

3. Colgate-Palmolive (India) Limited

4. HT Media Limited5. Jubiliant Foodworks

Limited6. Apollo Tyres

LimitedN V Advisory Services Private Limited

Mr. Adil Siraj ZainulbhaiIndependent Director(DIN: 06646490)

65 The Imperial ApartmentFlat No.4701, B.B. Nakashe MargTardeoMumbai 400 026

30/05/2014 1. Reliance Industries Limited

2. Network18 Media & Investments Limited

3. Reliance Jio Infocomm Limited

4. Cipla Limited5. Reliance Retail

Ventures Limited6. TV18 Broadcast

Limited7. India Cast Media

Distribution Private limited

8. Viacom 18 Media Private LimitedPiramal Foundation

Ms. Sunita Sharma Nominee Director(DIN: 02949529)

60 3/301, Millenium Apartment, Plot -2, Dwarka, Sector -9, Delhi, 110077

01/04/2015 National Stock Exchange of India Limited

37

Mr. Thomas Mathew Thumpeparambil Independent Director (DIN: 00130282)

66 19A011, Kohinoor City, Phase-2, Kirol Road, Kurla West Mumbai 400070

03/04/2015 1. L&T Finance Holdings Limited

2. L&T Infra Debt Fund Limited

3. Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited

4. L&T Infrastructure Finance Company Limited

5. LIC(International) B.S.C.(c), Bahrain

6. PTC India Financial Services Limited

Mr. Ajay ShankarIndependent Director (DIN: 01800443)

69 Flat No 202, Tower 31, Near Akshardham Temple Commonwealth Games Village Delhi 110092

30/05/2015 TATA Power Delhi Distribution Limited

Mr. Subramanian Sudarsanam SarmaDirector(DIN: 00554221)

61 Apartment No. 505, Building No. 5, Marina Residence, Palm Jumeirah, Dubai, 000000, , United Arab Emirates

19/08/2015 L&T Hydrocarbon Engineering Limited

Mrs. Naina Lal Kidwai(Independent Director)(DIN: 00017806)

61 Mentok – R-I, Mustail 129 Qila No.13, Mehrauli, New Delhi - 110047

01/03/2016 1. Cipla Limited2. Max Financial

Services Limited3. Nayara Energy

Limited4. Shakti Sustainable

Energy Foundation5. LafargeHolcim

Limited6. Vadinar Oil

Terminal Limited

38

Mr. Sanjeev Aga(Independent Director)(DIN: 00022065)

67 1301 Satguru Sanskar, 3rd Road, Near Almeida Park, Off Turner Road, Bandra West, Mumbai 400050

25/05/2016 1. Larsen & Toubro Infotech Limited

2. UFO Moviez India Limited

3. Pidilite Industries Limited

4. Mahindra Holidays & Resorts India Limited

5. Vedant Fashions Private Limited

6. Vishal Mega Mart Private Limited

Mr. N. Kumar(Independent Director)(DIN: 00007848)

69 1 George Avenue Alwarpet Chennai 600018

27/05/2016 1. L&T Technology Services Limited

2. Bharti Infratel Limited

3. Entertainment Network (India) Limited

4. Take Solutions Limited

5. Mphasis Limited6. Aegon Life

Insurance Company Limited

7. N K Trading and Consultancy Private Limited

8. eG Innovations Private Limited

9. Madhuram Narayanan Centre for Exceptional Children

10. Singapore - India Partnership Foundation(India)

11. Risk Educators Private Limited

12. eG Innovations Pte Ltd

13. OPG Power Ventures PLC

39

Mr. Arvind GuptaNominee Director(DIN: 00090360)

49 House No. 26, Jor Bagh, Lodhi Road Delhi 110003

01/07/2017 1. The State Trading Corporation of India Limited

2. Truevalue Opinion and Advisors Private Limited

3. Urban Improvement Co Pvt Ltd

4. Aryan Brothers Private Limited

5. Safeway Enterprises Private Limited

6. Digital India Corporation

Mr. Hemant BhargavaNominee Director(DIN: 01922717)

59 C1 Jeevan Jyot, Setalvad Lane, Nepean Sea Road Mumbai 400036

28/05/2018 1. The Tata Power Company Limited

2. ITC Limited3. Voltas Limited

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

To the best of our knowledge, none of the directors of the Issuer are appearing in the RBI defaulter list and/or ECGC default list.

ii. Details of change in directors since last three years:-

Name, Designation and DIN

Date of appointment

Date of cessation (in

case of resignation)

Remarks

Mr. J.D Patil(Whole-time Director & Sr. Executive Vice President (Defence and Smart Technologies)(DIN: 01252184)

01/07/2017 - Appointed as Director of the Company

Mr. Hemant BhargavaNominee Director(DIN: 01922717)

