January 31, 2020 L&T INFRA DEBT FUND LIMITED...2020/02/06 · Serial No. 1 Addressed To: IIFL...

Serial No. 1

Addressed To: IIFL Wealth Finance Limited

Offer Document and Private Placement Offer Letter – For Private Circulation Only Strictly Privileged & Confidential

January 31, 2020

L&T INFRA DEBT FUND LIMITED Date of Incorporation: March 19, 2013

A public limited company incorporated under the Companies Act, 1956, as amended Corporate Identity Number: L67100MH2013PLC241104

Registered Office: Plot No. 177, CTS No. 6970, 6971, Vidyanagari Marg, C.S.T Road, Kalina, Santacruz (East) Mumbai – 400 098 Tel: (022) 62125000; Fax: (022) 62125553

Corporate Office: Plot No. 177, CTS No. 6970, 6971, Vidyanagari Marg, C.S.T Road, Kalina, Santacruz (East) Mumbai – 400 098

Tel: (022)-6212 5000 Fax: (022)-6212 5553 Website: www.ltfs.com

Company Secretary and Compliance Officer: Ms. Apurva Rathod E-mail: [email protected]

INFORMATION MEMORANDUM AND PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER (“OFFER DOCUMENT”) FOR PRIVATE PLACEMENT BY L&T INFRA DEBT FUND LIMITED (“COMPANY” OR “ISSUER”) OF A BASE ISSUE OF

THREE HUNDRED RATED, LISTED, REDEEMABLE, PRINCIPAL PROTECTED, SENIOR SECURED, NON-CONVERTIBLE MARKET LINKED DEBENTURES, FOR CASH AT PAR WITH A FACE VALUE OF RS. 10,00,000 EACH (SUCH DEBENTURES, THE “MLDS”), AGGREGATING UP TO RS. 30 CRORE (RUPEES THIRTY CRORE) WITH A GREEN SHOE OPTION TO RETAIN OVER-

SUBSCRIPTION UPTO THREE HUNDRED MLDS AGGREGATING UP TO RS. 30 CRORE (RUPEES THIRTY CRORE) IN ALL FOR AN OVERALL AMOUNT AGGREGATING UP TO RS. 60 CRORE (RUPEES SIXTY CRORE) (THE “ISSUE”). THIS OFFER DOCUMENT UNDER SCHEDULE I OF T H E SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT

SECURITIES) REGULATIONS, 2008 AS AMENDED, MLD GUIDELINES (AS DEFINED BELOW) AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME.

THIS OFFER DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS.

GENERAL RISK

Identified Investors should read the Section “Risk Factors” and consult their own legal, regulatory, tax, financial and/or accounting advisors about risks associated with an investment in such MLDs and the suitability of investing in such MLDs in the light of their particular circumstances.

Investment in these MLDs involves a degree of risk and Identified Investors should not invest in this Issue unless they can afford to take the risks associated with such investments. Identified Investors are advised to read this Offer Document carefully before taking an investment decision in

this Issue. For taking an investment decision, Identified Investors must rely on their own examination of the Company and the Issue including the risks involved. The MLDs have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Offer Document. This Offer Document has not been submitted to or approved by SEBI.

The Company has a valid Certificate of Registration dated October 21, 2013 issued by the Reserve Bank of India (“RBI”) under Section 45-IA of the Reserve Bank of India Act, 1934, as amended (“RBI Act”). RBI does not accept any responsibility or guarantee about the present position as

to the financial soundness of the Company or for the correctness of any of the statements or representation made or opinions expressed by the Company and for discharge of liability by the Company. Neither is there any provision in Applicable Law to keep, nor does the Company keep any part of the deposits with RBI and by issuing the Certificate of Registration to the Company, the RBI neither accepts any responsibility nor

guarantees the payment of the deposit amount to any depositor.

MODEL RISK

Valuation of financial instruments/securities such as market linked debentures is usually carried out us ing mathematical models. Model risk is a type of risk that occurs when a mathematical model used to value a financial instrument/security performs inadequately or fails, leading to

unintended and/or adverse outcomes. The value of MLDs referred to in this Offer Document is also calculated using a mathematical model. Though the mathematical model used for the MLDs does not involve derivative exposures or hedging, it is possible that the returns from the MLDs may significantly differ from the returns predicted by the mathematical model.

CREDIT RISK

In the case of principal protected market linked debentures, the principal amount is subject to the credit risk of the Issuer whereby the investor may or may not recover all or parts of the funds in case of default by the Issuer.

CREDIT RATINGS

“CRISIL PP-MLD AAAr/Stable” by CRISIL and “PP-MLD[ICRA]AAA/Stable” by ICRA. Neither of the above ratings is to be regarded as a

recommendation to buy, sell or hold securities and Identified Investors should take their own decisions in this regard. These ratings may be subject to revision or withdrawal or suspension at any time by the relevant rating agency on the basis of new information or otherwise, and each rating should be evaluated independently of any other rating.

LISTING

The MLDs to be issued pursuant to this private placement offer are proposed to be listed on the Wholesale Debt Market (“WDM”) segment of BSE Limited (“BSE”). It Is to be distinctly understood that filing of this Offer Document with BSE should not, in any way, be deemed or construed that the same has been cleared or approved by BSE. BSE does not take any responsibility either for the financial soundness of any scheme or the

project for which the issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Offer Document.

THIS OFFER DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THE MLDs ARE TO BE LISTED

ON THE WDM SEGMENT OF BSE AND DO NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE MLDS BY THE PUBLIC IN GENERAL. APART FROM THIS OFFER DOCUMENT, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS

SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS OFFER DOCUMENT HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED.

ELIGIBILITY OF THE COMPANY TO COME OUT WITH THE ISSUE

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

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DISCLAIMER STATEMENT OF THE COMPANY

THE COMPANY ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THIS OFFER DOCUMENT OR ANY OTHER MATERIAL EXPRESSLY STATED TO BE ISSUED BY OR AT THE INSTANCE OF THE COMPANY IN CONNECTION WITH THE ISSUE OF THE MLDs AND IDENTIFIED INVESTOR PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR / ITS OWN RISK. THIS OFFER DOCUMENT HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE COMPANY AND OTHER TERMS AND CONDITIONS RELATING TO THE ISSUE OF MLDs, TO IDENTIFIED INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE IDENTIFIED, WILLING AND ELIGIBLE TO SUBSCRIBE TO THE MLDs. THIS OFFER DOCUMENT DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY IDENTIFIED INVESTOR MAY REQUIRE. NEITHER THIS OFFER DOCUMENT NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE MLDs IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION, AND ANY RECIPIENT OF THIS OFFER DOCUMENT SHOULD NOT CONSIDER SUCH INFORMATION A RECOMMENDATION TO PURCHASE ANY MLDs. EACH IDENTIFIED INVESTOR CONTEMPLATING THE PURCHASE OF ANY MLDs SHOULD MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY. IDENTIFIED INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE MLDs AND SHOULD ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH IDENTIFIED INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF IDENTIFIED INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE MLDs IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS OFFER DOCUMENT AND APPLICABLE LAWS, SO THAT THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 2013, AS AMENDED. NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKES TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE COMPANY OR THE FACTORS AFFECTING THE MLDs DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS OFFER DOCUMENT OR HAVE ANY RESPONSIBILITY TO ADVISE ANY IDENTIFIED INVESTOR IN THE MLDs OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER DOCUMENT OR IN ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY IDENTIFIED INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS OFFER DOCUMENT HAVE NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY, AGENT OR ADVISOR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS OFFER DOCUMENT OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY. ACCORDINGLY, ALL SUCH INTERMEDIARIES, AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS OFFER DOCUMENT OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THIS ISSUE.

THE CONTENTS OF THIS OFFER DOCUMENT ARE INTENDED TO BE USED ONLY BY THOSE IDENTIFIED INVESTORS WHO ARE INDENTIFIED BY THE COMPANY AND TO WHOM IT IS SPECIFICALLY BEEN ADDRESSED. IT IS NOT INTENDED FOR CIRCULATION TO ANY OTHER PERSON, ESPECIALLY RETAIL INVESTORS AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT. SOLELY THE PERSON TO WHOM A COPY OF THIS OFFER DOCUMENT IS SENT IS ENTITLED TO APPLY FOR THE MLDs. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS OFFER DOCUMENT HAVE BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE OFFER DOCUMENT AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY, SHALL BE REJECTED.

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

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EACH PERSON RECEIVING THIS OFFER DOCUMENT ACKNOWLEDGES THAT SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED TO BE NECESSARY TO;

A. VERIFY THE ACCURACY OF, OR TO SUPPLEMENT, THE INFORMATION HEREIN;

B. UNDERSTAND THE NATURE OF THE MLDs AND THE RISKS INVOLVED IN INVESTING IN THEM INCLUDING

FOR ANY REASON HAVING TO SELL THEM OR BE MADE TO REDEEM THEM BEFORE THE FINAL REDEMPTION DATE; AND

C. SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY OR AGENT OR ADVISORY THAT MAY BE

ASSOCIATED WITH ISSUANCE OF THE MLDs IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION.

THIS OFFER DOCUMENT 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. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE MLDs OR THE CIRCULATION OF THIS OFFER DOCUMENT IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE CIRCULATION OF THIS OFFER DOCUMENT AND THE OFFERING AND SALE OF THE MLDs MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS OFFER DOCUMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THIS OFFER DOCUMENT IS MADE AVAILABLE TO IDENTIFIED INVESTORS ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

DISCLAIMER IN RELATION TO VALUATION THE ISSUER HAS APPOINTED A VALUATION AGENCY. ANY VALUATIONS AS MAY BE PROVIDED BY THE VALUATION AGENCY, ON THE WEBSITE OF THE ISSUER AND THE VALUATION AGENCY OR OTHERWISE, DO NOT REPRESENT THE ACTUAL PRICE OF THE MLDs THAT MAY BE RECEIVED UPON SALE OR REDEMPTION OF MLDs. THEY MERELY REPRESENT THE VALUATION AGENCY’S COMPUTATION OF THE VALUATION WHICH MAY IN TURN BE BASED ON SEVERAL ASSUMPTIONS. THE VALUATION WILL REFLECT THE INDEPENDENT VIEWS OF THE VALUATION AGENCY. IT IS EXPRESSLY STATED THAT THE VALUATION WILL NOT BE THE VIEW OF THE ISSUER OR ITS AFFILIATES. THE ISSUER WILL NOT REVIEW THE VALUATION AND WILL NOT BE RESPONSIBLE FOR THE ACCURACY OF THE VALUATIONS. THE VALUATIONS THAT WILL BE PROVIDED BY THE VALUATION AGENCY AND MADE AVAILABLE ON THE WEBSITE OF THE ISSUER AND THE VALUATION AGENCY, AT A FREQUENCY OF NOT LESS THAN ONCE A CALENDAR WEEK, AND THE SAID VALUATION WILL NOT REPRESENT THE ACTUAL PRICE THAT MAY BE RECEIVED UPON SALE OR REDEMPTION OF THE MLDs. IT WILL MERELY REPRESENT THE VALUATION AGENCY’S COMPUTATION OF THE VALUATION WHICH MAY IN TURN BE BASED ON SEVERAL ASSUMPTIONS. THE VALUATIONS THAT WILL BE PROVIDED BY THE VALUATION AGENCY MAY INCLUDE THE USE OF PROPRIETARY MODELS (THAT ARE DIFFERENT FROM THE PROPRIETARY MODELS USED BY THE ISSUER AND/OR THE VALUATION AGENCY) AND CONSEQUENTLY, VALUATIONS PROVIDED BY OTHER PARTIES (INCLUDING THE ISSUER AND/OR THE VALUATION AGENCY) MAY BE SIGNIFICANTLY DIFFERENT.

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TABLE OF CONTENTS

DEFINITIONS & ABBREVIATIONS ............................................................................................................................................................... 5

MANAGEMENT’S PERCEPTION OF RISK FACTORS ............................................................................................................................... 8

DISCLOSURES UNDER SCHEDULE I OF THE DEBT REGULATIONS.................................................................................................. 16

ISSUER INFORMATION ............................................................................................................................................................................... 16

IDF NBFC INDUSTRY .................................................................................................................................................................................. 17

BACKGROUND OF IDFS .............................................................................................................................................................................. 17 OVERVIEW OF REGULATORY GUIDELINES IN RESPECT OF IDF-NBFCS ........................................................................................................ 17

INHERENT CREDIT ENHANCEMENT FEATURES OF IDF-NBFCS ................................................................................................................... 17 RESOURCES............................................................................................................................................................................................... 18 CREDIT RATING .......................................................................................................................................................................................... 18

CAPITAL ADEQUACY ................................................................................................................................................................................... 18 INCOME TAX BENEFITS AVAILABLE TO IDF-NBFCS..................................................................................................................................... 19

SUMMARY OF THE BUSINESS / ACTIVITIES OF THE COMPANY AND ITS LINE OF BUSINESS .................................................... 20

COMPANY BACKGROUND............................................................................................................................................................................ 20 CORPORATE STRUCTURE ........................................................................................................................................................................... 20 BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY ................................................................................................................... 21

BUSINESS CARRIED ON BY THE COMPANY AND ITS SUBSIDIARIES WITH THE DETAILS OF BRANCHES OR UNITS, IF ANY ........................................................................................................................................................................................................................ 24

BRIEF HISTORY OF THE ISSUER .............................................................................................................................................................. 25

DETAILS OF THE SHAREHOLDING OF THE COMPANY........................................................................................................................ 26

DETAILS OF BORROWINGS OF THE COMPANY AS OF DECEMBER 31, 2019 .................................................................................. 29

ADDITIONAL DISCLOSURES ..................................................................................................................................................................... 30

DETAILS OF THE PROMOTER OF THE COMPANY ................................................................................................................................ 32

AUDITED FINANCIAL INFORMATION ....................................................................................................................................................... 32

HALF YEARLY FINANCIAL INFORMATION.............................................................................................................................................. 32

MATERIAL EVENTS ..................................................................................................................................................................................... 32

DEBENTURE TRUSTEE .............................................................................................................................................................................. 33

CREDIT RATING AND RATING RATIONALE(S) ....................................................................................................................................... 33

DETAILS OF GUARANTEE / LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT ............... 33

NAMES OF THE RECOGNIZED STOCK EXCHANGES WHERE THE MLDS ARE PROPOSED TO BE LISTED AND THE DESIGNATED STOCK EXCHANGE ........................................................................................................................................................... 34

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. .......................................................................... 34

OTHER DETAILS .......................................................................................................................................................................................... 35

INFORMATION RELATING TO TERMS OF ISSUE ................................................................................................................................... 38

ISSUE DETAILS ............................................................................................................................................................................................ 46

DISCLOSURE OF CASH FLOWS ............................................................................................................................................................... 54

SCENARIO ANALYSIS ................................................................................................................................................................................ 54

DISCLOSURES RELATING TO WILFUL DEFAULT ................................................................................................................................. 55

DECLARATION ............................................................................................................................................................................................. 56

ANNEXURE A: APPLICATION FORM

ANNEXURE B: BRIEF PARTICULARS OF THE MANAGEMENT ANNEXURE C: FINANCIAL INFORMATION ANNEXURE D: ACCOUNTING POLICIES

ANNEXURE E: DETAILS OF NON CONVERTIBLE DEBENTURES ANNEXURE F: VALUATION REPORT ANNEXURE G: DEBENTURE TRUSTEE CONSENT LETTER

ANNEXURE H: CREDIT RATINGS ANNEXURE I: REMUNERATION OF DIRECTORS ANNEXURE J: BOARD AND SHAREHOLDER RESOLUTIONS

ANNEXURE K: DISCLOSURE OF CASH FLOWS AND SCENARIO ANALYSIS ANNEXURE L: RELATED PARTY TRANSACTIONS

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DEFINITIONS & ABBREVIATIONS

Term Description

AGM Annual general meeting of the Company.

Allot / Allotment / Allotted

Unless the context otherwise requires or implies, the allotment of the MLDs pursuant to the Issue.

Applicable Law Means any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Offer Document or at any time thereafter in India.

Application Form The form in which an Identified Investor can apply for subscription to the MLDs, which is annexed as Annexure A to this Offer Document.

Articles of Association

Articles of association of the Company, as amended.

Beneficiary / Beneficiaries / Beneficial Owners

Those persons whose names appear on the beneficiary details provided by the Depositories as on the Record Date.

Board / Board of Directors

The board of directors of the Company.

BOT Build Operate Transfer.

Business Day Means all days on which the money market is functioning in the city of Mumbai.

BSE BSE Limited.

CAGR Compound Annual Growth Rate.

CARE CARE Ratings Limited.

CDSL Central Depository Services (India) Limited.

Company / Issuer / L&T IDF

L&T Infra Debt Fund Limited.

Companies Act, 2013/ Companies Act

Companies Act, 2013, as may be amended/ modified/ substituted from time to time.

Credit Rating Agencies

CRISIL and ICRA.

CRAR Capital to Risk (Weighted) Assets Ratio.

CRISIL CRISIL Limited (a Standard and Poor’s Company).

Crore An amount of 1,00,00,000.

Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended.

DRR / Debenture Redemption Reserve

Debenture redemption reserve.

Debenture Trust Deed

The debenture trust deed cum deed of hypothecation between the Company and the Debenture Trustee.

Debenture Trustee SEBI registered debenture trustee acting for the MLD Holders, in this case being Catalyst Trusteeship Limited.

Deemed Date of Allotment

Shall have the meaning as specified in the section on “Issue Details” of this Offer Document.

Default Period Shall have the meaning as specified in the section on “Issue Details” of this Offer Document.

Depositories NSDL and CDSL.

Designated Account

Shall have the meaning as specified in the section on “Information relating to terms of Issue”.

Director A director on the Board.

DP Depository Participant.

EGM Extraordinary general meeting of the Company.

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Term Description

Eligible Investor(s) Has the meaning set forth in “Issue Details” section of this Offer Document.

FEMA Foreign Exchange Management Act, 1999, as amended, and the related rules and regulations framed thereunder.