28/05/2018 - Appointed as Director of the Company

Mr. Sushobhan Sarker (Nominee of LIC)(DIN: 00088276)

15/12/2012 02/05/2018 Ceased to be a Director of the Company pursuant to withdrawal of nomination

40

Mr. Akhilesh Krishna GuptaIndependent Director(DIN: 000359325)

09/09/2014 08/09/2019 Ceased to be a Director of the Company pursuant to completion of tenure as Independent Director

G. Following details regarding the auditors of the company:-

i. DETAILS OF THE AUDITOR OF THE COMPANY:-

Name Address Auditors Since

Deloitte Haskins & Sells LLP

Indiabulls Finance Centre, Tower 3, 27-32 Floors Senapati Bapat Marg, Prabhadevi (West) Mumbai 400013

01/04/2015

ii. DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:-

Name

Date of appointment

Date of resignati

on

Auditor of the Company

Since (in case of

resignation)

Remarks

Sharp & Tannan

01/04/2015 (as joint auditors)

- NA Retired as joint Auditors

w.e.f 31/03/2017

H. Borrowings Details of borrowings of the Company, as on the latest quarter end:-

The outstanding borrowings of the Issuer, as on 30-09-2019

i. Details of Loans Facilities (as on 30-09-2019):- (Amount in Rs. crore)

Lenders’ Name

Type of facility Principal amount

outstanding (Crores) #

Repayment date/ schedule

41

Trustee: IDBI Trusteeship Services Limited

Redeemable non-convertible fixed rate debentures

7109.91 Various dates upto April 2022

Trustee: IDBI Trusteeship Services Limited

Redeemable non-convertible inflation linked debentures

121.35 23 May 2023

Trustee: Citicorp International Limited, Hong Kong

0.675% Foreign currency convertible bond

1362.94 21st October 2019

Subsidiary companies

Loan from subsidiary companies and JVs

2878.98 Short term

Various banks

Working capital 3380.2 Short term

Various banks

Term Loans / External Commercial Borrowing

3104.59 Various dates upto 7th May 2023

Various Financial Institutions

Commercial Papers 4607.93 Various dates till 28 Feb 2020

# as per accounts and hence includes interest

ii. Details of NCDs (as on 31-12-2019):-

Debentures Series

Tenor / Period of Maturity

Coupon (p.a.)

Amount (Rs. crore)

Date of Allotment

Redemption on Date/ Schedule

Credit Rating

Secured/ Unsecured

8.80%-Rs. 200 Cr. Issue

10 years

8.80% 200 13 Apr’10

13 Apr’20 AAA Unsecured

9.15%-Rs. 300 Cr. Issue

10 years

9.15% 300 11 May’10

11 May’20

AAA Unsecured

8.95%- Rs. 300 Cr. Issue

10 years

8.95% 300 26 May’10

26 May’20

AAA Unsecured

9.75%- Rs. 250

10 years

9.75% 250 10 Apr’12

10 Apr’22 AAA Unsecured

42

Cr. Issue

1.65% Rs. 100 Cr. Inflation Linked NCDs

10 years

1.65% on inflation adjusted principal

121# 23 May’13

23 May’23

AAA Unsecured

8.40%- Rs. 1000 Cr. Issue

5 years 8.40% 1000 24 Sep 15

24 Sep’20

AAA Unsecured

7.87% - Rs. 1500 Cr. Issue

3 Years 7.87% 1500 18 Apr 19

18 Apr 22 AAA Unsecured

8.02 % Rs.2000 Cr. Issue

3 Years 8.02% 2000 22 May 19

22 May 22

AAA Unsecured

6.77% Rs 1400 Cr issue

1 year 6.77% 1400 19 Aug 19

20 Aug 20

AAA Unsecured

# as per accounts, original principal as issued : Rs 100 Cr

iii.List of top 10 Debenture holders (as on 31-12-2019):- iv.Sr. No. NAME and ADDRESS HOLDING ISINNO

8.80% 2000 NCDS OF RS. 10 LAC EACH1 PUNJAB AND SIND BANK,H.O. FUNDS

MANAGEMENT DEPT,1ST FLOOR 'BANK HOUSE',21 RAJENDRA PALACE, NEW DELHI,PINCODE-110008

300 INE018A08AD3

2 THE NEW INDIA ASSURANCE COMPANY LIMITED,NEW INDIA ASSURANCE BUILDING,87, M.G.ROAD,,FORT,,MUMBAIPINCODE-400001

250 INE018A08AD3

3 UNITED INDIA INSURANCE COMPANY LIMITED,INVESTMENT DEPARTMENT,24 WHITES ROAD,ROYAPETTAH,CHENNAIPINCODE-600014

200 INE018A08AD3

4 AGRICULTURE INSURANCE COMPANY OF INDIA 200 INE018A08A

43

LIMITED,13th FLOOR,AMBADEEP BUILDING,KASTURBA GANDHI MARG,CONNAUGHT PLACE,NEW DELHI.PINCODE-110001

D3

5 ARMY GROUP INSURANCE FUND,AGI BHAWAN RAO TULA RAM MARG,POST VASANT VIHAR NEW DELHI,NEW DELHI 110057,NEW DELHIPINCODE-110057

100 INE018A08AD3

6 FUTURE GENERALI INDIA INSURANCE CO LTD,HDFC BANK LTD, CUSTODY SERVICES,LODHA - I THINK TECHNO CAMPUS,OFF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST MUMBAIPINCODE-400042

100 INE018A08AD3

7 PNB METLIFE INDIA INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

100 INE018A08AD3

8 STAR UNION DAI-ICHI LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

100 INE018A08AD3

9 THE ORIENTAL INSURANCE COMPANY LIMITED,THE ORIENTAL INSURANCE COMPANY LIMIT,ORIENTAL HOUSE, P B 7037,,A-25/27, ASAF ALI ROAD,,NEW DELHIPINCODE-110002

100 INE018A08AD3

10 ECGC LIMITED,NIRMAL BLDG, 5TH FLOOR,241/242, BACKBAY RECLAMATION,NARIMAN POINT,MUMBAIPINCODE-400021

100 INE018A08AD3

9.15% 3000 NCDS OF RS. 10 LAC EACH1 SBI LIFE INSURANCE CO.LTD,HDFC BANK LIMITED

CUSTODY SERVICES,LODHA-I THINK TECHNO CAMPUS 8TH FLR,NEXT TO KANJURMARG RAILWAY STATION,KANJURMARG E MUMBAIPINCODE-400042

1800 INE018A08AG6

2 IDFC CORPORATE BOND FUND,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

610 INE018A08AG6

3 ADITYA BIRLA SUN LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

250 INE018A08AG6

4 IDFC FIXED TERM PLAN SERIES 131,DEUTSCHE 190 INE018A08A44

BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

G6

5 EXIDE LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG, DB HOUSE,,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT,MUMBAIPINCODE-400001

100 INE018A08AG6

6 MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF00525,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

30 INE018A08AG6

7 MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF00325,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

8 INE018A08AG6

8 MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF00625,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

7 INE018A08AG6

9 MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF0012,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

4 INE018A08AG6

10 MAX LIFE INSURANCE CO LTD BOND FUND (ULGF00707/02/,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

1 INE018A08AG6

8.95% 3000 NCDS OF RS. 10 LAC EACH1 IDFC CORPORATE BOND FUND,DEUTSCHE BANK

AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

1100 INE018A08AH4

2 ADITYA BIRLA SUN LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

400 INE018A08AH4

3 NATIONAL INSURANCE COMPANY LTD,INV 400 INE018A08A

45

DEPT,EVEREST HOUSE, 4 TH F L O O R,,46 C, J. N. ROAD,CAL CUTTAPINCODE-700071

H4

4 PNB METLIFE INDIA INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

300 INE018A08AH4

5 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED-PO,Standard Chartered Bank, CRESCENZO,Securities Services, 3rd Floor,C-38/39 G-Block, BKC Bandra (East),Mumbai IndiaPINCODE-400051

200 INE018A08AH4

6 HDFC ERGO GENERAL INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

150 INE018A08AH4

7 MAX LIFE INSURANCE COMPANY LIMITED A/C - ULIF0012,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

100 INE018A08AH4

8 IDBI FEDERAL LIFE INSURANCE COMPANY LIMITED-ULIF04,DEUTSCHE BANK AG,DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO 1142,FORT,MUMBAIPINCODE-400001

100 INE018A08AH4

9 MAX LIFE INSURANCE COMPANY LIMITED,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

95 INE018A08AH4

10 STAR UNION DAI-ICHI LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

50 INE018A08AH4

8.40% 10000 NCDS OF RS. 10 LAC EACH1 HDFC LIFE INSURANCE COMPANY

LIMITED,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

2390 INE018A08AQ5

2 TATA AIG GENERAL INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

1000 INE018A08AQ5

3 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED,Standard Chartered Bank, CRESCENZO,Securities Services, 3rd Floor,C-

550 INE018A08AQ5

46

38/39 G-Block, BKC, Bandra (East),Mumbai IndiaPINCODE-400051

4 SBI LIFE INSURANCE CO.LTD,HDFC BANK LIMITED CUSTODY SERVICES,LODHA-I THINK TECHNO CAMPUS 8TH FLR,NEXT TO KANJURMARG RAILWAY STATION,KANJURMARG E MUMBAIPINCODE-400042