FPI Foreign portfolio investor, as defined under the SEBI (Foreign Portfolio Investors) Regulations, 2019.

FY Financial year.

GOI / Government / Government of India

Government of India.

Governmental Authority

Means any: (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-governmental or judicial or quasi-judicial or

administrative entity, department or authority, or any subdivision thereof; (c) international organisation, agency or authority, or (d) including, without limitation, any stock exchange or any self-regulatory

organization, established under any Applicable Law.

ICRA ICRA Limited.

IGAAP Accounting Standards in accordance with the Companies (Accounting Standards) Rules, 2006 notified under Section 133 of the Act and other relevant provisions of the Act.

INDAS Accounting Standards issued by the ICAI specified under Section 133 of the Companies Act, and Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015.

INR / ₹ / Rupees / Rs.

The lawful currency of the Republic of India.

Issue Issue by the Company of the MLDs aggregating up to Rs. 30 Crores (Rupees Thirty Crores) with a green shoe option to retain over-subscription up to Rs. 30 Crores (Rupees Thirty Crores) in all for an overall amount aggregating up to Rs. 60 Crores (Rupees Sixty Crores) on a private placement basis.

Identified Investor(s)

Persons who are Eligible Investors and have been identified by the Issuer pursuant to a Letter of Approval dated January 31, 2020 and to whom this Offer Document is specifically addressed to and shall not include retail investors.

IDF Infrastructure Debt Fund.

IDF-NBFC Infrastructure Debt Fund - Non-Banking Financial Company, as defined under the RBI IDF Directions.

IFC Infrastructure Finance Company, as defined by the RBI.

Internal Rate of Return


ISIN International Securities Identification Number.

IT Act Income Tax Act, 1961, as amended.

IT Rules Income Tax Rules, 1962, as amended.

Lakh An amount of 1,00,000.

Letter of Allotment Letter addressed by or on behalf of the Company to an Identified Investor stating therein, amongst other things, that the Identified Investor's Application Form has been accepted for Allotment of such number of MLDs as mentioned therein and that the application money paid by the Identified Investor has been accordingly adjusted towards payment of the allotment money on the number of MLDs being allotted to it.

Letter of Approval The letter of approval dated January 31, 2020 (pursuant to resolution of Committee of Directors dated January 17, 2020 authorized under the resolution of Board of Directors of the Issuer and Board Resolution dated March 19, 2019).

Listing Agreement Uniform listing agreement executed with BSE Limited and National Stock Exchange of India Limited on January 23, 2016.

MCA Ministry of Corporate Affairs, Government of India.

Memorandum of Association

The memorandum of association of the Company.

Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended.

MLDs Rated, listed, redeemable, principal protected, senior secured, non-convertible market linked debentures, with a face value of Rs. 10,00,000 each, being issued by the

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Term Description

Company on a private placement basis.

MLD Guidelines SEBI circular number Cir./IMD/DF/17/2011 dated 28 September 2011 on “Guidelines for Issue and Listing of Structured Products / Market Linked Debentures”.

MLD Holder(s) Person(s) who are, for the time being, holders of MLDs and whose names are mentioned in the Register of Debenture holders and shall include Beneficiaries, and where the context admits, the term shall be deemed to include the allottees of the MLDs, before the MLDs have been issued.

N.A. Not applicable.

NBFC Non-Banking Financial Company.

NCLAT National Company Law Appellate Tribunal.

NECS National Electronic Clearing System.

NEFT National Electronic Fund Transfer.

NHAI National Highway Authority of India.

NPA Non-Performing Assets.

NRI Non-resident Indian, being a person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin as defined under the Foreign Exchange Management (Deposit) Regulations, 2016, as amended.

NSDL National Securities Depository Limited.

Offer Document This information memorandum and private placement offer cum application letter dated January 31, 2020, prepared by the Company in relation to the private placement of MLDs aggregating up to Rs. 30 Crores (Rupees Thirty Crores) with a green shoe option to retain over-subscription up to Rs. 30 Crores (Rupees Thirty Crores) in all for an overall amount aggregating up to Rs. 60 Crores (Rupees Sixty Crores).

Promoter Promoter of the Company, in terms of the SEBI ICDR Regulations, being L&T Finance Holdings Limited (LTFH).

PAN Permanent Account Number allotted under the IT Act.

PFI Public Financial Institutions, as defined under the Companies Act, 2013.

RTA / Registrar and Transfer Agent

Registrar and transfer agent.

RBI Reserve Bank of India.

RBI Act Reserve Bank of India Act, 1934, as amended.

RBI IDF Directions Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, as amended.

RBI Private Placement Norms

RBI Circular No. DNBR (PD) CC No.021/03.10.001/2014-15 dated February 20, 2015

Record Date Shall have the meaning as specified in the section on “Issue Details” of this Offer Document.

Register of Debenture holders

The register of MLD Holders and non convertible debenture holders maintained by the Company and/or the Registrar and Transfer Agent.

RoC Registrar of Companies, Mumbai, Maharashtra.

RTGS Real Time Gross Settlement.

SARFAESI Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as amended.

SEBI Securities and Exchange Board of India.

SEBI ICDR Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

SEBI LODR Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Stock Exchange BSE.

TDS Tax deducted at source.

Transaction Document


Valuation Agency CARE.

WDM Wholesale debt market.

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MANAGEMENT’S PERCEPTION OF RISK FACTORS Identified Investors should carefully consider the risk factors relating to the business and the industry described below, together with all other information contained in this Offer Document before making any investment decision relating to the MLDs. These risks and uncertainties are not the only issues that the Company faces; additional risks and uncertainties not presently known to the Company or that are currently believed to be immaterial may also have an adverse effect on the business, results of operations, financial condition or prospects and cause the market price of the MLDs to fluctuate and consequently adversely impact the investment by Identified Investors, upon a sale of the MLDs. The MLDs being structured debentures are sophisticated instruments which involve a significant degree of risk and are intended for sale only to those Investors capable of understanding the risks involved in such instruments. Prior to investing in the MLDs, a prospective investor should ensure that such prospective investor understands the nature of all the risks associated with the investment in order to determine whether the investment is suitable for such prospective investor in light of such prospective investor’s experience, objectives, financial position and other relevant circumstances. Prospective investors should independently consult with their legal, regulatory, tax, financial and/or accounting advisors to the extent the prospective investor considers necessary in order to make their own investment decisions. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein. Internal Risk Factors Any lending or investment activity is exposed to risk arising from the risk of default and non-payment by borrowers and other counterparties and possibility of delayed/ lower than expected recovery from sale of security/ termination payments. IDF-NBFCs are permitted to provide secured refinance facilities to infrastructure projects that have completed at least 1 year of satisfactory operations. This includes (i) PPP projects with a project authority, (ii) PPP projects without a project authority and (iii) non-PPP projects. In this context, PPP describes a government service or private business venture which is funded and operated through a partnership of government and one or more private sector companies. PPP involves a contract between a public sector authority and a private party, in which the private party provides a public service or project and assumes substantial financial, technical and operational risk in the project. PPP projects with a project authority, are required to enter into a tripartite agreement with the project Authority and the IDF-NBFC. The tripartite agreement required to be entered into between an IDF-NBFC, the relevant project authority and the concessionaire (borrower) provides for credit enhancement measures in respect of debt provided by the IDF-NBFC, including (i) deeming an IDF-NBFC to be a senior lender, (iii) stipulating that the IDF-NBFC’s refinance amount remains lower than the termination compensation payable under the concession agreement (iii) providing the IDF-NBFC with the right to enforce termination of the relevant concession agreement upon an event of default by the concession authority or the concessionaire, (iv) requiring, upon such termination being enforced, the concession authority to make a termination payment to the senior lenders, and (v) a priority charge being provided to the IDF-NBFC in respect of application of the aforesaid termination payment by the concession authority. However, in spite of the aforesaid credit enhancement measures, a delay in payment or non-payment of debt by the borrower or non-payment of part or all of the termination payment by the relevant project authority pursuant to the provisions of the applicable tripartite agreement, and/ or any change in the value of security (in respect of PPP projects without a project authority and non-PPP projects) due to market and other factors, could adversely affect the Company’s business and future financial condition. The Company has significant exposure to certain borrowers. Any negative developments impacting the ability of such borrowers to perform their obligations under their existing financing agreements with the Company and increase in the level of impaired assets in Company’s portfolio, may adversely affect Company’s business, financial performance and results of operations. The Company may be exposed to potential losses due to a decline in value of assets secured in Company’s favour, and due to inability to enforce or delays in the enforcement of such security upon default by Company’s borrowers.

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Changes may occur to the Company’s current interest rate policy of matching fixed rate assets with fixed rate liabilities The Company proposes to provide primarily long term fixed rate facilities to borrowers. In order to minimise interest rate risk, the Company proposes to continue to raise funds through the issuance of fixed rate, long term instruments including bonds/ debentures/ compulsorily redeemable non-convertible preference shares. In case of a change at any point in the future, in the aforesaid practice of matching primarily fixed rate assets with fixed rate liabilities of equivalent average maturity, the Company could face interest rate risks as well as a risk of asset liability mismatches, which could adversely impact the business and financial condition of the Company. Moreover, the Company may not be able to maintain its current levels of profitability due to increased costs or reduced spreads between the interest rates at which it borrows and lends. Changes could occur in the Company’s foreign exchange exposure policy Under the Company’s present foreign exchange exposure policy, it is envisaged that the Company will borrow funds in foreign currency only if its foreign exchange exposure under such borrowing is fully hedged. However, in the event of any change in this policy or ineffectiveness of any instrument of hedging, subject to the then prevailing regulatory guidelines in respect of foreign exchange denominated borrowings, the Company could be exposed to the risk of fluctuations in foreign exchange rates and adverse movements of the Indian Rupee. Any such adverse movements of the Rupee against foreign currencies, could adversely impact the business and financial condition of the Company. The fiscal benefits to IDF-NBFCs could be withdrawn in the future, or additional or increased levies, taxes or fees could be imposed on IDF-NBFCs The Government of India, in order to achieve multiple objectives (including but not limited to providing a solution to the asset liability mismatch and group exposure issues of banks), has put in place a framework for the smooth functioning of IDFs in India. Along with the policy framework, the government has provided certain fiscal benefits to IDF NBFCs. For instance, any income of an IDF-NBFC is exempt from tax. In case of withdrawal of any or all of these benefits or increased taxes, fees (including but not limited to any fee payable to a concession authority) or any other levies being imposed, could adversely impact the financial position of the Company. The Company could be adversely affected, in the event of an amendment or change to any of government policies or regulation resulting in any of these benefits ceasing to be made available to the Company. The Company’s ability to sustain itself is primarily dependent on the availability of suitable eligible projects to lend to in future IDF-NBFCs are permitted to invest only in infrastructure projects, which have completed at least one year of satisfactory commercial operation. There are currently a large number of operational infrastructure projects in India. In addition, a large number of infrastructure projects, currently under construction, are also expected to become operational over the next few years. The Company believes that this market is sufficient for several players, including re-financiers other than IDF NBFCs. However, in case the government reduces the number of eligible sectors or partially or completely discontinues the practice of bidding out projects, and/ or the state governments also do not approve IDF related policies, it could lead to a risk of lower availability of eligible projects for IDF-NBFCs after refinancing eligible projects that are currently operational & expected to become operational in the next few years. If opportunities for the Company to lend to such projects become limited, the Company’s business, future financial performance and results of operations could be adversely affected. Risk of concentration to a few sectors While there are several sectors / sub sectors currently eligible for refinance by IDF-NBFCs, expansion of business across sectors would depend on various factors relating to specific sectors, including but not limited to changing government policies, market dynamics and sectoral credit risks. While suitable portfolio diversification would remain a key objective, the possibility of concentration of risk towards a set of specific sectors cannot be ruled out, for the reasons specified above. The Company has significant exposure to certain sectors. Any negative trends in these sectors may affect the ability of its borrowers to perform their

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obligations under their existing financing agreements with the Company and increase the level of impaired assets in Company’s portfolio, adversely affecting Company’s business, financial performance and results of operations.

Risk of lower market share and/or pricing due to increased competition While the regulatory guidelines in respect of IDF-NBFCs provide for a number of conditions including with respect to eligibility of sponsor(s), minimum capital infusion, minimum credit rating prior to application to RBI, restrictions on shareholding of the Sponsor, etc., it is possible that there could be a larger number of applicants at a later point in time, and if approved, an increased number of competitors in the IDF-NBFC space. In addition, banks, other NBFCs and other entities could also become more active in this space. Significantly increased competition could result in a lower than expected pricing and/or market-share in future years for the Company. The Company operates in a highly competitive industry and its inability to compete effectively may adversely affect its business. Risk of losses and impact on net worth and future growth of Company Any loss arising out of the Company’s business, for any reason whatsoever, would adversely impact its networth. If Company’s provisioning requirements are insufficient to cover Company’s existing or future levels of impaired loans or if future regulation requires the Company to increase its provisions, Company’s ability to raise additional capital and debt funds as well as its results of operations and financial condition could be adversely affected. A decline in Company’s capital ratio or capital adequacy requirement could restrict its future business growth. Company’s capital ratio or capital adequacy may be adversely impacted in case of losses related to its business. The future business growth of the Company may be impacted since the Company is required to maintain a minimum capital adequacy ratio in accordance with regulations. Company’s insurance coverage may not adequately protect it against losses. Company obtains as a practice insurance coverage customary to the nature of its business. However, the coverage of such policies may not be sufficient to cover losses on account of events for which the insurance policies have been obtained. Further, the insurers may not approve any claims made by the Company towards such losses. Risk of non-availability of funds at commercially acceptable rates and impact of any rating downgrades The successful operation of the Company’s business depends inter alia upon timely access to sufficiently low cost funds. There is no assurance that such funds would be available in a timely manner and at sufficiently low costs, to ensure profitability. Unavailability of funds at sufficiently low cost, or funds at a cost which cannot be passed on to borrowers, could impact adversely the profitability of the Company, and thereby its financial position. Any downgrade in the credit ratings of the Company could increase borrowing costs and adversely affect its access to capital and lending markets and could also affect its interest margins, business, results of operations and financial condition. Risk of adverse impact of contingent liabilities While the company currently does not have any material contingent liabilities outside the ordinary course of business, any contingent liabilities that could arise in future could adversely impact its financial position. Risk of low liquidity affecting the profitability The Company may face asset-liability mismatches, which could affect its liquidity and consequently may adversely affect its operations and profitability.

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Risk of attrition/ loss of key managerial personnel While the L&T / L&T Financial Services group including the Company is a professionally managed group with availability of talented, qualified and experienced personnel, any attrition/ loss of key managerial personnel and/ or inability to attract and retain talent, could impact profitability and financial position of the Company. Risk of loss of right to use trademark/ brand name The "L&T" trademark is registered in favour of Larsen and Toubro Limited. Pursuant to a trademark license agreement, by Larsen and Tourbo Limited with our Promoter, the Company has been granted a global non-exclusive, non-transferrable license to use the "L&T" trademark and logo for a consideration payable to the Licensor. The Trademark License Agreement can be terminated by the parties thereto upon written notice in accordance with its terms. Furthermore, the Trademark License Agreement can also be terminated by any party upon change in management control of any of the licensees or upon breach of the terms of the Trademark License Agreement by any of the licensees. In the event that the Trademark License Agreement is terminated, we may have to discontinue the use of the "L&T" trademark and logo. The loss of right to use trademark/ brand-name and/ or significant increase in consideration for any reason whatsoever, could impact business, fund raising or / and the financial position of the Company. Risk of termination of lease arrangements While there is currently a formal arrangement for the lease of property for use of the Company, termination of such arrangements for any reason whatsoever, could adversely impact the operations of the Company. Risk of adverse Court judgements relating to borrower SPVs of the IL&FS Group The Company in its normal course of business has extended debt facilities to 4 SPVs, promoted by Infrastructure Leasing and Financial Services Limited (“IL&FS”) group, specifically by IL&FS Transportation Networks Limited (“ITNL”). The 4 SPVs are fully operational road projects, and the Company’s debt to 3 of the SPVs is guaranteed by NHAI, and for 1 SPV is guaranteed by Government of Jharkhand. The Government of India on October 01, 2018 superseded the IL&FS board and replaced it with its nominees. The Government-nominated IL&FS Board has submitted a resolution framework to NCLAT based on which the IL&FS group companies are categorized as green, amber and red companies (based inter alia on their ability to make payments to various categories of creditors), NCLAT granted a moratorium on specified actions, for companies categorized as amber & red. The 4 SPVs to which the Company has provided debt financing, were originally classified in amber category. The Company filed an intervention application seeking a declaration from the NCLAT that the Interim Order dated October 15, 2018 granting blanket moratorium does not affect the interests of the Company. The Company has also preferred a civil appeal before the Hon’ble Supreme Court of India under the Companies Act, 2013, inter alia assailing the order dated February 11, 2019, passed by the NCLAT approving categorization of companies and granting moratorium on amber category. However, in accordance with the order of July 12, 2019 and consequent agreements entered by the Company, 3 of the 4 SPVs (i.e. 2 guaranteed by NHAI and 1 guaranteed by Government of Jharkhand), have been categorized as “green” and commenced debt servicing including clearing of all payments in accordance with the due schedule agreed. If in case the final judicial decision in the matter restricts the company’s ability to recover its debts from the borrower or the guarantors including NHAI or Government of Jharkhand, then it could adversely impact profitability and financial position of the Company. Risk of inadequacy of internal control systems The internal control systems are currently commensurate to the scale of business of the Company. While the Company periodically tests and updates the internal controls systems, as necessary, any mismatch in internal control systems vis-à-vis the pace of growth of the company could impact adversely the effectiveness of such controls and thereby the financial position of the Company. Further, the risk management measures of the Company may not be fully effective in mitigating its’ risks in all market environments or against all types of risks, which may adversely affect its business and financial performance.