500 INE018A08AQ5

5 ADITYA BIRLA SUN LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

500 INE018A08AQ5

6 THE NEW INDIA ASSURANCE COMPANY LIMITED,NEW INDIA ASSURANCE BUILDING,87, M.G.ROAD,,FORT,,MUMBAIPINCODE-400001

500 INE018A08AQ5

7 SBI DUAL ADVANTAGE FUND SERIES XXIV,SBI SG GLOBAL SECURITIES SERVICES PL,JEEVAN SEVA ANNEXE BUILDING,GR FLOOR, S V ROAD,SANTACRUZ WEST, MUMBAIPINCODE-400054

500 INE018A08AQ5

8 NPS TRUST- A/C LIC PENSION FUND SCHEME - STATE GOV,C/O LIC PENSION FUND LIMITED,1ST FLOOR, PLOT NO.194, VEER NARIMAN,ROAD, INDUSTRIAL ASSURANCE BUILDING,CHURCHGATE, MUMBAIPINCODE-400020

455 INE018A08AQ5

9 IDFC CORPORATE BOND FUND,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

450 INE018A08AQ5

10 NPS TRUST- A/C UTI RETIREMENT SOLUTIONS PENSION FU,C/O UTI RETIREMENT SOLUTIONS LTD.,UTI TOWER, GN - BLOCK,BANDRA KURLA COMPLEX,BANDRA (EAST), MUMBAIPINCODE-400051

387 INE018A08AQ5

9.75% 2500 NCDS OF RS. 10 LAC EACH1 PNB METLIFE INDIA INSURANCE COMPANY

LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

450 INE018A08AJ0

2 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

300 INE018A08AJ0

3 HDFC LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

300 INE018A08AJ0

4 NPS TRUST- A/C SBI PENSION FUND SCHEME - CENTRAL G,C/O SBI PENSION FUNDS PVT. LTD.,NO. 32, MAKER CHAMBERS - III,NARIMAN POINT,MUMBAIPINCODE-400021

253 INE018A08AJ0

5 RURAL POSTAL LIFE INSURANCE FUND A/C UTI AMC,HDFC BANK LTD, CUSTODY SERVICES,LODHA - I THINK TECHNO CAMPUS,OFF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST MUMBAIPINCODE-400042

250 INE018A08AJ0

47

6 POSTAL LIFE INSURANCE FUND A/C SBIFMPL,HDFC BANK LTD, CUSTODY SERVICES,LODHA - I THINK TECHNO CAMPUS,OFF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST MUMBAIPINCODE-400042

250 INE018A08AJ0

7 ADITYA BIRLA SUN LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

250 INE018A08AJ0

8 ECGC LIMITED,NIRMAL BLDG, 5TH FLOOR,241/242, BACKBAY RECLAMATION,NARIMAN POINT,MUMBAIPINCODE-400021

150 INE018A08AJ0

9 TATA AIG GENERAL INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

100 INE018A08AJ0

10 NPS TRUST- A/C SBI PENSION FUND SCHEME - STATE GOV,C/O SBI PENSION FUNDS PVT. LTD.,NO. 32, 3RD FLOOR,MAKER CHAMBERS - III, NARIMAN POINT,MUMBAIPINCODE-400021

100 INE018A08AJ0

1.65% ON INFLATION RATE -1000 NCDS OF RS. 10 LAC EACH1 SBI LIFE INSURANCE CO.LTD,HDFC BANK LIMITED

CUSTODY SERVICES,LODHA-I THINK TECHNO CAMPUS 8TH FLR,NEXT TO KANJURMARG RAILWAY STATION,KANJURMARG E MUMBAIPINCODE-400042

1000 INE018A08AK8

7.87% 1500 NCDS OF RS. 10 LAC EACH1 IDFC BOND FUND - SHORT TERM PLAN,DEUTSCHE

BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

2000 INE018A08AR3

2 SBI CORPORATE BOND FUND,SBI SG GLOBAL SECURITIES SERVICES PL,JEEVAN SEVA ANNEXE BUILDING,GR FLOOR, S V ROAD,SANTACRUZ WEST, MUMBAIPINCODE-400054

2000 INE018A08AR3

3 HDFC LIFE INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

1500 INE018A08AR3

4 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE SHORT,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

1130 INE018A08AR3

5 TATA AIG GENERAL INSURANCE COMPANY LIMITED,DEUTSCHE BANK AG,DB HOUSE, HAZARIMAL SOMANI MARG,POST BOX NO. 1142, FORT,MUMBAIPINCODE-400001