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Risk of conflicts of interest Directors on the board of the Company are also directors on the Boards of other companies. The possibility of such an event arising in future cannot be ruled out along with associated conflict of interest issues. The Company benefits from its relationship with its promoter. Company’s promoter will continue to retain majority shareholding in the Company after the Issue, which will allow it to exercise significant influence over the Company. Further, the Promoter and certain of its Directors hold Equity Shares in the Company and are therefore interested in the Company’s performance in addition to its remuneration and reimbursement of expenses. Risk of inaccurate information from borrowers/ others While the Company (i) adopts suitable practices to cross-verify information (including but not limited to receipt of data from 3rd parties) provided by borrowers, (ii) has suitable policies to prevent frauds, (iii) has a streamlined credit appraisal process, it is possible that some of the information sourced could be inaccurate. This could adversely impact outcome of credit processes and thereby impact profitability and financial position of the Company. Risk of failure of systems or security breach of information technology or deficiency in services rendered by third parties for operations of the Company impacting its business While the Company has procured/ developed/ put in place suitable systems / software required for the smooth operation of the Company and its protection thereof, any failure (partial or otherwise) of systems/ software or any breach in its information technology systems or inability to keep pace with the Company’s growth, could adversely impact the operations of the company and thereby its profitability and financial position. The Company utilizes the services of certain third parties for its operations. Any deficiency or interruption in their services could adversely affect its business and reputation. Risk of inadequate compliance with regulatory norms/ policies While the Company has put in place suitable systems to ensure compliance with applicable regulatory norms/ policies, any non-compliance or inadequate compliance at any point in time could invite regulatory action that could impact adversely the business of the company. In the event there is a disallowance of certain tax benefits availed by the Company, it may face increased tax expenses and/or litigation costs and consequently its’ business and financial condition may be adversely affected. Any dispute with any party could lead to litigation and consequent costs could adversely impact the Company’s business and financial condition. The Company is required to prepare our financial statements with effect from April 1, 2018 under Ind AS. As Ind AS differs in various respects from Indian GAAP, the Company’s financial statements for the financial year 2019 may not be comparable to its historical financial statements. Risks in relation to this Issue Credit Risk of the Issuer/ Potential Loss of Principal and Redemption Premium Identified Investors should be aware that receipt of any amount at maturity on the MLDs is subject to the credit risk of the Issuer. It is possible in case of increased credit risk in the business of the Issuer, the Issuer will not be able to satisfy its obligations under the MLDs. Identified Investors may or may not recover all or part of the principal amount, in case of any default by the Issuer. The securities are subject to market risk The value of the MLD, may be affected by a number of factors, including but not limited to the level of the underlying (Government security price), interest rates and time to maturity.

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If the price of benchmark government security (10 year Government security - issue date October 07, 2019 - IGB 6.45 10/07/2029 (ISIN- IN0020190362)) reduces by 75% between the initial and final observation dates, the investor will only receive the principal at maturity. Investment in the MLDs is subject to model risk Valuation of financial instruments/securities such as market linked debentures is usually carried out using mathematical models. Model Risk is a type of risk that occurs when a mathematical model used to value a financial instrument/security performs inadequately or fails, leading to unintended and/or adverse outcomes. The value of MLDs referred to in this Offer Document is also calculated using a mathematical model. Though the mathematical model used for the MLDs does not involve derivative exposures or hedging, it is possible that the returns from the MLDs may significantly differ from the returns predicted by the mathematical model.

There is no guarantee that the MLDs issued pursuant to this Issue will be listed on BSE in a timely manner, or at all

In accordance with Indian law and practice, permissions for listing and trading of the MLDs issued pursuant to this Issue will not be granted until after the MLDs have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issuing of MLDs to be submitted. There could be a failure or delay in listing the MLDs on the Stock Exchange. Any failure or delay in obtaining the approval would restrict an Identified Investor’s ability to trade in the MLDs.

There could be adverse changes in the future to the credit rating assigned to the MLDs, which will adversely affect the holders of the MLDs In the event of deterioration in the financial health of the Company, there is possibility that the rating agency may downgrade the ratings of the MLDs. In such a case, a potential investor may incur losses due to various reasons including higher provisions on investments in accordance with regulatory norms applicable to them. There is no assurance either that the rating will remain at the same level any given period of time or that the rating will not be lowered or withdrawn entirely by the rating agency. There may not be an active secondary market for the MLDs which will affect the tradability of MLDs in the market While the MLDs are being issued on a private placement basis, investors are requested to note that there may not be an active secondary market for MLDs. There is no assurance that a trading market for the MLDs will exist and no assurance as to the liquidity of any trading market. Further, the liquidity and market prices of MLDs can be expected to vary with changes in market and economic conditions, financial condition of the Company and prospects and other factors that generally influence market price of such instruments. A DRR will not be created for the purpose of redemption of MLDs. Further, the payments under the MLDs will be subject to any payments to be made mandatorily under Applicable Law No Debenture Redemption Reserve is being created for issue of MLDs in pursuance of this Offer Document. Creation of Debenture Redemption Reserve is not required for the proposed issue of Debentures. Rule 18 (7) of Companies (Share Capital and Debentures) Rules, 2014 states that NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997, need not create a Debenture Redemption Reserve in respect of privately placed debentures. The MLDs will be subordinated to certain liabilities preferred under Applicable Law such as the insolvency resolution process costs and the liquidation costs paid in full. In particular, in the event of bankruptcy, liquidation or winding-up, the Issuer’s assets will be available for meeting the obligations in relation to the MLDs only after all of those liabilities that rank senior to these MLDs (if applicable) have been paid in accordance with the provisions of the Companies Act 2013 and the Insolvency and Bankruptcy Code, 2016. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the MLDs after meeting the above indicated costs.

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The Investor may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the default interest (if applicable) in connection with the MLDs The Issuer’s ability to pay the redemption premium, the principal amount , and default interest (if applicable) in connection with the issue of MLDs would be subject to various factors, including the Issuer’s financial condition, profitability and the general economic conditions in India and in the global financial markets. There is no assurance that the Company would be able to pay the redemption premium and principal amount on the MLDs and/or the default interest (if applicable) thereon in a timely manner, or at all. Payments made on the MLDs will be subordinated to certain tax and other liabilities preferred by law The MLDs will be subordinated to certain liabilities preferred by law such as to claims of GoI on account of taxes, and certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the MLDs only after all of those liabilities that rank senior to these MLDs have been paid. Foreign investors investing in the MLDs are subject to risks in connection with (i) exchange control regulations, and, (ii) fluctuations in foreign exchange rates The MLDs will be denominated in Indian Rupees and the payment of default interest (if applicable), redemption premium and redemption amount shall be made in Indian Rupees. Various statutory and regulatory requirements and restrictions apply in connection with the MLDs held by foreign investors. The amounts payable to foreign investors holding the MLDs, on redemption of the MLDs and/or the redemption premium, default interest (if applicable) paid/payable in connection with such MLDs would accordingly be subject to prevailing regulations. Any change in the regulations may adversely affect the ability of such foreign investors to convert such amounts into other currencies, in a timely manner or may not be permitted to be converted at all. Further, fluctuations in the exchange rates between the Indian Rupee and other currencies could adversely affect the amounts realized by foreign investors on redemption or payment of default interest (if applicable) on the MLDs. External Risk Factors Risk of low trading volumes in secondary market and/ or improper functioning of capital markets could restrict the liquidity of these MLDs in the secondary market

There is no assurance that an active trading market for this instrument will develop or be sustained after listing of the MLDs. The trading volume of these MLDs would be driven by, amongst other things, market demand and supply and prices may fluctuate after listing due to a wide variety of factors including but not limited to (i) the return on similar securities available in the market (ii) returns and rates prevalent in India, and (iii) the financial performance, growth and results of operations. MLD Holders may also face risk of improperly functioning capital markets that could restrict liquidity in the secondary market. A slowdown in economic growth in India and the global financial markets could cause the Company's business to suffer The Company's performance and the quality and growth of its assets are dependent on the overall growth of the Indian economy and global markets. A slowdown in the Indian economy and the global markets could affect its business, including its ability to grow its asset portfolio, the quality of its assets, and its ability to implement its strategy. India's economy and the global markets could be affected by a general rise in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or general downtrend in the Indian and the world economy. The nature and pace of policy and regulatory changes/directions in the infrastructure sector may have an impact on the Company’s structure, growth and/or financial results The policy and institutional framework in the infrastructure sector have been continuously evolving and the reform process is an on-going phenomenon. The growth of the infrastructure industry in India, which directly impacts the Company, is dependent on the establishment of stable government policies and prudent regulation. Infrastructure development in India has historically been the preserve of the Central and State

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Governments and has been constrained by various factors such as shortages of public funding, political considerations and issues of transparency and accountability. The pace of regulatory change in some infrastructure sectors has not been as rapid as that of other sectors. The precise nature and pace of policy and regulatory change/direction may have an impact on the Company’s structure, growth and/or financial results.

Force Majeure If, for reasons beyond the control of the Issuer, the performance of the Issuer’s obligations under the MLDs is prevented by reason of force majeure, including but not limited to an act of state or situations beyond the reasonable control of the Issuer, occurring after such obligation is entered into, or has become illegal or impossible in whole or in part or in the exercising of its rights, the Issuer may at its discretion and without obligation to do so, redeem and/or arrange for the purchase of all or some of the MLDs.

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DISCLOSURES UNDER SCHEDULE I OF THE DEBT REGULATIONS

Issuer Information

Registered & Corporate Office Compliance Officer

Plot No. 177, CTS No. 6970, 6971, Vidyanagari Marg, C.S.T Road, Kalina, Santacruz (East), Mumbai – 400 098 Tel: +91 22 6212 5000 Fax: +91 22 6212 5553

Ms. Apurva Rathod 6th Floor, Brindavan, 177, C.S.T. Road, Kalina, Santacruz East, Mumbai –- 400 098 Tel: +91 22 6655 4003 Fax: +91 22 6212 5553 Email: [email protected]

Registrar to the Issue Debenture Trustee

Link Intime India Pvt. Ltd. C -13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai 400 078. Tel: 022-4918 6000 Fax: 022-4918 6060 Email: [email protected]

Catalyst Trusteeship Limited GDA House, First Floor, Plot No 85, S. No. 94 & 95, Bhusari Colony (Right), Paud Road, Pune – 411 038. Tel: +91 20 2528 0081 Fax: +91 20 2528 0275 Email: [email protected] Website: www.catalysttrustee.com

Auditor Chief Financial Officer

Deloitte Haskins & Sells LLP Indiabulls Finance Centre,Tower 3, 27th - 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013. Tel: +91 (022) 6185 4000 Fax: +91 (022) 6185 4001

Mr. Jaykumar Shah 2nd Floor, Brindavan, 177, C.S.T. Road, Kalina, Santacruz East, Mumbai - 400 098 Tel: +91 22 6655 4003 Fax: +91 22 6212 5553 Email: [email protected]

Credit Rating Agencies for the Issue

CRISIL Limited CRISIL House Central Avenue Hiranandani Business Park, Powai, Mumbai – 400 076. Telephone: +91 22 3342 3000 Fax: +91 22 3342 3050 Email: [email protected] Website: www.crisil.com

ICRA Limited Electric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400025. Telephone: +91 22 6169 3300 Email: [email protected] Website: www.icra.in

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IDF NBFC INDUSTRY

Background of IDFs In order to accelerate and enhance the flow of long term debt to infrastructure projects in India, the Union Finance Minister, in his Budget speech for 2011-12 had announced the setting up of Infrastructure Debt Funds. GoI and regulators have subsequently announced the broad structure, eligibility criteria for sponsors, Income Tax benefits and inherent credit enhancement mechanisms. IDF-NBFCs set up as companies under the Companies Act, would refinance infrastructure projects that have completed at least 1 year of satisfactory operations. Though refinance for infrastructure projects is an established business in India, the RBI introduced regulations for IDFs 8 years ago and the first IDF was established 6 years ago, and the IDF format seeks to achieve the following overall objectives:

reduction in asset liability mismatch of banks;

freeing-up of exposure of banks to business groups;

lower cost long term refinance for projects;

increased foreign investments into India’s infrastructure sectors

deepening, widening and broadening the bond market in India; and

channelizing pension / insurance funds (both domestic and international) to infrastructure.

Overview of regulatory guidelines in respect of IDF-NBFCs

The RBI has, through the RBI IDF Directions, prescribed a clearly defined regulatory and operating framework designed specifically for IDF-NBFCs. This framework prescribes a focused business model and provides asset quality protection through an in-built credit enhancement mechanism by way of a tripartite agreement where there is a project authority. Certain features of the regulations governing IDF-NBFCs are set out below. Sponsors The only class of NBFCs permitted to sponsor IDF-NBFCs are IFCs. Such sponsors are allowed to contribute up to 49% of the equity share capital of an IDF-NBFC with a minimum equity shareholding of 30% of the equity share capital of an IDF-NBFC. Furthermore, post investment in the IDF-NBFC, the IFC must comply inter alia with the minimum CRAR and net owned fund prescribed for IFCs. Investments by IDF-NBFCs Under the RBI IDF Directions, an IDF-NBFC should have minimum net owned funds of ₹300 Crore and should refinance/ invest only in infrastructure projects which have completed at least one year of satisfactory commercial operation. Furthermore, an IDF-NBFC is required to be a party to a tripartite agreement with the concessionaire (in case of PPP projects with a project authority) and the concession authority, with the lenders’ representative as a confirming party. The tripartite agreement permits IDF- NBFCs (i) to extend the tenor of refinance to projects, within certain limits (ii) access to termination benefits available to senior lenders, under the provisions of the concession agreement (iii) access to a priority charge on termination benefits, in event of default.

Inherent Credit Enhancement Features of IDF-NBFCs

IDF-NBFCs are permitted to provide refinance facilities to infrastructure projects which have completed at least 1 year of satisfactory operations. In case of PPP projects with a project authority, IDF-NBFCs are required to enter into a tripartite agreement with the project authority and the concessionaire. While the Government of India has approved the model tripartite agreement solely for the road & port sectors, the terms of a tripartite agreement that would be entered into are permitted to be modified on a case by case basis, in order to reflect the provisions of the relevant concession agreements, but without altering the allocation of risks. In this regard, the model tripartite agreement with NHAI, for toll road projects, the IDF-NBFC and the concessionaire (“NHAI Tripartite Agreement”), with the lenders’ representative as a confirming party, provides for a part of the concessionaire’s outstanding debt by the IDF-NBFC. The total

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value of such refinance shall not exceed 85% of the debt due forming part of the total cost of the project (“Bonds”). However, the concessionaire may, with the prior written approval of NHAI additionally refinance for a total value not exceeding 15% of the debt due forming part of the total cost of the project, as approved by NHAI. Under the NHAI Tripartite Agreement, the tenor of the refinance shall be such that at least 50% and 75% of the total refinance shall be redeemed by the concessionaire within the expiry of 75% and 85% of the concession period, respectively, and the balance, if any, shall be redeemed no later than two years prior to the expiry of the concession period. Furthermore, the IDF-NBFC and the concessionaire may mutually agree to undertake early redemption of the Bonds. Upon issuance of the Bonds to the IDF-NBFC, the IDF-NBFC shall be deemed to be a senior lender and shall be entitled to all rights and privileges of a senior lender under the concession agreement. Furthermore, rights, title or interest of the senior lenders in relation to termination payments in the event of termination, to the extent such rights, title or interest are provided in the concession agreement, and other related agreements, shall be subordinate to the rights, title or interest created by the refinance in favour of the IDF-NBFC. Any payments on account of termination shall be applied first for the repayment/redemption of the amount refinanced by IDF-NBFCs, after which any balance shall be paid towards meeting other obligations, including the balance Debt Due. All senior lenders shall continue to have pari passu charge on project security including but not limited to charge on revenues, accounts, contracts, pledge of shares and other assets as may be applicable, of the concessionaire. In the event of default by the concessionaire in servicing of debt, the senior lenders (including the IDF- NBFC) shall have the right to enforce termination of the concession agreement, which, amongst other things, requires the concession authority to make a termination payment to the senior lenders (including the IDF-NBFC), the quantum of which would be determined in accordance with the terms of the relevant concession agreement. The Government of India has permitted IDF-NBFCs to avail key benefits available to Public Financial Institutions (PFI), for instance access to provisions of the SARFAESI Act, including the adjudicatory process through debt recovery tribunals, as is currently permitted to PFIs. Government of India notification dated August 5, 2016, permitted the Company, access to provisions of the SARFAESI Act. These measures are aimed at promoting the operationalization of IDFs through timely access to funds and credit enhancement.

Resources

IDF-NBFCs are allowed to raise resources primarily through issue of bonds of minimum five year maturity. With a view to facilitate better ALM, RBI guidelines also permit IDF-NBFCs to raise funds through shorter tenor bonds and commercial papers from the domestic market to the extent of up to 10 per cent of their total outstanding borrowings.

Credit Rating

An IDF-NBFC is required to have, at the minimum, a credit rating grade of 'A' by CRISIL or an equivalent rating issued by other accredited rating agencies.

Capital Adequacy

An IDF-NBFC is required to have a minimum CRAR of 15% and its Tier II Capital shall not exceed its Tier I Capital. For the purpose of computing capital adequacy of an IDF-NBFC, advances to public private partnerships and post commencement operations date infrastructure projects in existence over a year of commercial operation shall be assigned a risk weight of 50%. All other assets shall be risk weighted in accordance with the extant RBI regulations.

19

Credit Concentration Norms

The maximum exposure that an IDF-NBFC is permitted to take on individual PPP projects with a project authority, with credit committee approval will be at 50% of its total capital funds, i.e. Tier I plus Tier II Capital. An additional exposure of up to 10% could be taken at the discretion of the board of directors of the IDF-NBFC. Furthermore, RBI may, upon receipt of an application from an IDF-NBFC, if the financial position of the IDF-NBFC is satisfactory, permit additional exposure of up to 15% of its total capital funds, subject to such conditions as it may deem fit to impose regarding additional prudential safeguards. Further, IDF-NBFCs are not permitted to undertake any exposure to associate companies of the IDF-NBFC. In case of infrastructure projects without a project authority or non PPP projects, maximum exposure limits would be in compliance with the regulations applicable for NBFCs.

Income Tax Benefits available to IDF-NBFCs Under section 10(47) of the IT Act, any income of an IDF-NBFC, set up in accordance with the guidelines as prescribed and notified by the central government, shall be exempt from tax. The said guidelines have been prescribed under Rule 2F of the IT Rules.

20

Summary of the business / activities of the Company and its line of business Company Background L&T IDF is an IDF registered under the Companies Act, 1956 and regulated by the RBI. L&T IDF was incorporated on March 19, 2013 and received the certificate of registration number N-13.02055 from RBI on October 21, 2013 under Section 45-IA of the RBI Act, registering the Company as an IDF-NBFC. L&T IDF commenced business as an IDF-NBFC on November 21, 2013.

Corporate Structure L&T IDF was incorporated with an initial share capital of Rs. 5,00,000. Its current issued and paid-up share capital is Rs. 810,28,02,140/- comprising 49,01,80,214 Equity Shares of face value of Rs. 10/- each, aggregating to Rs. 490,18,02,140/- and 3,201 Preference Shares of face value of Rs. 10,00,000/- each, aggregating to Rs. 320,10,00,000/-.

L&T IDF is held 48.36% by L&T Infrastructure Finance Company Limited, 23.36% by L&T Finance Holdings Limited and 28.28% by L&T Finance Limited (erstwhile Family Credit Limited). Each of L&T Infrastructure Finance Company Limited and L&T Finance Limited are wholly owned subsidiaries of L&T Finance Holdings Limited, which is, in turn, a subsidiary of Larsen & Toubro Limited.

63.91%

100% 100%

23.36%

48.36% 28.28%

L&T Infrastructure Finance

Company Ltd L&T Finance Ltd

L&T Infra Debt Fund Ltd

(AAA rated)

L&T Finance Holdings Ltd

Larsen & Toubro Ltd

21

Brief Particulars of the Management of the Company Please refer to Annexure B to this Offer Document.

Outside liabilities L&T IDF can leverage its net worth through the issue of short and long-tenor bonds to reputed investors, including pension funds, insurance companies and other key investors, both domestic and foreign. RBI guidelines permit issue of short term bonds/ commercial paper to the extent of 10% of outstanding borrowings.

Operations IDF-NBFCs are permitted to provide secured refinance facilities to infrastructure projects that have completed at least 1 year of satisfactory operations. This includes (i) PPP projects with a project authority, (ii) PPP projects without a project authority and (iii) non-PPP projects. The investment portfolio may be diversified by sector, project type, geography and promoter groups.

Credit rating

The issue of MLDs referred to under this Offer Document has received a domestic PP-MLD credit rating of “AAA” from two accredited rating agencies, CRISIL and ICRA. The table below indicates the credit ratings assigned to instruments issued/ to be issued by L&T IDF:

Instrument CRISIL CARE ICRA

Non-Convertible Debentures CRISIL AAA/Stable CARE AAA/Stable ICRA AAA/Stable

Preference Shares CRISIL AAA/Stable - -

Long-term Principal Protected Market Linked Debentures

CRISIL PP-MLD AAAr/Stable

- PP-MLD ICRA AAA/Stable

Short-term Bank Facility - CARE A1+ -

Commercial Paper CRISIL A1+ CARE A1+ ICRA A1+

This is based, among other factors, on the (i) stringent regulatory framework governing IDF-NBFCs supports low credit risk (ii) L&T IDF’s technical and operational expertise in the infrastructure space and its experienced core management team (iii) financing experience of L&T Infrastructure Finance Company Ltd. (iv) focused and predictable business model and (v) comfortable capitalization.

Sectoral focus L&T IDF offers refinancing solutions to eligible clients (infrastructure projects which have completed at least 1 year of satisfactory operations) in multiple sectors in line with regulatory guidelines.

Market In accordance with regulatory guidelines, IDF-NBFCs are permitted to refinance debt of only those projects that fulfill the following criteria: (i) The projects should be infrastructure projects.

(ii) The projects should have completed at least 1 year of satisfactory commercial operations.

(iii) The projects should have suitable arrangements for buyback of debt, wherever there is a project

authority, in event of termination.

(iv) IDF-NBFCs shall enter into a tripartite agreement in respect of each financing where there is a project authority.

GoI has approved a model tripartite agreement between the concessionaire, who is the Borrower, concession authority and the IDF-NBFC for the roads and ports sectors.

22

The model tripartite agreement is currently approved for the roads and ports sectors but is in the process of being replicated for other eligible sectors, based on the same principles. The sector-wise estimates of size of market for IDF-NBFCs are in accordance with the sections below:

Roads India has the second largest road network in the world, aggregating to 5.5 million km. Roads form the most common mode of transportation and account for about 90 per cent of passenger traffic and close to 65 per cent of freight. (Source: www.ibef.org) As on March 31, 2019, > 120 NHAI PPP projects were operational. In addition, > 60 state PPP projects were operational. Therefore at least 180 projects are eligible or expected to become eligible for refinance by L&T IDF in FY 2020 (i.e. after completion of 1 year of satisfactory operational performance). (Source: www.nhai.org, other publicly available sources) State projects would be eligible for refinance by IDF- NBFCs subject to approval of model tripartite agreements by state governments.

Airports The private sector played an important role during the twelfth five year plan (2012-2017) in the area of airport development. In the last decade, 4 international airport projects have been successfully completed through the PPP mode, namely, the development of Hyderabad and Bengaluru international airports and modernization of Delhi and Mumbai international airports. Total investment made by private airports operators in the last few years was over ₹30,000 Crore (Source: Plan documents, Niti Aayog, other publicly available documents) The Government of India estimates over ₹50,000 Crore of private sector investment in airports in the next few years.

Ports The Indian coastline is dotted with 12 major and 205 non-major ports, catering to coastal and overseas trade (Source: Government of India, www.ibef.org). With increase in India’s seaborne trade, Indian ports have witnessed an increase in traffic. Over the last few years, the share of non-major ports in the total traffic handled has been increasing. As stated by the Ministry of Shipping, there were over 30 operational PPP projects under major ports in India with an aggregate investment of approximately ₹9500 Crore. Additionally, there are at least 25 projects aggregating approximately ₹13,700 Crore under various stages of implementation, expected to be operational in the next few years.

Urban Infrastructure Most urban infrastructure projects which are eligible for finance by IDF- NBFCs would come under the jurisdiction of state government / state government entities. Projects in these sectors would form a part of IDF-NBFC’s market subject to state government approval for model tripartite agreements (between the Borrower, the IDF-NBFC and the concession authority) which are mandatory for financing by an IDF- NBFC for PPP projects with a project authority.

Renewable Energy (Solar Power & Wind Energy) India is the world’s 3rd most attractive market after China and the US for Renewable Energy investments, as per an EY study. The government has set a target of 175 GW of Renewable Energy Capacity to be installed by 2022 of which ~50% has been achieved so far. For the balance capacity target, it is estimated that an additional debt investment of ~Rs. 3,50,000 crores could be required. Solar Power & Wind Energy is expected to constitute a significant part of this investment requirement. .

23

Key Operational and Financial Parameters for the last 3 audited years and first half of current financial year (unaudited):

(Rs. in Lakh)

Parameters As at March 31, 2018 (as per IGAAP) (Audited)

As at March 31, 2017 (as per IGAAP) (Audited)

For Financial Entities

Networth 1,01,144.16 80,669.14

Total Debt 5,92,049.23 3,25,000.00

Of which - Non Current Maturities of Long Term Borrowing

5,82,400.00 3,25,000.00

- Short Term Borrowing 9,649.23 -

- Current Maturities of Long Term Borrowing

- -

Net Fixed Assets 1.94 3.00

Non-Current Assets 6,70,041.71 3,85,550.65

Cash and cash equivalents 19,053.62 16,690.93

Current Investments - -

Current Assets 35,099.67 18,819.66

Non - current liabilities 4,712.20 2,936.36

Current Liabilities 26,291.35 12,458.74

Assets under Management - -

Off Balance Sheet Assets - -

Interest Income 52,470.98 29,125.01

Interest Expense 38,794.67 22,504.16

Provisioning & write–offs 1,192.06 890.65

PAT 14,964.70 9,410.96

Gross NPA (%) NA NA

Net NPA (%) NA NA

Tier I Capital Adequacy Ratio (%) 24.73% 33.50%

Tier II Capital Adequacy Ratio (%) 3.66% 5.82%

(Rs. in Lakh)

Parameters As on March 31, 2019 (as per INDAS) (Audited)

As on September 30, 2019 (as per INDAS) (Limited Review)

(Unaudited)

For Financial Entities

Networth 1,05,965.77 1,17,914.02

Outstanding Debt (Excluding Preference)

7,40,443.00 7,92,517.00

Redeemable Preference Shares 12,819.00 20,062.00

Financial Liabilities 1,056.00 1,125.00

Non Financial Liabilities 197.00 211.00

Net Fixed Assets 1.00 -

Financial Assets 8,17,112.36 9,10,375.00

Cash and cash equivalents 17,694.00 8,981.00

Bank balance other than cash and cash equivalents

- 2,550.00

Current Investments 16,704.00 -

Non Financial Assets 8,970.41 9,923.02

Assets under Management - -

Off Balance Sheet Assets - -

Interest Income 70,579.00 43,642.00

Interest Expense 57,896.38 31,025.60

Provisioning & write –offs 2,027.34 233.64

PAT 13,166.43 11,894.00

24

Project Cost and means of financing, in case of funding of new project: Not Applicable Gross Debt: Equity Ratio of the Company: (in accordance with INDAS)

Before the Issue 6.73

After the Issue 6.78*

* Assuming an Issue size of Rs. 60 Crore.

Profits of the Issuer, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Offer Document

(Rs. in Lakh)

Particulars As on September 30, 2019 (as per

INDAS) (Un audited)

2018-19 (as per INDAS)

2017-18 (as per IGAAP)

2016-17 (as per IGAAP

Profits before tax 11,894.00 13,166.43 14,917.28 9,410.96

Profits after tax 11,894.00 13,166.43 14,964.70 9,410.96

Equity Dividends declared by the Issuer in respect of the three financial years Nil equity dividends declared. Interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)

Please refer to Annexure C to this Offer Document. A summary of the financial position of the Issuer as in the three audited balance sheets immediately preceding the date of circulation of the Offer Document Please refer to Annexure C to this Offer Document.

Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Offer Document

Please refer to Annexure C to this Offer Document.

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Issuer Please refer to Annexure D to this Offer Document.

Business carried on by the company and its subsidiaries with the details of branches or units, if any

Business carried out by the company: Operating as an Infrastructure Debt Fund - Non Banking Finance Company in accordance with guidelines prescribed by Reserve Bank of India. Details of branches or units, (if any): Not applicable. The Company has no subsidiaries.

Total comprehensive income 13,161.36 11,882.00

Tier I Capital Adequacy Ratio (%) 23.48% 22.62%

Tier II Capital Adequacy Ratio (%) 3.57% 4.60%

Gross Stage 3 Assets Nil Nil

25

Brief history of the Issuer

Details of Share Capital as on December 31, 2019

SHARE CAPITAL Authorized Share Capital 20,000,000,000/-

1,000,000,000 equity shares of face value of INR 10/- each 10,000,000,000/-

10,000 preference shares of face value of INR 10,00,000 /- each 10,000,000,000/-

Issued, Subscribed and Paid-up Share Capital 8,102,802,140/-

490,180,214 equity shares of face value of INR 10 /- each 4,901,802,140/-


Size of the Offer NA Paid up Capital of the Issuer after the Issue 8,102,802,140/-

490,180,214 equity shares of face value of INR 10 /- each 4,901,802,140/-


SHARE PREMIUM ACCOUNT Before the Issue 1,338,304,750/- For the Issue NA After the Issue 1,338,304,750/- Changes to capital structure of the Company as on December 31, 2019 since incorporation

Date of change (AGM/EGM) Amount in Rs. Particulars

AUTHORISED / ISSUED / SUBSCRIBED SHARE CAPITAL EGM dated March 25, 2013 303,95,00,000 To offer, issue such no. of additional equity

shares from time to time not exceeding 30,39,50,000 shares on preferential allotment basis.

EGM dated January 21, 2014 600,00,00,000 Reclassification of Authorised Share Capital of the Company from Rs. 600,00,00,000, comprising 60,00,00,000 Equity Shares, to Rs. 600,00,00,000, comprising 40,00,00,000 Equity Shares and 2,000 preference shares of Rs. 10,00,000 each.

EGM dated September 16, 2014 200,00,00,000 To create, offer, issue and allot in one or more tranches 2000 Preference Shares of the face value of Rs. 10,00,000/- each aggregating to a nominal value of Rs. 200 Crore.

EGM dated December 28, 2015 1400,00,00,000 Increased Authorised Share Capital of the Company from Rs. 600 Crore to 1400 Crore comprising 100 Crore Equity Share of Rs. 10 each and 4000 preference shares of Rs. 10,00,000 each.

EGM dated November 27, 2018 2000,00,00,000 Increased Authorised Share Capital of the Company from Rs. 1,400 Crore to 2,000 Crore comprising 100 Crore Equity Share of Rs. 10 each and 10000 preference shares of Rs. 10,00,000 each.

26

Equity Share Capital History of the Company as on December 31, 2019, since incorporation

Date of allotment

No. of Equity Shares

Face value (INR)

Issue price (INR)

Cumulative No. of Equity

Shares

Cumulative paid-up share capital (INR)

Cumulativ

e share premi

um

Consideration Form of considera

tion

March 19, 2013

50,000 10 10 50,000 5,00,000 - 5,00,000 Cash

April 10, 2013

30,39,50,000 10 10 30,40,0,000 304,00,00,000 - 303,95,00,000 Cash

December 31, 2015

96,000,000 10 15 40,00,00,000 4,000,000,000 5 144,00,00,000 Cash

February 12, 2016

7,06,66,666 10 15 4,70,666,666 4,706,666,660 5 105,99,99,990 Cash

October 18, 2017

1,95,13,548 10 35.88 49,01,80,214 490,18,02,140 25.88 70,01,46,102 Cash

Preference Share Capital History of the Company as on December 31, 2019, since incorporation Date of

allotment No. of

Preference

Shares

Face value (INR)

Issue price (INR)

Cumulative No. of

Preference

Shares

Cumulative paid-up

share capital

(INR)

Cumulative share

premium

Consideration Form of

consid

eration

Dividend (per

annum)

September 19, 2014

1003 10,00,000 10,00,000 1003 100,30,00,000 -

100,30,00,000 Cash 5%

August 29,

2016 50 10,00,000 10,00,000 1053 1,053,000,000

- 5,00,00,000 Cash 5%

May 23, 2019

648 10,00,000 10,00,000 1701 1,701,000,000 -

64,80,00,000 Cash 5%

December 27, 2019

1500 10,00,000 10,00,000 3201 3,201,000,000 -

150,00,00,000 Cash 5%

Details of the shares allotted by the Company in the one year preceding the date of the Offer Document The Company has not issued any equity shares during the last financial year. The details of the preference share capital are as provided in the table above. Details of any Acquisition or Amalgamation in the last 1 year

During the last one year, the Company has not undertaken any acquisition or amalgamation.

Details of any Reorganization or Reconstruction in the last 1 year During the last one year, the Company has not undertaken any reorganization or reconstruction.

Details of the shareholding of the Company Shareholding pattern of the Company as on December 31, 2019

Sr. No.

Particulars Total No. of Equity Shares

No. of Equity Shares in demat

Total Shareholding as % of total no of Equity Shares

1. L&T Infrastructure Finance Company Limited

23,70,36,157 23,70,36,157 48.36

2. L&T Finance Holdings Limited 11,44,91,100 11,44,91,100 23.36

3. L&T Finance Limited 13,86,52,953 13,86,52,953 28.28

4. Raju Dodti 1* - -

5. Dinanath Dubhashi 1* - -

6. Sunil Prabhune 1* - -

7. Abhishek Sharma 1* - -

Total 49,01,80,214 49,01,80,210 100

27

* Equity Shares held jointly with L&T Infrastructure Finance Company Limited. None of the shares are pledged or encumbered by the promoters

There are no shares pledged by the Promoter as on December 31, 2019. List of top 10 holders of equity shares of the Company as on December 31, 2019 Same as above The pre-issue and post-issue equity shareholding pattern of the Company

Sr. No.

Category Pre-Issue Post Issue

No of shares held

% shareholding

No of shares held

% shareholding

A. Promoters’ Holding

1. Indian

Individual

Bodies Corporate 490,180,214* 100 490,180,214* 100 Sub-total 490,180,214* 100 490,180,214* 100

2. Foreign promoters

Sub-total (A)

B. Non-promoters’ Holding

1. Institutional investors

2. Non-institutional investors

Private corporate bodies

Directors and relatives

Indian public

others [including Non resident Indians (NRIs)]

Sub-total (B) GRAND TOTAL 490,180,214* 100 490,180,214* 100

* 4 shares are held by 4 Members jointly with L&T Infrastructure Finance Company Limited.

28

Details of the current Directors of the Company

Current Directors

1. Mr. Thomas Mathew T - Independent Director

2. Mr. Dinanath Dubhashi - Non-Executive Director

3. Dr. Rupa Nitsure - Non-Executive Director

4. Ms. Nishi Vasudeva - Independent Director

5. Mr. Sunil Prabhune - Non-Executive Director

As of the date of this offer document, none of the Company’s Directors appear on the RBI defaulter’s list and / or the ECGC default list. For further details and brief particulars of our management, please refer to Annexure B to this Offer Document. Details of change in Directors since last three years

Name Date of Appointment Date of Resignation Remarks

Mr. Arun Ramanathan January 21, 2014 July 20, 2018 N.A.

Mr. Thomas Mathew T. October 16, 2014 - N.A

Ms. Raji Vishwanathan March 31, 2015 April 7, 2016 N.A.

Mr. Suneet Maheshwari March 19, 2013 July 21, 2015 N.A.