900 INE018A08AR3

6 ICICI BANK LTD,TREASURY MIDDLE OFFICE GROUP,2ND FLOOR, NORTH TOWER, EAST WING,ICICI BANK TOWER, BKC,BANDRA (EAST) , MUMBAIPINCODE-400051

700 INE018A08AR3

7 DSP SHORT TERM FUND,CITIBANK N.A. CUSTODY SERVICES,FIFC- 11TH FLR, G BLOCK,PLOT C-54 AND C-55, BKC,BANDRA - EAST, MUMBAIPINCODE-400098

600 INE018A08AR3

48

8 AXIS MUTUAL FUND TRUSTEE LTD A/C AXIS MUTUAL FUND ,DEUTSCHE BANK AG, DB HOUSE,HAZARIMAL SOMANI MARG,,P.O.BOX NO. 1142, FORT MUMBAI,PINCODE-400001

550 INE018A08AR3

9 HDFC TRUSTEE COMPANY LTD A/C HDFC CORPORATE BOND F,HDFC BANK LTD CUSTODY SERVICES,LODHA-I THINK TECHNO CAMPUS OFF FLR,8, NEXT TO KANJURMARG RLY STN,KANJURMARG- E, MUMBAIPINCODE-400042

461 INE018A08AR3

10 SBI SHORT TERM DEBT FUND,HDFC BANK LTD, CUSTODY SERVICES,LODHA I THINK TECHNO CAMPUS OFFICE,FLR 8,NEXT TO KANJURMARG RAILWAY STN,KANJURMARG EAST, MUMBAIPINCODE-400042

420 INE018A08AR3

8.02% 2000 NCDS OF RS. 10 LAC EACH1 SBI SHORT TERM DEBT FUND,HDFC BANK LTD,

CUSTODY SERVICES,LODHA I THINK TECHNO CAMPUS OFFICE,FLR 8,NEXT TO KANJURMARG RAILWAY STN,KANJURMARG EAST, MUMBAIPINCODE-400042

1980 INE018A08AS1

2 HDFC TRUSTEE COMPANY LTD A/C HDFC SHORT TERM DEBT ,HDFC BANK LTD CUSTODY SERVICES,LODHA- I THINK TECHNO CAMPUS OFF FLR,8, NEXT TO KANJURMARG RLY STATION,KANJURMARG EAST, MUMBAIPINCODE-400042

1750 INE018A08AS1

3 HSBC GLOBAL INVESTMENT FUNDS - INDIA FIXED INCOME,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

1750 INE018A08AS1

4 SBI LIFE INSURANCE CO.LTD,HDFC BANK LIMITED CUSTODY SERVICES,LODHA-I THINK TECHNO CAMPUS 8TH FLR,NEXT TO KANJURMARG RAILWAY STATION,KANJURMARG E MUMBAIPINCODE-400042

1500 INE018A08AS1

5 UTI - TREASURY ADVANTAGE FUND,UTI MUTUAL FUND,UTI ASSET MANAGEMENT,COMPANY LTD., DEPARTMENT OF FUND,ACCOUNTS,UTI TOWER, GN BLOCK, BANDRA,KURLA COMPLEX, BANDRA (EAST), MUMBAIPINCODE-400051

1300 INE018A08AS1

6 UTI SHORT TERM INCOME FUND,UTI MUTUAL FUND,UTI - ASSET MANAGEMENT CO. PVT. LTD.,UTI TOWER, GN BLOCK, BANDRA KURLA,COMPLEX, BANDRA (EAST), MUMBAIPINCODE-400051

1250 INE018A08AS1

7 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ,CITIBANK N.A. CUSTODY SERVICES,FIFC- 11TH FLR, G BLOCK,PLOT C-54 AND C-55, BKC,BANDRA - EAST, MUMBAIPINCODE-400098

1100 INE018A08AS1

8 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF,HSBC SECURITIES SERVICES,11TH FLR, BLDG NO.3, NESCO - IT PARK,NESCO COMPLEX, W E HIGHWAY,GOREGAON EAST, MUMBAIPINCODE-400063

1000 INE018A08AS1

49

9 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ,CITIBANK N.A. CUSTODY SERVICES,FIFC- 11TH FLR, G BLOCK,PLOT C-54 AND C-55, BKC,BANDRA - EAST, MUMBAIPINCODE-400098

900 INE018A08AS1

10 L AND T MUTUAL FUND TRUSTEE LIMITED - L AND T SHOR,CITIBANK N.A. CUSTODY SERVICES,FIFC- 11TH FLR, G BLOCK,PLOT C-54 AND C-55, BKC,BANDRA - EAST, MUMBAIPINCODE-400098

750 INE018A08AS1

v. 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 5 years :- NIL

vi.Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option :- NIL

H) Details of Promoter of the Company: NOT APPLICABLE

I) Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any.