Mr. Narayanaswami Sivaraman March 19, 2013 January 20, 2016 N.A

Mr. Gopalakrishnan Krishnamurthy January 19, 2016 May 26, 2016 N.A

Dr. Rupa Nitsure April 27, 2016 - N.A

Mr. Dinanath Dubhashi April 29, 2016 - N.A.

Mr. Yeshwant Moreshwar Deosthalee March 19, 2013 May 31, 2017 N.A.

Ms. Nishi Vasudeva July 2, 2018 - N.A.

Mr. Sunil Prabhune April 24, 2019 - N.A

Details of the Auditors of the Company Current Auditors

Name of the Auditor Address Auditor since

Deloitte Haskins & Sells LLP

Indiabulls Finance Centre, Tower 3, 27th - 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013.

April 28, 2019

Details of change in auditors in the last three years

Sr. No.

Name of the Auditor

Address Date of Appointment /Cessation

Auditor of the Company since (in case of resignation/

cessation)

Remarks

1 Deloitte Haskins & Sells LLP

Tower 3, 27th -32rd Floor, Senapati Bapat Marg, Elphiston-W, Mumbai

July 1, 2016 (Cessation date)

March 25, 2013 N.A.

2 M/s. B. K. Khare & Co.

706-708, Sharda Chambers, New Marine Lines, Mumbai 400 020.

April 28, 2019 (Cessation date)

July 2, 2016 N.A.

29

3 Deloitte Haskins & Sells LLP

Indiabulls Finance Centre,Tower 3, 27th - 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013.

April 28, 2019 N.A. N.A.

Details of borrowings of the Company as of December 31, 2019

i) Details of secured loan facilities The Company does not have any secured loan facilities as on December 31, 2019.

ii) Details of unsecured loan facilities The Company does not have any unsecured loan facilities as on December 31, 2019.

iii) Details of non-convertible debentures Please refer to Annexure E to this Offer Document.

iv) List of top 10 Debenture Holders

Sr. No.

Name of debenture holders Amount (Rs. Crores)

1 Life Insurance Corporation of India 850

2 Postal Life Insurance Fund # 685

3 Canara Bank – Mumbai 500

4 Infosys Limited Employees Provident Fund Trust 426

5 Wipro Systems Provident Fund Trust 324

6 NPS Trust Account ^ 231

7 Rural Postal Life Insurance Fund # 230

8 United India Insurance Company Limited 195

9 Serum Institute of India Private Limited 175

10 National Insurance Company Limited 160

10 Aditya Birla Sun Life Insurance Company Limited 160 # Investors with 2 investment managers each – SBIFMPL & UTI AMC. Combined amount specified. ^ Investment Manager for 12 schemes of LIC Pension Fund, SBI Pension Fund and Birla Sun Life Pension Fund.

v) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc.) on behalf of whom it has been issued The Company has not issued any corporate guarantee as on December 31, 2019.

vi) Details of Commercial Paper / Certificate of Deposit: - The total Face Value of Commercial Paper / Certificate of Deposit Outstanding There are no commercial papers outstanding as on December 31, 2019.

vii) Details of rest of the borrowings/fund raising by issuance of other securities as of the date of this Offer Document There are no other forms of borrowing taken by the Company, including but not limited to foreign currency convertible bonds or optionally convertible debentures.

30

viii) Details of all default/s and/or delay in payments of interest and principal, statutory dues, and present status of any kind of term loans, debt securities, deposits and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

The Company has not defaulted or delayed in payments of statutory dues, interest and principal of any kind of term loans, debt securities, deposits and other financial indebtedness in the last five years.

ix) 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

There are no outstanding borrowing taken or debt securities issued (i) for consideration other than cash, (ii) whether at premium or at discount or (iii) in pursuance of an option.

ADDITIONAL DISCLOSURES Any default in annual filing of the Company under the Companies Act, 2013 or the rules made thereunder Nil

Change in control, if any, in the Company that would occur consequent to the Issue There is no change in control consequent to the private placement. The number of persons to whom allotment on preferential basis/ private placement/ rights issue has already been made during the year, in terms of number of securities as well as price Allotment of non convertible debentures on a private placement basis:

Sr. No. Series No. of

Allottees Name of Allottees

No. of NCDs

Face Value (Rs)

Total Amount

(Rs Crores)

1. Series A of FY

2019-20 1

Life Insurance Corporation of India

7,000 10,00,000 700

2. Series B of FY

2019-20 1

Edelweiss Broking Limited

120 10,00,000 12

3. Series C of FY

2019-20 1

Genev Capital Private Limited

156 10,00,000 15.6

Allotment of cumulative compulsorily redeemable non-convertible preference shares (“CRPS”) on a private placement basis:

Sr. No. Name(s) of Allottee (s) No. of CRPS Issue price*

(Rs. per CRPS)

Total amount (Rs.)

1. L&T Employees Welfare

Foundation 500 10,00,000 500,000,000

2. Krishnamurthi Venkataramanan 125 10,00,000 125,000,000

3. Raghupatruni Vasanthi 13 10,00,000 13,000,000

4. Sujata Seksaria 10 10,00,000 10,000,000

5. Azim Premji Trust 1500 10,00,000 150,00,00,000

* At par i.e. at face value of Rs. 10,00,000/- per CRPS

31

Kinds of securities offered (i.e. whether share or debenture) and class of security; the total number of shares or other securities to be issued Please refer to the section on “Issue Details” in this Offer Document. Price at which the security is being offered including the premium, if any, along with justification of the price Please refer to the section on “Issue Details” in this Offer Document. Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer CARE Ratings Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off. Eastern Express Highway, Sion (E), Mumbai - 400 022. Website: www.careratings.com Please refer to the section on “Issue Details” in this Offer Document, for the fees of the Valuation Agency. Please refer to Annexure F to this Offer Document for the valuation report. Relevant Date with reference to which the price has been arrived at Please refer to Annexure F to this Offer Document. The class or classes of persons to whom the allotment is proposed to be made Eligible Investors as defined in this Offer Document The proposed time within which the allotment shall be completed Within the time period stipulated under Applicable Law. Amount which the company intends to raise by way of proposed offer of securities Please refer to the section on “Issue Details” in this Offer Document. Terms of raising of securities: Duration, if applicable, rate of dividend or rate of interest, mode of payment and repayment Please refer to the section on “Issue Details” in this Offer Document. The justification for the allotment proposed to be made for consideration other than cash together with the valuation report of the registered valuer N.A. Proposed time schedule for which the Offer Document is valid Please refer to the section on “Issue Details” in this Offer Document Mode of Payment for Subscription - Other Banking Channels

32

Details of the Promoter of the Company

Details of shareholding of the Promoter in the Company as on December 31, 2019

Sr. No.

Name of the Promoter

Number of Equity

Shares held

In dematerialized

form

Total Shareholding as % of total no. of equity

shares

No. of Shares

Pledged

% of Shares pledged with

respect to shares owned

1. L&T Finance Holdings Limited

11,44,91,100 11,44,91,100 23.36 Nil Nil

Total 11,44,91,100 11,44,91,100 23.36 Nil Nil

As of the date of this IM, L&T Finance Holdings Limited is the promoter of the Company. While L&T Infrastructure Finance Company Limited (a wholly owned subsidiary of L&T Finance Holdings Limited), being an IFC, has been named as the Sponsor of the Company pursuant to and in accordance with the RBI IDF Directions, L&T Infrastructure Finance Company Limited should not be construed as a promoter in accordance with the provisions of the SEBI ICDR Regulations.

Audited Financial Information

Abridged version of Audited Standalone Financial Information for the last three years and auditor qualifications, if any Financial statement for the periods ended March 31, 2019 (under INDAS), 2018 (under IGAAP) and 2017 (under IGAAP) annexed as Annexure C to this Offer Document. The auditors have not made any adverse remarks or qualifications on their reports on the financial statements of the Company for the last three years.

Half Yearly Financial Information

Abridged version of 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 Unaudited limited review financial statement for the period ended September 30, 2019 (under INDAS), is annexed as Annexure C to this Offer Document. The auditors have not made any adverse remarks or qualifications on their reports on the financial statements of the Company for the period ended September 30, 2019.

Material events

Any material event / development or change having implications on the financials / credit quality at the time of Issue which may affect the Issue or the Identified Investor’s decision to invest / continue to invest in the MLDs 1. The Company in its normal course of business has extended debt facilities to 4 SPVs, promoted by

Infrastructure Leasing and Financial Services Limited (“IL&FS”) group, specifically by IL&FS

Transportation Networks Limited (“ITNL”). The 4 SPVs are fully operational road projects, and the

Company’s debt to 3 of the SPVs is guaranteed by NHAI, and for 1 SPV is guaranteed by Government

of Jharkhand. The Government of India on October 01, 2018 superseded the IL&FS board and

replaced it with its nominees. The Government nominated IL&FS Board has submitted a resolution

framework to NCLAT based on which the IL&FS group companies are categorized as green, amber

and red companies, NCLAT granted a moratorium on specified actions, for companies categorized as

amber & red companies (based inter alia on their ability to make payments to various categories of

creditors). The 4 SPVs to which the Company has provided debt financing, have been classified in

amber category. The Company filed an intervention application seeking a declaration from the NCLAT

that the Interim Order dated October 15, 2018 granting blanket moratorium does not affect the

33

interests of the Company. The Company has also preferred a civil appeal before the Hon’ble Supreme

Court of India under the Companies Act, 2013, inter alia assailing the order dated February 11, 2019,

passed by the NCLAT approving categorization of companies and granting moratorium on amber

category. However, in accordance with the order of July 12, 2019 and consequent agreements entered

by the Company, 3 of the 4 SPVs, two NHAI and the one guaranteed by Government of Jharkhand,

have been categorized as “green” and commenced debt servicing including clearing of all payments in

accordance with the due schedule agreed. The next date of hearing for the proceedings before the

NCLAT is on February 7, 2020 and the matter is listed for hearing before the Supreme Court of India

and is likely to be heard on February 4, 2020.

2. The Company entered into an agreement on April 25, 2019 with Apis Growth Fund II (“Fund”), a private equity fund managed by Apis Partners LLP, with respect to an investment transaction for up to 25.1% minority equity investment in the Company. The said transaction is subject to regulatory directions and norms as well as extension of timelines/other compliances as may be required.

Debenture Trustee

The Company has appointed Catalyst Trusteeship Ltd as the Debenture Trustee to the Issue. Consent in writing of Catalyst Trusteeship Ltd to act as the Debenture Trustee has been obtained and such consent has not been withdrawn up to the time of filing this Offer Document with BSE. A copy of the consent letter is enclosed as Annexure G to this Offer Document. A Debenture Trust Deed for securing the issue of MLDs shall be executed by the issuer in favour of the Debenture Trustee within sixty days of the closure of the Issue. If the Issuer fails to execute the Debenture Trust Deed within the period specified above, without prejudice to any liability arising on account of violation of the provisions of the Companies Act, 2013 and the Debt Regulations, the Issuer shall also pay default interest of 2 (two) percent per annum over the Internal Rate of Return to the MLD Holder, from the date of execution prescribed under Applicable Law until the execution of the Debenture Trust Deed.

Credit Rating and Rating Rationale(s) CRISIL has, by way of its letter dated January 24, 2020,, assigned a rating of “CRISIL PP-MLD AAAr/Stable” to the MLDs. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. ICRA has, by way of its letter dated January 17, 2020, assigned a rating of “PP-MLD[ICRA]AAA/Stable” to the MLDs, Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. The rating letters are enclosed as Annexure H to this Offer Document. Neither of the above ratings is to be regarded as a recommendation to buy, sell or hold securities and Identified Investors should take their own decisions in this regard. These ratings may be subject to revision or withdrawal at any time by the relevant rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in future. Each of the rating agencies has the right to suspend or withdraw its rating at any time on the basis of new information or otherwise. Details of guarantee / letter of comfort or any other document / letter with similar intent Not Applicable.

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Names of the recognized stock exchanges where the MLDs are proposed to be listed and the designated stock exchange

The MLDs are proposed to be listed on the WDM segment of BSE. For the purposes of this Issue, the designated stock exchange is BSE. Disclosures with regard to interest of directors, litigation etc.

Any financial or other material interest of the directors, Promoters or key managerial personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons

NIL.

Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against the Promoter of the Issuer during the last three years immediately preceding the year of the circulation of the Offer Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action

NIL. Remuneration of directors (during the current year and last three financial years) Please refer to Annexure I to this Offer Document.

Related party transactions entered during the last three financial years immediately preceding the year of the circulation of the Offer Document including with regard to loans made or, guarantees given or securities provided Please refer to Annexure L to this Offer Document. Summary of reservations or qualifications or adverse remarks of the auditors in the last five financial years immediately preceding the year of the circulation of the Offer Document and of their impact on the financial statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the Issuer for each of the said reservations or qualifications or adverse remark

NIL.

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous company law in the last three years immediately preceding the year of circulation of the Offer Document in the case of the Issuer and all of its subsidiaries. Further, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Offer Document and if so, section-wise details thereof for the Issuer and all of its subsidiaries

NIL.

Details of acts of material frauds committed against the Issuer in the last three years, if any, and if so, the action taken by the Issuer

NIL.

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Other details

Debenture Redemption Reserve

No Debenture Redemption Reserve is being created for issue of MLDs in pursuance of this Offer Document. Creation of Debenture Redemption Reserve is not required for the proposed issue of MLDs. Rule 18 (7) of Companies (Share Capital and Debentures) Rules, 2014 states that NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997, need not create a Debenture Redemption Reserve in respect of privately placed debentures. Issue / Instrument Specific Regulations In accordance with the RBI IDF Directions, IDF–NBFCs are permitted to issue amongst others, Rupee denominated bonds. The MLDs being offered pursuant to this Offer Document are subject to the provisions of Applicable Laws, including the Companies Act 2013, the Debt Regulations, SEBI LODR Regulations, RBI IDF Directions, MLD Guidelines, RBI Private Placement Norms and the Memorandum and Articles of Association of the Issuer, the terms of this Offer Document, Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed. Further, the Issuer will comply with the guidelines prescribed under Rule 2F of the IT Rules in respect of the issue of MLDs. Documents to be submitted The Issuer shall file all the documents/disclosures prescribed under paragraph 1 of the “Disclosures” section of Schedule I to the Debt Regulations along with its listing application to the designated stock exchange. Further, the Issuer shall submit all the documents/disclosures prescribed under paragraph 2 of the “Disclosures” section of Schedule I to the Debt Regulations in electronic format to the Debenture Trustee at the time of allotment of the MLDs. Consent for creation of charge The Issuer does not require any consent and/or no objection certificate and/or any other document and/or action from its existing lenders and/or creditors for creation of pari-passu charge over the security as described under ‘Issue Details’ section of this Offer Document. Further, the consent of the MLD Holders of this Issue is not required to be obtained for creation of any further charge and/or pari-passu mortgage on the assets/properties charged/mortgaged to the debenture trustees in respect of any future issue(s) of securities. Authority for Placement The Board has, pursuant to a resolution dated March 19, 2019, and the shareholders of the Company have, pursuant to a resolution dated April 3, 2019, authorized issuances of non-convertible debentures / bonds aggregating up to Rs. 7,000 Crores, in one or more tranches, for the financial year 2019-20. This private placement of MLDs is being made pursuant to the resolution of the Committee of Directors dated January 17, 2020 and subsequent Letter of Approval dated January 31, 2020. This Issue is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013 at the meeting of the shareholders of the Company held on April 3, 2019. The aforesaid Board/ Committee resolutions and/or letter of approval are enclosed as Annexure J to this Offer Document. The relevant shareholders’ resolution(s) is/are enclosed as Annexure J to this Offer Document. Underwriting The present Issue of MLDs is on a private placement basis and has not been underwritten. Status of MLDs The MLDs shall rank pari-passu in relation to their rights and benefits without any preference or privilege amongst themselves. Subject to any obligations preferred by mandatory provisions of law prevailing from

36

time to time, the MLDs shall also, as regards the principal amount of the MLDs, redemption premium, default interest (if applicable), and all other monies in respect of the MLDs, rank pari-passu with all other present and future holders of MLDs issued by the Company in the same class. The MLDs shall constitute direct, secured, senior and general obligations of the Company and will, save for such exceptions as may be provided by applicable legislation, regulation or judicial order, rank pari-passu with all other secured and senior indebtedness of the Company. Face Value The face value of the MLDs has been set at Rs. 10,00,000. Indicative returns Indicative returns mentioned in the Offer Document in percentage terms have been shown on an annualized basis. Valuation The latest and historical valuation of the MLDs shall be made available on the website of the Issuer and that of the Valuation Agency. The basis of the valuation along with the report of the Valuation Agency shall be provided to the Identified Investor and the Stock Exchange during submission of the final listing and trading approval. An extract of the valuation report provided by the Valuation Agency is enclosed as Annexure F to the Offer Document. MLDs in Dematerialized Form The Company has finalized depository arrangements with NSDL and CDSL for dematerialization of the MLDs. Identified Investor will have to necessarily hold the MLDs in dematerialized form and deal with the same in accordance with the provisions of the Depositories Act. The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these MLDs held in dematerialized form. The seller should give delivery instructions to their DP containing details of the buyer’s DP account. Since Allotment of the MLDs will be in dematerialized form, each applicant must have at least one beneficiary account with any DP of NSDL or CDSL, prior to making an application. The applicant must mention its DP’s name, DP-ID and beneficiary account number/client ID in the appropriate place in the Application Form.

The names in the Application Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details with the Depository. The address, nomination details and other details of the applicant as registered with the DP shall be used for all correspondences with the applicant. The applicant is, therefore, responsible for the correctness of the demographic details given in the Application Form vis-à-vis those given to the DP. If the information given is incorrect, the Company will not be liable for losses, if any. Default interest (if applicable) or other benefits with respect to the MLDs would be paid to those MLD Holders whose names appear on the list of Beneficial Owners given by the Depositories to the Company as on a Record Date. The Company would keep in abeyance the payment of default interest (if applicable) or other benefits, till such time that the Beneficial Owner is identified by the Depository and informed to the Company where upon the default interest/benefits (if applicable) will be paid to the beneficiaries within a period of 30 (thirty) days. For the avoidance of doubt, it is hereby clarified that the Default Interest shall only be payable for the Default Period.

Letter of Allotment

MLDs shall be issued to Identified Investors pursuant to a Letter of Allotment. Allotment shall be made on a dematerialized basis. The Company shall credit the allotted MLDs to the respective beneficiary accounts within two working days from the Deemed Date of Allotment.

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Interest on Application Money Not applicable. Deemed Date of Allotment

All benefits under the MLDs, will be available to the Identified Investors from the Deemed Date of Allotment. Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) Business Days from the Deemed Date of Allotment. In case the Company has received moneys from applicants for MLDs in excess of the aggregate of the application moneys relating to the MLDs in respect of which allotments have been made, the Company shall repay the moneys to the extent of such excess. Furthermore, in the event of withdrawal of the Issue, or failure to obtain the final listing and trading approvals from the Stock Exchange, refund orders will be dispatched to the applicants within 7 (seven) days from such withdrawal or refusal by the Stock Exchange. Procedure for Redemption

Each MLD shall be redeemable as specified in the relevant Transaction Document. The MLDs will not carry any obligation, for redemption premium, default interest (if applicable) or otherwise, after the date of redemption in case the MLDs have been settled in full. The MLDs held in dematerialized form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered MLD Holders whose name appear in the Register of Debenture holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the MLD Holders. On such payment being made, the Company will inform the Depositories and accordingly the account of the MLD Holders with the relevant Depository will be adjusted. The redemption proceeds shall be directly credited through NECS, RTGS or NEFT and, where such facilities are not available, the Company shall make payment of all such amounts by way of cheque / demand draft. The cheque / demand draft for redemption proceeds, will be dispatched by courier or hand delivery or registered post at the address provided in the Application/at the address as notified by the MLD Holders or at the address with the Depositories' record. Once the redemption proceeds have been credited to the account of the MLD Holders or the cheque / demand draft for redemption proceeds is dispatched to the MLD Holders at the addresses provided or available from the Depositories’ record, the Company’s liability to redeem the MLDs on the date of redemption shall stand extinguished and the Company will not be liable to pay any default interest (if applicable), income or compensation of any kind from the date of redemption of the MLD(s). Also, in case the redemption falls on a holiday, the payment will be made on the previous working day.

Conditions for Premature Redemption N.A. Tenor The tenor of the MLDs shall be as specified in the section on “Issue Details” in this Offer Document. Purpose and object of the Issue The purpose and object of the Issue shall be as specified in the section on “Issue Details” in this Offer Document. Contribution being made by the Promoters or Directors either as part of the offer or separately in furtherance of such objects NIL.

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Principal terms of assets charged as security, if applicable The principal terms of the assets charged as security shall be specified in the relevant Transaction Document and the section on “Issue Details” in this Offer Document. The details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company and its future operations NIL.

Rights of MLD Holders

The MLD Holders will not be entitled to any rights and privileges of shareholders other than those available to them under statutory requirements. The MLDs issued under this Offer Document shall not confer upon the MLD Holders the right to receive notice, or to attend and vote at the general meetings of shareholders or MLDs issued other than pursuant to this Issue or of any other class of securities of the Company. Modification of Rights

The rights, privileges, terms and conditions attached to the MLDs may be varied, modified or abrogated with the consent, in writing, of those registered holders of the MLDs in the physical form/ Beneficial Owners of the MLDs in the dematerialised form who hold at least three fourths of the outstanding amount of MLDs or with the sanction accorded pursuant to a resolution passed at a meeting of the MLD Holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the MLDs, if the same are not acceptable to the Company. Transfer The MLDs shall be freely transferable, provided however, the MLDs shall not be transferrable to any investor which is not an eligible investor under the Applicable Law. Future Borrowings The Company shall be entitled to make further issuances of non-convertible MLDs/bonds and/or raise term loans or raise further funds from time to time from any persons/Banks/Financial Institutions or Bodies Corporate or any other agency without any restrictions for both secured and unsecured debt.

Notices

All notices to the MLD Holders required to be given by the Company or the Debenture Trustee shall have, and shall be deemed to have, been given if sent by ordinary post or by e-mail to the original sole / first allottees of the MLD(s) or if notification and mandate has been received by the Company, pursuant to the provisions contained herein above, to the sole/first transferees. All notices to be given by the MLD Holders shall be sent by registered post/courier or by e-mail(s) or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time. Tax The following is a summary of certain Indian tax considerations applicable to an investment in the listed MLDs. No assurance can be given that courts or other authorities responsible for the administration of tax laws will agree with this interpretation, or that changes in such laws or practice will not occur. This summary does not constitute legal or tax advice and is based on the taxation law and practice in force at the date of this Offer Document. Identified Investors should consult their own advisors on the tax implications of their acquiring, holding or disposing of the MLDs under the laws of any jurisdictions in which they are or may be liable to tax. All tax rates in this section are exclusive of applicable surcharge and health and education cess.

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I. Income-tax

The following synopsis is based on the law and practice of the Income-tax Act, 1961 (‘the IT Act’), the Income-tax Rules, 1962 (‘the Rules’) and various Circulars and Notifications issued there under from time to time. The Act is amended every year by the Finance Act of the relevant year and this summary reflects changes to the date. The tax rates specified below are for the Financial Year (‘FY’) 2019-20 (Assessment Year 2020-21) as prescribed under the current provisions of the Act. This section provides only a summary of the taxation issues and is not a comprehensive disclosure. This does not constitute any legal advice and investors are advised to consult their tax advisors to determine the income-tax liability arising to them on the income arising to them on the MLDs. A. Residents

Where the MLDs are transferred before the end of the Tenor of the MLDs, the difference between the Sale price and the cost of acquisition of the MLDs should be taxable as Capital Gains or as Business Income1. Capital gains on sale of MLDs can be short term capital gains (where the listed MLDs are held for 12 months or less prior to their transfer) or Long-term capital gains (where the listed MLDs are held for more than 12 months prior to their transfer). For the purpose of computing Capital Gains, the period of holding will be reckoned from the date of purchase / allotment of the MLDs.

1. Short term capital gains arising to resident MLD Holders will be liable to income-tax at the normal tax rates applicable to them. Long term capital gains will be liable to tax at 10 percent (plus applicable surcharge and health and education cess) in the hands of the residents. In case of residents, the tax authorities may take a contrary view and seek to tax long term capital gains arising on MLDs at the rate of 20 percent (plus applicable surcharge and health and education cess). No indexation will be available to the MLD Holders. If the income from sale or redemption of the MLDs is considered to be Business Income, such Business Income will be liable to tax at the normal rates applicable to the resident MLD Holders.

2. Further, residents MLD Holders should independently evaluate implications arising to them in the context of capital gains and business income.

B. FPIs 1. SEBI notified the SEBI (Foreign Portfolio Investors) Regulations, 2014 (‘FPI Regulations’) providing for

a class of foreign investors, viz. Foreign Portfolio Investors (‘FPIs’), replacing the SEBI (Foreign Institutional Investors) Regulations, 1995, which governed the activities of FII and sub-accounts and the QFI regime implementing portfolio investments in India.

2. Further, the Central Board of Direct Taxes has issued a notification no 9/2014 dated January 22, 2014, specifying that all FPIs that are registered under the FPI Regulations will be considered as FII for Indian tax purposes. Accordingly, all FPIs would be eligible for the concessional basis of taxation as provided under section 115AD of the IT Act that is currently afforded to FIIs and sub-accounts in India.

3. As per the provisions of section 2(14) read with section 115AD of the IT Act, any securities held by an

FPI are to be treated as capital assets. Any gains arising to FPIs from transfer of securities should be characterized as Capital Gains.

1 The income arising on MLDs can be classified as income from other sources / capital gains or business income basis whether these assets are held as trading assets or investment assets. To arrive at the determination whether MLD are held as investment assets or business assets, there are several factors which need to be considered, including whether they are held as investments or inventory / stock-in-trade in the financial statements. The investors are advised to seek views of their tax consultants.

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Capital gains on sale of MLDs can be short term capital gains (where the listed MLDs are held for 12 months or less prior to their transfer) or Long-term capital gains (where the listed MLDs are held for more than 12 months prior to their transfer). For the purpose of computing Capital Gains, the period of holding will be reckoned from the date of purchase / allotment of the MLDs.

Short term capital gains are liable to tax at 30 percent (plus applicable surcharge and health and education cess). Long term capital gains are liable to tax at 10 percent (plus applicable surcharge and health and education cess). Further, FPIs are not entitled to the first and second provisos to section 48 of the IT Act which provide relief on account of exchange rate fluctuations and indexation benefits.

The rates discussed above are subject to relief under any tax treaty applicable to an FPI.

Per section 196 D (2) of the IT Act, the payer will not be required to deduct tax at source from capital gains arising to FPIs.

4. The return as redemption premium payable on the MLDs, where such MLDs are held till maturity could be taxable as ‘Capital Gains’.

However, where the MLDs are held until maturity by the FPI, the difference between the redemption amount and the cost of acquisition may be treated as interest income in the hands of the FPI by the tax authorities. Such interest income should be liable to tax at the rate of 5 percent (plus applicable surcharge and health and education cess) as per the provisions of section 115A of the IT Act.

Further, as per the provisions of section 194LB, tax should be deductible at a concessional rate of 5 percent in case of any payment in the nature of interest by an infrastructure debt fund to a non-resident.

5. FPIs should independently evaluate implications arising to them under the applicable tax treaty in the context of capital gains.

C. NRIs 1. A non-resident Indian has an option to be governed by Chapter XII-A of the IT Act, subject to the

provisions contained therein which are given in brief as under:

(i) Under section 115E of the IT Act, long term capital gains on transfer of such MLDs will be taxable at 10 percent (plus applicable surcharge and health and education cess) of such capital gains without indexation of cost of acquisition. Short-term capital gains will be taxable at the normal rates of tax in accordance with and subject to the provisions contained therein.

(ii) Under section 115G of the IT Act, it shall not be necessary for a non-resident Indian to file a return of income under section 139(1) of the IT Act, if his total income consists only of investment income as defined under section 115C and / or long term capital gains earned on transfer of such investment acquired out of convertible foreign exchange, and the tax has been deducted at source from such income under the provisions of Chapter XVII-B of the IT Act in accordance with and subject to the provisions contained therein.

2. In accordance with and subject to the provisions of section 115I of the IT Act, a Non-Resident Indian

may opt not to be governed by the provisions of Chapter XII-A of the IT Act by filing his return of income for the year and offering the income to tax under other provisions of the Act. In that case,

(i) Capital gains on sale of MLDs can be short term capital gains (where the MLDs are held for 12 months or less prior to their transfer) or Long-term capital gains (where the MLDs are held for more than 12 months prior to their transfer). For the purpose of computing Capital Gains, the period of holding will be reckoned from the date of purchase / allotment of the MLDs. Long term capital gains on transfer of listed MLDs would be subject to tax at the rate of 10 percent (plus applicable surcharge and health and education cess) computed without indexation. Short-term capital gains on the transfer of listed MLDs should be taxed at the normal rates of tax in accordance with and subject to the provisions of the IT Act

41

(ii) However, the possibility of the tax authorities taking a contrary view and treating the redemption premium as interest income in the hands of the MLD Holders cannot be ruled out. In case the tax authorities seek to treat the income on redemption of MLDs as interest income, such interest income should be liable to tax at the rate of 5 percent (plus applicable surcharge and health and education cess) as per section 115A of the IT Act.

(iii) Where, MLDs are held as stock in trade, the income on transfer of MLDs would be taxed as business income or loss in accordance with and subject to the provisions of the IT Act.

3. The rates discussed above are subject to relief under any tax treaty applicable to an NRI. The Issuer may take the provisions of such tax treaty into consideration while deducting tax at source from such income provided that the NRI furnishes a copy of its PAN, tax residence certificate and any other documents / information that may be prescribed by the GoI in this respect. Where the NRI does not furnish a PAN, the Issuer may take the provisions of such tax treaty into consideration while deducting tax at source provided that the NRI furnishes (i) name, e-mail id, contact number;

(ii) address in the country or specified territory outside India of which the deductee is a resident;

(iii) a certificate of his being resident in any country or specified territory outside India from the Government of that country or specified territory if the law of that country or specified territory provides for issuance of such certificate;

(iv) Tax Identification Number of the deductee in the country or specified territory of his residence and in case no such number is available, then a unique number on the basis of which the deductee is identified by the Government of that country or the specified territory of which he claims to be a resident.

NRI should independently evaluate implications arising to them under the applicable tax treaty in the context of capital gains and business income.

D. Other non-residents including foreign companies 1. Where the MLDs are transferred before the end of the Tenor of the MLDs the difference between the

Sale price and the cost of acquisition of the MLDs should be taxable as Capital Gains or as Business Income2. Capital gains on sale of MLDs can be short term capital gains (where the MLDs are held for 12 months or less prior to their transfer) or Long term capital gains (where the MLDs are held for more than 12 months prior to their transfer). For the purpose of computing Capital Gains, the period of holding will be reckoned from the date of purchase / allotment of the MLDs. For the purpose of computing Capital Gains, the period of holding will be reckoned from the date of purchase / allotment of the MLDs. Short term capital gains arising to MLD Holders will be liable to income-tax at the normal tax rates applicable to them. Long term capital gains will be liable to tax at 10 percent (plus applicable surcharge and health and education cess) No indexation will be available to the MLD Holders.

2. The return as redemption premium payable on the MLDs, where such MLDs are held till maturity,will be taxable as ‘Capital Gains’ or as Business Income3.

2 The income arising on MLDs can be classified as income from other sources / capital gains or business income basis whether these assets are held as trading assets or investment assets. To arrive at the determination whether MLD are held as investment assets or business assets, there are several factors which need to be considered, including whether they are held as investments or inventory / stock-in-trade in the financial statements. The investors are advised to seek views of their tax consultants.

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However, the possibility of the tax authorities taking a contrary view and treating the redemption premium as interest income in the hands of the MLD Holders cannot be ruled out. Such interest in case of non-residents including a foreign company would be taxable as per the provisions of section 115A of the IT Act which prescribes a rate of 5 percent (plus applicable surcharge and health and education cess).

3. As per the provisions of section 194LB, tax should be deductible at a concessional rate of 5 percent in case of any payment in the nature of interest by an infrastructure debt fund to a non-resident.

4. Non-resident MLD holders should independently evaluate implications arising to them under the

applicable tax treaty in the context of income arising from MLDs.

E. Other Eligible Institutions

All mutual funds registered under SEBI or set up by public sector banks or public financial institutions or authorised by the RBI are exempt from tax on all their income, including income from investment in MLDs under the provisions of Section 10(23D) of the IT Act subject to and in accordance with the provisions contained therein. Further, in accordance with the provisions of section 196 of the IT Act, no deduction of tax shall be made by any person from any sums payable to mutual funds specified under Section 10(23D) of the IT Act, where such sum is payable to it by way of interest or dividend in respect of any securities or shares owned by it or in which it has full beneficial interest, or any other income accruing or arising to it.

II. Tax implications on interest on application money

The Issuer will be required to deduct applicable tax at source on interest payments on application money. The concessional tax rate of 5 percent applicable on interest on MLDs issued by IDF-NBFC under Section 194LB will not be available.

Right of the Company The Company may, at its discretion and in accordance with Applicable Law, at any time purchase MLDs at discount, at par or at premium in the open market. Such MLDs may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by Applicable Law.

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Information relating to terms of Issue Who Can Apply

Only the persons who are specifically addressed through a communication by, or on behalf of, the Company directly are eligible to apply for the MLDs. An application made by any other person will be deemed as an invalid application and rejected. Retail investors are not eligible to apply for the MLDs. Hosting of this Offer Document on the websites of BSE should not be construed as an offer or an invitation to offer to the Indian public or any section thereof as it has been hosted only as it is required by SEBI. This Offer Document and its contents should not be construed to be a prospectus under the Companies Act, 2013. Generally, the following investors are eligible to apply:

(i) scheduled commercial banks;

(ii) financial institutions which are companies;

(iii) asset management companies;

(iv) insurance companies;

(v) mutual funds;

(vi) companies or body corporates authorized to invest in MLDs; and

(vii) any other investor(s), other than a retail investor, authorised to invest in these MLDs, subject to the

compliance with the relevant regulations/guidelines applicable to them for investing in the MLDs

(collectively, the “Eligible Investors”).

Each Identified Investor should assure itself of its eligibility to apply for the MLDs before making

any investment in the Issue.

Applications by AIFs (eligible to invest in this Issue in accordance with the AIF Regulations) and Mutual Funds Each application must be accompanied by certified true copies of (i) SEBI registration certificate and trust deed; (ii) resolution authorizing investment and containing operating instructions; and (iii) specimen signatures of authorized signatories.

Applications by Scheduled Commercial Banks, State Industrial Development Corporations and Public Financial Institutions

Each application must be accompanied by certified true copies of (i) the board resolution authorising investment or letter of authorization or power of attorney; and (ii) specimen signatures of authorised signatories.

Applications by Provident Funds, Pension Funds, Superannuation Funds, Gratuity Funds and Insurance Funds

The application must be accompanied by certified true copies of (i) trust deed/bye-laws/ regulations; (ii) resolution authorising investment; and (iii) specimen signatures of authorised signatories. Applications by Insurance Companies The applications must be accompanied by certified copies of (i) memorandum and articles of association; (ii) power of attorney; (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorised signatories. Please note that the Company has received an approval bearing reference no. IRDA/F&I/CIR/INV/00801/2014 dated January 7, 2014 and INV/LTI/LR/001/2015-16 dated April 13, 2015 approving the classification of investment in the MLDs by insurance companies as investment in the infrastructure sector.