The Issuer does not prepare abridged versions of its financial statements. The audited consolidated and standalone financial statements of the Issuer are available on its website: www.larsentoubro.com

J) Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any.

The Issuer does not prepare abridged versions of its financial statements. The latest audited/ limited review half yearly consolidated and standalone financial statements of the Issuer are available on its website: www.larsentoubro.com

K) Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax 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 debt securities.

There are various litigations against the Issuer. However, none of them are likely to have an adverse impact on the investor’s decision to invest / continue to invest in the debt securities.

L) The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

The Debenture Trustee of the proposed Debentures is:IDBI Trusteeship Services LimitedAsian Building, Ground Floor, 17, R Kamani Marg, Ballard Estate, Mumbai 400001Tel: 91-22- 40807000. Fax: 91-22- 66311776, 40807080

50

The Debenture Trustee has given its consent for the acting as the debenture trustee in respect of the Issue vide the debenture trustee consent letter dated 20th

Jan 2020.

M) The credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agency.

Attached as Annexure III of this Information Memorandum

N) 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.

Not Applicable

O) Copy of Debenture Trustee’s consent letter

Attached as Annexure IV of this Information Memorandum

P) Names of all the recognized stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051Tel No. +91 (022) 26598100 – 8114Fax: +91 (022) 26598120Website: http://nseindia.com

Q) Other details

i. DRR Creation – Relevant regulations and applicability The Company has created a Debenture Redemption Reserve (DRR) of Rs. 440.26 crore as on 31-03-2019 in accordance with the provisions of the Companies Act and circulars issued by the MCA in this regard from time to time. The Company hereby agrees and undertakes that it shall create a debenture redemption reserve in accordance with the provisions of the Act, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any Authority having authority under law in respect of creation of debenture redemption reserve applicable to the Debentures, the Company shall duly abide by such guidelines to the extent that such guidelines are applicable to the Debentures and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Holders or the Debenture Trustee. Further, the Company shall submit to the Debenture Trustee a certificate duly certified by its auditors certifying that the Company has transferred a suitable sum to the debenture redemption reserve at the end of each financial year.

ii. 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 2013 and SEBI Debt Listing Regulations.

iii. Application Procedure 51

The application procedure for the Issue is as provided in this Information Memorandum.

R. Disclosures pertaining to wilful default

i. Name of the bank declaring the entity as a wilful defaulter: Not Applicable

ii. The year in which the entity is declared as a wilful defaulter: Not Applicable

iii. Outstanding amount when the entity is declared as a wilful defaulter: Not Applicable

iv. Name of the entity declared as a wilful defaulter: Not Applicable

v. Steps taken, if any, for the removal from the list of wilful defaulters: Not Applicable

vi. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: Not Applicable

vii. Any other disclosure as specified by SEBI: Not Applicable

B. Issue Details

a. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Listed, Rated, Unsecured, Unsubordinated Non Convertible debt securities (or a series thereof):-

Enclosed as Annexure I

OTHER INFORMATION AND ISSUE PROCEDUREThe Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, the Application Form and other terms and conditions as may be incorporated in the Debenture Documents.

1.1 Mode of Transfer/Transmission of the 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 Companies Act and the Applicable Law. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by CDSL/NSDL and the relevant DPs of the transferor or transferee and the 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 Holder 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 dematerialised 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.

1.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialized 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/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of

52

beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the relevant Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. In case of incorrect details provided by the investors and inability of the Company to credit the depository account, the Debentures will be issued in physical form to such investors.

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 NEFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

1.3 Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Ltd 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 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 authorised 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 the principal and yield thereon and the Debenture Trustee 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, consistently 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 and the manner of enforcement thereof.

1.4 Sharing of Information

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

1.5 Debenture Holder not a Shareholder

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

1.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures or the Debenture Documents shall require approval by the Majority Debenture Holders either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holder. Upon obtaining such approval, the Debenture Trustee and the Issuer shall give effect to the same by executing necessary document (s) as may be necessary.

1.7 Right to accept or reject Applications

53

The Board of Directors of the Issuer 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.

1.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holder through registered post, recognised 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, recognised overnight courier service, hand delivery or by facsimile transmission to the Issuer/Debenture Trustee or to such persons at such address/ facsimile number as may be notified by the Issuer/Debenture Trustee from time to time through suitable communication. Provided however, that in case of a notice delivered by facsimile, the Party delivering such notice shall also deliver a copy of the same by hand, registered mail/speed post (postage prepaid), recognised overnight courier service. 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 recognised 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.

1.9 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. 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.

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed “Account Payee Only”. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. Alternatively, the applicant may transfer payments required to be made in any relation by NEFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form or this document.