44

Applications by Companies The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitutional documents / bye-laws; (ii) resolution authorizing investment and containing operating instructions; and (iii) specimen signatures of authorised signatories. Application by FPIs The applications should be accompanied by certified true copies of (i) PAN card; (ii) constitutional documents; (iii) resolution authorizing investment and containing operating instructions. Applications under Power of Attorney/ Relevant Authority In case of an application made under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws must be attached to the Application Form at the time of making the application, failing which, the Company reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all authorised signatories must also be lodged along with the submission of the completed application. Further modifications/ additions to the power of attorney or authority should be notified to the Company at its registered office. Trading in MLDs Upon receipt of the final listing and trading approvals of BSE, the MLDs shall be listed on the WDM segments of BSE. The MLDs shall be freely tradable on the floors of BSE and any person who is permitted to trade in debt securities on the floor of a recognized stock exchange in accordance with Applicable Law shall be eligible to trade in the MLDs on the floors of BSE. Trading in the MLDs on the floors of BSE shall be subject to and will be required to be undertaken in accordance with Applicable Law and the rules, regulations and bye laws of BSE.

Each Identified Investor by subscribing to, and any subsequent purchaser by purchasing, the MLDs shall be deemed to have represented and covenanted that, and the Company shall be entitled to presume that, each of the Identified Investors and any subsequent purchaser of the MLDs: 1. has (A) sufficient knowledge, experience and expertise to invest in the MLDs; (B) not relied on either

the Company or any of its affiliates, associates, holding or group entities or any person acting in its or their behalf (“Agents”) for any information (other than the Offer Document and the Transaction Documents), advice or recommendations of any sort; (C) understood that information contained in this Offer Document or any other document issued by the Company in connection with the Issue is not to be construed as business or investment advice; and (D) made an independent evaluation and judgment of all risks and merits before investing in the MLDs;

2. has reviewed the terms and conditions of the MLDs, as contained in this Offer Document, and has understood the same, and, on an independent assessment thereof, has found the same to be acceptable for the investment made and has understood the risks, and determined that the MLDs are a suitable investment and that the MLD Holders can bear the risk of loss of the principal outstanding, redemption premium, default interest (if applicable) or any other amounts payable in connection with the MLDs;

3. has obtained such independent and appropriate financial, tax, accounting and legal advice as required and/or deemed necessary to enable it to independently evaluate, assess and understand the appropriateness, merits and risks associated with investing in the MLDs, and also as to its legal competency and ability (including under Applicable Laws and regulations), to invest in and/or hold (including as to the duration of holding) the MLDs;

4. undertakes that, if it sells the MLDs to subsequent investors, it shall ensure, and it is its obligation to ensure that, (A) the subsequent investors receive this Offer Document and any other related document, and (B) the sale to subsequent investors will be effected by it only to such investors who confirm the receipt of all of (A) above; and

45

5. confirms that all necessary corporate or other necessary action has been taken to authorize it to, and that it has the ability and authority to, invest in the MLDs, and that the investment in the MLDs does not contravene any provisions of its constitutional documents, or any law, regulation or contractual restriction or obligation or undertaking binding on, or affecting, it or its assets.

In addition to the representations and covenants set forth above, the Identified Investor by subscribing to the MLDs shall be deemed to have represented and covenanted that, and the Company shall be entitled to presume that, each of the initial Identified Investors, is a person eligible to invest in the MLDs as set forth in the paragraph on ‘Who Can Apply’ in this Offer Document. How to Apply

All applications for MLD(s) must be in the prescribed Application Form and be completed in block letters in English. Applications should be for a minimum of 10 (ten) MLDs and in multiple(s) of 1 (one) MLD thereafter. Application Forms accompanied by cash, demand drafts, cheques, money orders or postal orders are liable to be rejected. The Company will not be responsible in any manner for any applications, cash, demand drafts, cheques, money orders or postal orders lost in mail. Payments towards application money may be made by only by way of NECS, RTGS or NEFT by the participant in the following account or in favour of the Company in such account as may be separately advised by the Company to the applicants in writing (“Designated Account”).

Bank Name Axis Bank

Branch Name Fort, Mumbai

Account Name L&T Infra Debt Fund Limited

Account Number 914020019977768

IFSC Code UTIB0000004

MICR Code 400211002

Address Universal Insurance Building, Ground Floor, Sir P.M. Road, Fort, Mumbai – 400001

Mode NECS/NEFT/RTGS

Right to Re-purchase and Re-issue the MLDs The Company will have power, exercisable at its sole and absolute discretion from time to time to repurchase a part or all of its MLDs from the secondary markets or otherwise at any time prior to the date of maturity in accordance with the prevailing guidelines or regulations of Reserve Bank of India and other Government authorities. In the event of a part or all of its MLDs being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the MLDs either by reissuing the same MLDs or by issuing other MLDs in their place. Further the Company, in respect of such repurchased or redeemed MLDs shall have the power, exercisable either for a part or all of those MLDs, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by Applicable Law.

46

Issue Details

Sr. No. Heading Details

1. Issuer/Company L&T Infra Debt Fund Limited

2. Security Name Rated, listed, redeemable, principal protected, senior

secured, non-convertible market linked debentures

(“MLDs”)

[Series “D” of FY 2019-20]

3. Type of Instrument Rated, listed, redeemable, principal protected, senior secured, non-convertible market linked debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakh). [Series “D” of FY 2019-20] The MLDs shall constitute direct, secured, senior and

general obligations of the Issuer and will, save for such

exceptions as may be provided by applicable legislation,

regulation or judicial order, rank pari-passu with all other

secured and senior indebtedness of the Issuer.

4. Nature of Instrument Secured

5. Seniority Senior

6. Principal Protection Principal is protected at redemption

7. Mode of Issue Private placement

8. Rating of the Instrument “CRISIL PP-MLD AAA” by CRISIL and “ICRA PP-MLD

AAA” by ICRA

9. Listing (including name of

stock exchange(s) where it

will be listed and timeline

for listing)

The MLDs to be issued under this private placement offer are proposed to be listed on the Wholesale Debt Market (“WDM”) segment of Bombay Stock Exchange Limited (“BSE”)/any other stock exchange. Application for listing of the MLDs to be issued under the Offer Document, on the WDM segment of BSE, shall be made within 15 days of the Deemed Date of Allotment. In case of delay in listing of the MLDs beyond 20 days from

the Deemed Date of Allotment, the Issuer will pay penal

interest of 1% p.a. from the expiry of 30 days from the

Deemed Date of Allotment until the listing of such MLDs to

the Identified Investor.

10. Eligible Investors As defined in the Offer Document

11. Identified Investors All such Eligible Investors who have been identified by the

Board of Directors of the Issuer pursuant to the resolution

passed by the Board/Committee/letter of approval dated 31

January 2020 and shall not include retail investors1

12. Base Issue (amount) Rs. 30 Crores (Rupees Thirty Crores)

13. Option to retain

oversubscription (amount)

Rs. 30 Crores (Rupees Thirty Crores)

14. Total Issue Size (including

the option to retain

oversubscription) (amount)

Rs. 60 Crores (Rupees Sixty Crores)

15. Objects of the issue Long term augmentation of funds

47

16. Details of the utilization of

the proceeds

The proceeds of the issue would be utilized for refinancing

eligible assets and general business purposes of the Issuer

in compliance with regulatory guidelines.

17. Tenor 5 years 1 month (1855 Days) from the Deemed Date of

Allotment

18. Issue Timing 1. Issue Opening Date

2. Issue Closing Date

3. Pay- in Date

4. Deemed Date of

Allotment

Friday, January 31, 2020




19. Issue Price Rs 10,00,000/- (Rupees Ten Lakh) per MLD

20. Face Value / Principal Rs 10,00,000/- (Rupees Ten Lakh) per MLD

21. Minimum Subscription Rs. 1,00,00,000 (Rupees One Crore - 10 MLDs) each and

in multiple of Rs. 10,00,000 (Rupees Ten Lakh - 1 MLD)

thereafter

22. Minimum amount of ticket

size

Rs. 1 Crore

23. Underlying / Reference

Index

10 year Government security - IGB 6.45 10/07/2029 having

issue date October 07, 2019

(ISIN- IN0020190362)

24. Day Count Basis Actual/Actual

25. Initial Fixing Date Wednesday, January 29, 2020

26. Initial Fixing Level Last Traded Price (LTP) of Reference Index as on Initial Fixing Date

27. Final Fixing Date Monday, December 31, 2024

28. Final Fixing Level Last Traded Price (LTP) of Reference Index as on Final Fixing Date

29. Last Traded Price (“LTP”) Pricing source shall be Reserve Bank of India. In case no LTP is available on Final Fixing Date then, LTP on previous business day will be considered, if such business day is not more than 14 days before the Final Fixing Date. In the absence of LTP of the Reference Index as per above guideline, one of the following government securities’ LTP may be used (in order of priority) instead of LTP of Reference Index, for both Initial Fixing Date and Final Fixing Date:

1. IGB 6.79 12/26/2029 (ISIN: IN0020160118) 2. IGB 7.88 3/19/2030 (ISIN: IN0020150028) 3. IGB 7.59 3/20/2029 (ISIN: IN0020150069) 4. IGB 7.61 5/9/2030 (ISIN: IN0020160019)

All these government securities have residual tenor and credit risk similar to that of the Reference Index.

30. Maturity Date Friday, February 28, 2025

31. Redemption Date “Redemption Date” will mean either (i) Maturity Date if there is no Event of Default or, (ii) If there is an Event of Default, the date on which all dues

48

outstanding are received by the MLD holder

32. Internal Rate of Return 8.17% per annum

33. Redemption Amount 1. If there is no Event of Default, the Redemption Amount

will be in accordance with the following table, and paid

on the Maturity Date:

2. Upon the occurrence of an Event of Default prior to the

Maturity Date, the Redemption Amount shall be

calculated in the following manner:

Redemption Amount = Face Value * (1 + Internal Rate of Return)^(Number of Days / 365) “Number of Days” means the total number of days between the Deemed Date of Allotment and the Redemption Date, inclusive of the Redemption Date but not the Deemed Date of Allotment;

3. Upon the occurrence of an Event of Default due to

failure to pay all outstanding dues on the Maturity Date,

the Redemption Amount shall be in accordance with the

following table:

Scenario (No Event of Default) Redemption Amount

If Final Fixing Level >= 25% of the Initial Fixing level

14,90,519.00

If Final Fixing Level < 25% of the Initial Fixing level

10,00,000.00

Scenario (on Event of Default) Redemption Amount

If Final Fixing Level >= 25% of the Initial Fixing level

Face Value * (1 + Internal Rate of Return)^(Number of Days / 365)

If Final Fixing Level < 25% of the Initial Fixing level

10,00,000.00

34. Redemption Premium Redemption Premium = Redemption Amount less Face

Value

35. Discount at which security

is issued and the effective

yield as a result of such

discount

None

36. Risk Factors associated

with the MLDs

The principal amount is subject to the credit risk of the

issuer whereby the Identified Investor may or may not

recover all or part of the funds in case of default by the

49

Issuer.

Details on Risk Factors are disclosed in the Offer

Document.

37. Pricing Method of Allotment

Uniform pricing

38. Issuance mode of the

Instrument

Demat only (for private placement)

39. Trading mode of the

Instrument

Demat only (for private placement)

40. Depository NSDL & CDSL

41. Settlement Method Through clearing corporation of stock exchange

42. Settlement mode of the

instrument

Payment will be made by way of direct credit through

Electronic Clearing Service (ECS), Real Time Gross

Settlement (RTGS) or National Electronic Funds Transfer

(NEFT)

43. Business Day Convention Should any of the dates defined above or elsewhere in the

Offer Document, except the Deemed Date of Allotment and

the Redemption Date, fall on a Saturday, Sunday or a

Public Holiday in Mumbai, the next business day shall be

considered as the effective date. In case the Redemption

Date or the Deemed Date of Allotment falls on a Saturday,

Sunday or a Public Holiday in Mumbai, the previous

business day shall be considered as the Redemption Date

and the Deemed Date of Allotment as the case maybe.

44. Record Date 15 calendar days prior to the Redemption Date

45. Security (where

applicable) (Including

description, type of

charge, likely date of

creation of security,

minimum security cover,

replacement of security).

Secured by:

(a) An exclusive and first ranking charge by way of

hypothecation over identified fixed deposits of the

Issuer and/or an exclusive and first ranking floating

charge by way of hypothecation on identified standard

receivables (“Hypothecated Assets”) of the Issuer, to

the extent that the principal amount (or amount in case

of fixed deposits) of such Hypothecated Assets is

equivalent to the 1.00 times of the principal amount

outstanding under the MLDs (as also detailed under

clause number 46 in respect of the Security Cover).

The Issuer shall be entitled to, from time to time, modify

or substitute the charged assets including substituting

the identified fixed deposits charged in favour of the

Debenture Trustee with any other standard receivables

of the Issuer subject to maintaining the Security Cover.

Consequently, the Debenture Trustee shall be

obligated to release such fixed deposits subject to

50

maintaining the Security Cover.

The Issuer shall notify the Debenture Trustee from time

to time of the details and aggregate amounts of the

Hypothecated Assets under a portfolio certificate/stock

statement.

In reference to the floating charge created on the

Hypothecated Assets (where applicable), an Event of

Default and, which has not been cured and upon notice

from the Debenture Trustee, the Issuer shall provide

the list of identified specific standard receivables to the

extent of Security Cover and charge under this

provision shall be converted into a fixed charge.

(b) Leasehold rights in all that piece and parcel of the

land measuring 8.38 Acres, bearing Survey No. 65, in

village No. 66, Manapakkam village, Now Alandur

Taluk, Old Sriperumbudu Taluk, Chennai District, Old

Kancheepuram District and The office space lease

area 30 sq. ft., situated in the 2nd Floor, TCTC Building

at P.B.No. 979, Mount Poonamallee Road,

Manapakkam, Chennai 600 089.

Bounded on the:

North by: Mount Poonamallee High Road

East by: Land belonging to W.S. Seetharaman

South by: Nalla from West to East 24 links

West by: Land belonging to Messers

situated within District of Chennai, together with all

buildings, erections and conditions of every description

which now are or shall at any time hereafter during the

continuance of the security hereby created and

standing or attached to the aforesaid properties or any

part thereof.

Situated within Sub Registration District

of Manapakkam village, Chennai, Tamil Nadu.

Lying within the jurisdiction of Chennai south

Registration District and Joint I Chennai south Sub

Registration District.

A trust deed for securing the issue of debt securities

shall be executed by the Issuer in favour of the

Debenture Trustee within the timelines set out under

Applicable Law.

http://p.b.no/

51

The Issuer, if fails to execute the Debenture Trust cum

Hypothecation Deed within the period specified above,

without prejudice to any liability arising on account of

violation of the provisions of the Companies Act and

the Debt Regulations, the Issuer shall also pay the

Default Interest Rate as defined in clause number 51

until the execution of the Debenture Trust cum

Hypothecation Deed.

46. Security Cover 1.00 time of the aggregate Principal outstanding on all the

MLDs; provided that such security cover shall be calculated

only in relation to the Security mentioned in clause number

45 (a) hereinabove and the mortgaged security referred to

in clause number 45 (b) above shall be excluded for this

purpose.

47. Transaction Documents a) Debenture Trustee Agreement;

b) Debenture Trust cum Hypothecation Deed to be

executed in accordance with the timeline specified

under Applicable Law;

c) Deed of Simple Mortgage; and

d) Any other document designated as the Transaction

Document by the Debenture Trustee.

48. Condition Precedent to


a) Special resolution of shareholders dated 3 April 2019 under Section 180 (1)(a) and 180(1)(c) of Companies Act.

b) Board resolution dated 19 March 2019 under Section 179 of Companies Act.

c) Special resolution of the shareholders dated 3 April 2019 of the Issuer under Section 42 and 71 of Companies Act and Rule 14 (2) of PAS Rules approving the private placement of the MLDs.

d) Letter of Approval approving the allocation of MLD’s on a private placement basis.

e) Filing of Form MGT-14 with the RoC for shareholders and board resolution.

f) Credit rating letter (not more than 30 days old from the Issue Opening Date) with the credit rating bearing the prefix ‘PP-MLD’ followed by the standardized rating symbols prescribed by the SEBI and rating rationale.

g) Arrangement letter from Valuation Agency confirming its appointment as valuer for weekly valuation of MLD’s.

h) Valuation report by the Valuation Agency. i) Disclosure on Issuer’s website of the valuation report of

MLD’s. j) Executed stamped RTA appointment agreement. k) Executed stamped Debenture Trustee Agreement l) Executed duly stamped tripartite agreements entered by

Issuer with the RTA and respective Depositories. m) Separate bank account identified by the Issuer to deposit

the issue proceeds. n) Receipt of an ISIN Number from CDSL or NSDL in

relation to the issue of MLD’s in a dematerialized form.

52

49. Condition subsequent to


a) Application for listing of MLD’s to BSE. b) Filing of the corporate action form and Letter of

Allotment with NSDL and CDSL for credit of MLD’s within 2 business days from the Deemed Date of Allotment.

c) Listing of MLD’s on the wholesale debt market segment of the BSE within 20 days from the Deemed Date of Allotment.

d) Filing of a return of allotment of securities under Form PAS-3 under Section 42 of the Companies Act and Rule 14(6) of the PAS Rules with the RoC along with a list of the MLD Holders within 15 days of the Deemed Date of Allotment and with fee paid.

e) Update the Register of Debenture holders in Form MGT 2 to include the MLD’s Holders within 7 days from the Deemed Date of Allotment.

f) Maintaining record of private placement under Form PAS-5 as required under Rule 14(4) of the PAS Rules within 30 days from the issue of Form PAS-4.

g) Executed stamped Debenture Trust cum Hypothecation Deed and Deed of Simple Mortgage within the timeline specified under Applicable Law.

h) Registration of Deed of Simple Mortgage with the relevant sub-registrar of assurances under the Registration Act, 1908.

i) Filing completed Form No. CHG-9 with the relevant RoC.

j) Update register of charges of the Issuer in form CHG-7. k) Publishing of the value of MLD’s once in a calendar

week on the website of the Valuation Agency.

50. Events of Default As defined under the Debenture Trust cum Hypothecation

Deed and Deed of Simple Mortgage.