1.10 Application Procedure

Through bids on BSE’s bond platform.

1.11 Fictitious Application

All fictitious applications will be rejected. As a matter of abundant caution, attention of applicants is specially drawn to the provisions of subsection (1) of Section 38 of the Companies Act, 2013: “Any person who-(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name shall be punished with imprisonment for a term not less than 6 (six) months but which may extend to 10 (ten) years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud".

1.12 Basis of Allotment

54

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 investors on a first cum 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.

1.13 Payment Instructions

The Application Form should be submitted along with application amount through RTGS on the Pay-in Date. The RTGS details of the ICCL are as under:

Beneficiary Name: INDIAN CLEARING CORPORATION LTD Beneficiary Bank : ICICI Bank Account Number: ICCLEB IFSC Code : ICIC0000106 Mode: NEFT/RTGS

Beneficiary Name: INDIAN CLEARING CORPORATION LTD Beneficiary Bank : YES Bank Account Number: ICCLEB IFSC Code : YESB0CMSNOC Mode: NEFT/RTGS

Beneficiary Name: INDIAN CLEARING CORPORATION LTD Beneficiary Bank : HDFC Bank Account Number: ICCLEB IFSC Code : HDFC0000060 Mode: NEFT/RTGS

1.14 Eligible Investors

The following categories of investors, when specifically approached, are eligible to subscribe to this private placement of Debentures on a primary basis, subject to fulfilling their respective investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form:

(a) Scheduled Commercial Banks;(b) Financial Institutions; (c) Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);(d) Regional Rural Banks; Cooperative bank authorised to invest in Debentures;(e) Non-banking finance companies(f) Companies, bodies corporate authorised to invest in Debentures(g) Banks(h) Insurance companies(i) Investment holding companies of high net worth individuals

Any other person eligible to invest in the Debentures in accordance with applicable law.

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures.

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.

1.15 Procedure for Applying for Dematerialised Facility

55

(a) The applicant must have at least one beneficiary account with any of the DP’s of CDSL/NSDL 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 maintained with 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 R&T 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, till 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.

1.16 Depository Arrangements

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

1.17 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 of interest or repayment of redemption monies.

1.18 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise the executor or administrator or legal representative (being the liquidator) of the Debenture Holder appointed by a competent court having title to the Debentures provided that such person obtains a probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.

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. Provided that the Issuer shall have the option of depositing the amounts due to any such Debenture Holder in an escrow account maintained by it

56

with any scheduled commercial bank in India, after intimating the Debenture Trustee. Such a deposit into the escrow account will discharge the Issuer of its obligations towards such Debenture Holder(s) in relation to the Debentures.

1.19 Mode of Payment

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

1.20 Effect of Holidays

If the Interest Payment date falls on a non-Business Day the Interest payment shall be made on the next Business Day. However, the future Interest Payment Dates shall be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent schedule of Interest Payment Dates shall not be disturbed merely because the Interest Payment Date in respect of one particular Interest Payment has been postponed earlier because of it having fallen on a day which is not a Business Day.

If the Redemption Date of the Debentures, falls on a non-Business Day, the proceeds shall be paid on the previous Business Day. The Interest will be calculated and paid upto the actual payment date.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day shall be considered as the Record Date

1.21 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 or the Issuer at least 30 (thirty) calendar days before the relevant payment becoming due and if required, be submitted afresh annually and/or as and when called upon for the same by the Company. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

1.22 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is January 24, 2020 by which date the Investors would be intimated of allotment.

1.23 Record Date

The Record Date will be 15 calendar days before the due date for payment of interest /principal.

1.24 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.

1.25 PAN

Every applicant should mention its Permanent Account Number (“PAN”) allotted under the Income Tax Act, 1961, on the Application Form and attach a self attested copy as evidence. Application Forms without PAN will be considered as incomplete and are liable to be rejected.

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1.26 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 CDSL/NSDL and accordingly the account of the Debenture Holder(s) with CDSL/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.

Disclaimer: Please note that only those persons to whom this Information Memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.

DECLARATIONThe Issuer declares that all the relevant provisions in the regulations/guideline issued under the provisions of the Companies Act 2013, the SEBI Debt Listing Regulations and Applicable Laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions thereunder. The Company accepts no responsibility for the statements made otherwise than in this Information Memorandum or in any other material issued by or at the instance of the Company and that any one placing reliance on any other source of information would be doing so at his own risk. The information contained in this Information Memorandum is as applicable to privately placed debt securities and subject to information available with the Issuer.

For and on behalf of

Larsen & Toubro Limited

Authorized SignatoryJanuary 21, 2020

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ANNEXURE I: TERM-SHEET

Issuer Larsen & Toubro Limited ( L&T )

Instrument Listed , Rated , Unsecured, Redeemable, Non-Convertible Debenture (NCD)

Rating “AAA/Stable” by CRISIL

Security Unsecured

Objects Of the Issue The proceeds of the Issue will be utilized for bona fide purposes in the normal course of business of the Company / Issuer. However, the Issuer shall not use the issue proceeds towards investment in capital markets and real estate or any other purpose ineligible for bank finance by the Reserve Bank Of India.

Issue Size Rs.1,000 crores

Issue Price (Rs. per NCD)

Rs.10,00,000/- (Rupees Ten Lakhs each)

Issue Premium / Discount

Nil

Tenor 3 Year, 3 months

Coupon 6.72% p.a. fixed

Interest Payment 1st coupon payable on 24th April 2020, 2nd coupon on 24th April 2021, 3rd coupon on 24th April 2022 and 4th Coupon on maturity date i.e. 24th April 2023

Day Count Basis Actual / Actual

Redemption Date Monday, 24th April 2023

Redemption Premium / Discount

Nil

Put/Call Option Nil

Arranger(s) HDFC Bank Ltd.

Listing The NCDs would be listed on the Wholesale Debt Market Segment (WDM) of the National Stock Exchange (NSE) or BSE.

Interest on Application Money

The interest on application money would be payable by the company at the coupon rate from the date of realization of cheque upto and including one day prior to the Deemed Date of

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Allotment calculated on actual/actual day count basis.

Documentation 1. Information Memorandum2. Debenture Trustee Agreement3. Debenture Trust Deed

Debenture Trustee IDBI Trusteeship Services Limited

Penal Interest/Liquidated Damages

In case of default in payment in interest, Additional Interest, Principal and/or in case of any other event of default, an additional interest @ 2% over the NCD interest rate, will be payable by the Issuer immediately for defaulting period.

Business Day Any day other than Saturday and Sunday on which commercial banks are open for business in Mumbai.

Holiday Convention In case an interest payment date falls on a day that is not a Business Day, the payment due shall be made on the next Business Day. However the calculation for payment of interest will be only till the “Coupon Payment Dates” which would have been the case if “Coupon Payment Dates” were not a holiday.

In case the principal redemption date falls on a day that is not a Business Day, the payment due shall be made on the previous Business Day together with interest accrued till the date of actual payment

Settlement Payment of interest and principal will be made by way of Electronic mode.

Record Date The ‘Record Date’ for the Debentures shall be 15 calendar days prior to each interest payment and/ or principal repayment date. In the event the Record Date falls on a day that not a Business Day, then the immediately preceding Business Day shall be considered as the Record Date.

Depository NSDL / CDSL

Conditions Precedent to Subscription of NCD

1. Rating letter not more than 30 days old as on the Issue Opening Date.2. Letter from the Trustee conveying their consent to act as Trustee for the Debenture holder(s)

Condition Subsequent to Subscription of NCDs

1. Listing of the Debentures on the Stock Exchange in 15 days from the Deemed Date of Allotment of the NCDs

2. Execution of the Debenture Trust Deed within 90 days of the Deemed Date of Allotment of the NCDs

Events of Default As customary for a transaction of this nature, applicable as appropriate to the Issuer, and to include, without limitation:

Default in payment of interest/principal in respect of the Debentures The Issuer voluntarily or compulsorily goes into liquidation Cessation of Business

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Representations or warranties found to be untrue or misleadingEach to be described in more detail (including grace periods) in the Debenture Trust Deed to be entered into by the Issuer and Debenture Trustee.

Issue Opening, Closing

23rd January 2020

Pay-in/Deemed Allotment

24th January 2020

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ANNEXURE II: CASH FLOW STATEMENT FOR EACH DEBENTURE OF FACE VALUE OF Rs. 10,00,000/-

No of Days in coupon period Dates

Coupon Amt (Rs.) Principal Redemption (Rs.)

91 24 Apr 2020 16,708.20 -365 24 Apr 2021 67,200.00 -365 24 Apr 2022 67,200.00 -365 24 Apr 2023 67,200.00 -365 24 Apr 2023 - 10,00,000.00

Notes:1) If, the coupon payment date is falling on a Saturday or Sunday or public holiday,

then coupon is paid on the following working day and if redemption is falling on Saturday or Sunday or public holiday, redemption will be made on the previous working day.

2) If the coupon payment is to be made along with the redemption amount and if such payment is falling on Sunday or public holiday, the entire payment will be made on the previous working day. In such a case, interest will be computed till the date of actual payment.

3) Coupon and Principal Redemption amount are indicated above for each NCD (face value of Rs. 10,00,000/-).

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ANNEXURE III : Credit Rating Letter

ANNEXURE IV63

Debenture Trustee Consent Letter

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