51. Default Interest Rate On occurrence of any Event of Default including default in

payment of Redemption Premium and/or Principal on the

Maturity Date and/or creation of security, additional interest

of 2% per annum over the Internal Rate of Return in

accordance with clause number 32 will be payable by the

Issuer for the Default Period only.

52. Default Period Means the period falling one day after due date for payment

as specified in the demand notice provided by the

Debenture Trustee to the Issuer under the Debenture Trust

cum Hypothecation Deed in respect of the relevant amount

(such demand notice to be delivered only after the relevant

Cure Period in respect of any Event of Default) until the

Redemption Date.

53. Cure Period “Cure Period” is the period of time provided in respect of

any Event of Default under the Debenture Trust cum

Hypothecation Deed to cure such Event of Default.

54. Debenture Trustee Catalyst Trusteeship Limited GDA House, First Floor, Plot No 85, S. No. 94 & 95, Bhusari Colony (Right),

53

Paud Road, Pune – 411 038. Tel: +91 20 2528 0081 Fax: +91 20 2528 0275 Email: [email protected] Website: www.catalysttrustee.com

55. Role and Responsibilities

of Debenture Trustee

The Debenture Trustee shall act as a trustee for the issue on behalf of the MLDs Holders and as mentioned in the Transaction Documents.

56. Valuation Agency CARE Ratings Ltd.

57. Valuation Agency Fees Fees paid to Valuation Agent by the Issuer shall be in the range of upto 0.02% p.a. on the Face Value of the outstanding MLDs.

58. Inconsistency/repugnance In the event of any inconsistency between this Offer Document and the Debenture Trust cum Hypothecation Deed and Deed of Simple Mortgage, the provisions of the Offer Document shall prevail.

59. Governing Law and Jurisdiction

The MLDs shall be governed by and will be construed in accordance with the Indian law. The Issuer, the MLDs and Issuer’s obligations under the MLDs shall, at all times, be subject to the directions of the RBI and the SEBI. The courts in Mumbai shall have exclusive jurisdiction with respect to matters relating to the MLDs.

60. Bidding Type Not Applicable (“NA”)

61. Allocation Method NA

62. EBP Platform NA

63. Coupon Rate NA. For the avoidance of doubt, the MLDs do not carry a coupon.

64. Step up/ step down coupon rate

NA

65. Coupon Payment Frequency

NA

66. Coupon Payment Dates NA

67. Coupon Type NA

68. Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc)

NA

69. Interest on Application Money

NA

70. Put Option Date NA

71. Put Option Price NA

72. Call Option Date NA

73. Call Option Price NA

74. Put Notification Time NA

75. Call Notification Time NA

76. Provisions related to cross default clause

NA

http://www.catalysttrustee.com/#_blank

54

Disclosure of cash flows Please refer to as enclosed in Annexure K.

Scenario Analysis Please refer to as enclosed in Annexure K.

Commissions

Disclosures relating to commissions by whatever name called, if any, paid by Issuer to distributors for selling/distribution of MLDs to Identified Investors: S. No. Name of the Distributor Amount of Commission

(in INR)

NIL NIL NIL

55

Disclosures Relating to Wilful Default

Name of Bank declaring entity to be wilful defaulter

Year in which entity is declared as wilful defaulter

Outstanding amount at the time of declaration

Name of entity declared as wilful defaulter

Steps taken for removal from list of wilful defaulters

Other disclosures

Any other disclosures

NIL NIL NIL NIL N.A. NIL NIL

56

DECLARATION

ANNEXURE A: APPLICATION FORM

[The remainder of this page is intentionally left blank]

APPLICATION FORM

L&T INFRA DEBT FUND LIMITED

SERIAL NO: __________________________ IDENTIFIED INVESTOR NAME: ________________

APPLICATION FORM

RATED, LISTED, REDEEMABLE, PRINCIPAL PROTECTED, SENIOR, SECURED, NON-

CONVERTIBLE, MARKET LINKED DEBENTURES Date of Application: [insert date of application] Name of the Investor: [insert name before printing] Dear Sirs, We have received, read, reviewed and understood all the contents, terms and conditions and disclosures in the Offer Document dated January 31, 2020 issued by L&T Infra Debt Fund Limited (the “Issuer”). We have also done all the required due diligence (legal or otherwise) without relying upon the information contained in the Offer Document. Now, therefore, we hereby agree to accept the MLDs mentioned hereunder or such smaller number as may be allocated to us, subject to the terms of the Offer Document and this Application Form. We undertake that we will sign all such other documents and do all such other acts, if any, necessary on our part to enable us to be registered as the holder(s) of the MLDs which may be allotted to us. The amount payable on application as shown below is remitted herewith. We have attached a filled in Part B of the Application Form and confirm that all the information provided therein is accurate, true and complete. The bank account details set out by us in Part B is the account from which we are making payment for subscribing to the Issue. We confirm that we are not retail investors and are eligible under Applicable Law to subscribe to these MLDs. We confirm that the Issue has a floating rate of interest. We note that the Issuer is entitled in its absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. Yours faithfully, For (Name of the Applicant) (Name and Signature of Authorized Signatory)

PART A OF THE APPLICATION FORM

The details of the application are as follows:

APPLICATION FORM FOR MLDS (CONT.) MLDS APPLIED FOR:

No. of MLDs (in figures and in words) Issue Price per MLD (Rs.) Amount (Rs.)

Total

Tax status of the Applicant (please tick one) 1. Non-Exempt 2. Exempt under: Self-declaration Under Statute Certificate from I.T. Authority Please furnish exemption certificate, if applicable.

We apply as (tick whichever is applicable)

i. Financial Institution / Non-Banking Finance Company ii. Insurance Company iii. Body Corporate iv. Commercial Bank/RRB/Co-op. Bank/UCB v. Company vi. Mutual Fund vii. Others: __________________________ PAYMENT PREFERENCE APPLICANT’S NAME IN FULL:

Tax payer’s PAN IT Circle/ Ward/ District

MAILING ADDRESS IN FULL (Do not repeat name) (Post Box No. alone is not sufficient)

Pin Tel Fax

CONTACT PERSON

RTGS NEFT

NAME DESIGNATION TEL. NO. FAX NO. Email

I / We, the undersigned, want delivery of the MLDs in Electronic Form. Details of my / our Beneficiary (Electronic) account are given below:

Depository Name NSDL CDSL

Depository Participant Name

DP ID

Beneficiary Account Number

Name of Applicant

We understand that in case of allocation of MLDs to us, our Beneficiary Account as mentioned above would get credited to the extent of allocated MLDs. (Applicants must ensure that the sequence of names as mentioned in the application form matches that of the Account held with the DP).

Name of the Authorized Signatory(ies)

Designation Signature

FOR OFFICE USE ONLY

No. of MLDs (in words and figures)

Date of receipt of application

Amount for MLDs (Rs.) (in words and figures)

RTGS / Fund Transfer UTR No. in case of RTGS/ A/c no in case of fund transfer

RTGS / fund transfer Date

DP ID No.

Client ID No.

..……………………………………………..……TEAR….…………………………………………………………….

PART B OF THE APPLICATION FORM

Identified Investor Details (To be filled by Identified Investor) SERIAL NO: __________________________ INVESTOR NAME: __________________________

(i) Name

(ii) Father’s Name (insert NA if non-individual subscribing)

(iii) Complete Address

including Flat/House Number, Street, Locality, Pin Code

(iv) Phone Number, if any

(v) Email id, if any

(vi) PAN Number

(vii) Bank Account Details

Name of Investor : _______________________________ Signature of Investor : _____________________________ Initial of the officer of the Company designated to keep the record.

Instructions to fill Application Form

1. Application must be completed in full BLOCK LETTER IN ENGLISH except in case of signature. Applications, which are not complete in every respect, are liable to be rejected.

2. Payments must be made by NECS, RTGS or NEFT, and in accordance the following details:

Bank Name Axis Bank

Branch Name Fort, Mumbai

Account Name L&T Infra Debt Fund Limited

Account Number 914020019977768

IFSC Code UTIB0000004

MICR Code 400211002

Address Universal Insurance Building, Ground Floor, Sir P.M. Road, Fort, Mumbai

– 400001

Mode NECS/NEFT/RTGS

3. The Application Form along with relevant documents should be forwarded to the registered office of L&T Infra Debt Fund Limited, to the attention of Ms. Apurva Rathod, Compliance Officer on the same day the application money is deposited in the Bank or with the clearing corporation. A copy of PAN Card must be attached to the application.

4. In the event of MLDs offered being over-subscribed, the same will be allotted in such manner and proportion as may be decided by the Issuer.

5. The MLDs shall be issued in Demat form only and subscribers may carefully fill in the details of Client ID/ DP ID.

6. In the case of application made under Power of Attorney or by limited companies, corporate bodies, registered societies, trusts etc., following documents (attested by company secretary or directors) must be lodged along with the application or sent directly to the Issuer at its registered office to the attention of Ms. Apurva Rathod, Compliance Officer along with a copy of the Application Form.

Memorandum and articles of association / documents governing constitution/ certificate of incorporation.

Board resolution of the investor authorising investment.

Certified true copy of the Power of Attorney.

Specimen signatures of the authorised signatories duly certified by an appropriate authority.

PAN (otherwise exemption certificate by IT authorities).

Specimen signatures of authorised persons.

SEBI registration certificate, if applicable.

7. Any person who:

a. Makes or abets making of an application in a fictitious name to the Company for acquiring, or subscribing for, for its securities; or

b. Makes or abets making of multiple applications to the 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 the Company to allot or register any transfer of securities to him or any other person in a fictitious name,

shall be punishable with imprisonment for a term which shall not be less than 6 months, but which may extend to 10 years and shall also be liable to fine which shall not be less than the amount involved which may extend to 3 times the amount involved.

8. The Identified Investor represents and confirms that it has understood the terms and conditions of

the MLDs and is authorised and eligible to invest in the same and perform any obligations related to

such investment.

9. The Identified Investors are advised to refer to the section on “Information relating to terms of Issue”

as elucidated in the Offer Document for information relating to the application process.

10. Any Application Form received from a person other than an Identified Investor will be invalid. Further,

any incomplete Application Form not accompanied by the filled in Identified Investor details in Part B

of the Application Form will also be treated as invalid.

ANNEXURE B

BRIEF PARTICULARS OF THE MANAGEMENT / DIRECTORS OF THE COMPANY

(The following are the Directors of the Company)

Name &

DIN

Designation and

Occupation

Age Address Date of Appointment

Other Directorships

Mr. Thomas Mathew T. 00130282

Independent Director Former Managing Director of Life Insurance Corporation of India

(1) 66 19A011, Kohinoor City, Phase -2, Kirol Road, Kurla (West), Mumbai – 400070

October 16, 2014

L&T Finance Holdings Limited

Larsen & Toubro Limited

L&T Infrastructure Finance Company Limited

Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited

PTC India Financial Services Limited

Mr. Dinanath Dubhashi 03545900

Non-Executive Director Service

53 9, Prabhat, PM Road, Vile Parle East, Mumbai 400057

April 29, 2016 L&T Housing Finance Limited

L&T Finance Limited


L&T Capital Markets Limited

L&T Infra Investment Partners Advisory Private Limited


L&T Investment Management Limited

Dr. Rupa Nitsure 07503719


57 304, Meghnad, TIFR Hsg Col, Homi Baba Road Colaba, Mumbai -400005,

April 27, 2016 -

Ms. Nishi Vasudeva 03016991

Independent Director Service

63 21 - A, Land Breeze, 52 Pali Hill, Bandra, Mumbai-400050

July 2, 2018 L&T Finance Holdings Limited


HCL Technologies Limited

Atria Convergence Technologies Limited

Name

& DIN

Designation and

Occupation

Age Address Date of Appointment

Other Directorships

ABB Power Products and Systems India Limited

Mr. Sunil Prabhune 07517824


44 A-1803, Avalon Cooperative Housing Society, Hiranandani Gardens,Powai,Mumbai-400076

April 24, 2019 L&T Infra Investment Partners Trustee Private Limited

L&T Financial Consultants Limited

L&T Capital Markets Limited

Brief Particulars of our Management: 1. Mr. Thomas Mathew T. (Independent Director)

Mr. Thomas Mathew T. was the Managing Director & Chairman in charge of Life Insurance Corporation of India (LIC). After his retirement from LIC, he was the Managing Director & CEO of the Reinsurance Group of America for India, Sri Lanka and Bangladesh. He is member on the Boards of Larsen & Toubro Limited, L&T Finance Holdings Limited and L&T Infra Debt Fund Limited. Mr. Mathew holds a Post-graduate Diploma in Management, a Post-graduation in Economics and is a graduate in Law. He is also an Associate of the Insurance Institute of India and has a Diploma in the Spanish language.

2. Mr. Dinanath Dubhashi (Non-Executive Director)

Mr. Dinanath Dubhashi, Managing Director & Chief Executive Officer of L&T Finance Holdings Limited, serves as a Director on the Board of L&T Infra Debt Fund Limited. He has experience of over two decades and has worked in multiple domains of financial services such as Corporate Banking, Cash Management, Credit Rating, Retail Lending and Rural Finance. He has been with L&T Financial Services since 2007 and has overseen the retail business operations, across customer segments and geographies. Prior to LTFS, he was associated with organizations such as BNP Paribas, CARE Ratings and SBI Capital Markets in various capacities. He is a Post Graduate from IIM Bangalore and also holds a B.E. (Mechanical) degree.

3. Dr. Rupa Rege Nitsure (Non-Executive Director)

Dr. Rupa Rege Nitsure is the Group Chief Economist of L&T Financial Services since March 2015, responsible for tracking and forecasting macroeconomic trends and policy developments. Prior to joining L&T Financial Services, she held the position of Chief Economist at Bank of Baroda (2003-2015) and Senior Economist at ICICI (DFI) and ICICI Bank (1989-2003). At Bank of Baroda, she also headed Investor Relations and regularly represented the Bank in several deal and non-deal road-shows in India and abroad. Her professional career has spanned across banking and policy related assignments. She has served on committees of the Government of India and Reserve Bank of India, most recently the Expert Committee to revise & strengthen the Monetary Policy Framework, chaired by Dr Urjit Patel. Dr. Rupa Rege Nitsure is a regular commentator on economic and policy issues on print & electronic media and also All India Radio (AIR). She is a frequent contributor of articles and columns to Indian newspapers.

She is on the Academic Council of the School of Economics (Post Graduate Department of Economics), Mumbai University, on the Board of Studies of the Gokhale Institute of Politics & Economics and a Honorary Fellow of the Indian School of Political Economy, Pune. She is a Member of the Indian Banks Association's Monetary Policy Consultative Group and serves on the Editorial Advisory Board of the Indian Institute of Banking and Finance's (IIBF) Journal Bank Quest. She is also a member of the CII's Economic Affairs Committee (West Zone). She also acts as the Guest Faculty for Bankers Quotient Academy that is engaged with developing the future leadership in the Indian Banking industry. She holds M.A (Eco), M.Phil (Eco) and Ph.D (Macro-Econometric Modelling) from the Gokhale Institute of Politics & Economics, Pune.

4. Ms. Nishi Vasudeva (Independent Director)

Ms. Nishi Vasudeva is is the first woman to chair an oil and gas company in India. She represented HPCL as Chairman / Director on the board of several Joint Venture companies. Prior to assuming responsibility as C&MD, she served on HPCL Board as Director-Marketing and was responsible for pan India sales (B2B & B2C segments), Brand building, Efficient supply chain management, Infrastructure development and leading HPCL foray into new business lines. Her career at HPCL included leadership positions in Marketing, Corporate Strategy, Planning and Information systems and has led key business transformation & organizational restructuring projects. She is the first Indian to be awarded the Global CEO of the year at Platt’s Global energy awards 2015. She received the SCOPE Award for excellence and outstanding contribution to Public sector Management from the Hon’ble President of India and was also recognized with Outstanding Women Manager Award by SCOPE. She has been a member in several committees for development of policy in the Oil Industry and Hydrocarbon sector in India. She is BA (Economic Honours) from Delhi University and an MBA from IIM Calcutta with over 38 years of experience in the petroleum industry.

5. Mr. Sunil Prabhune (Non-Executive Director)

Mr. Sunil Prabhune is the Chief Executive of Rural Finance, which includes Micro Loans, Farm Equipment Finance and Two Wheeler Finance. He also leads the Digital, IT and Analytics strategy for LTFS. In his capacity as the Group Head - Digital, IT and Analytics, Mr. Prabhune’s focus is on organizational efficiency and customer experience. Additionally, Mr. Prabhune also leads various inorganic growth initiatives of the organization, in line with the strategy of driving the retailisation of the portfolio. Mr. Prabhune also leads the Strategic Cost optimization drive across LTFS. Previously at LTFS, he headed the HR function of the Group, in his role as the Chief Human Resource Officer. He joined L&T Financial Services in 2013 and has more than two decades of experience in global and regional leadership roles across areas, particularly in areas of organizational change, transformation management and building capabilities for leadership. He has also headed process efficiency and digitization in his previous roles and has been associated with organizations like ICICI Bank, Novartis, GE, and ICI in various capacities in the past. Mr. Prabhune is a Gold Medalist in Business Management from Xavier Institute of Management, Bhubaneswar. He is an avid reader and a sports enthusiast.

6. Mr. Shiva Rajaraman

Mr. Shiva Rajaraman is the Chief Executive Officer (CEO) of L&T Infra Debt Fund Ltd (L&T IDF), India’s leading Infrastructure Debt Fund which is focussed on providing refinancing and credit enhancement solutions to private sector/ PPP projects. He also heads the Strategic Initiatives function of the Infrastructure Finance business where he takes overall responsibility for the conceptualisation, evaluation and development of feasible strategic initiatives. Previously at LTFS, he headed the Risk & Asset Management function and Project Finance for the South Zone, where he was involved in setting up the South Zone operations (Infrastructure Finance). Prior to that, he was employed with IDFC (now IDFC Bank) and the Equity Group of Dresdner Kleinwort Benson (now Commerzbank). Mr. Rajaraman is a member of the Infrastructure Committee of FICCI I has been a Director on the Board of Indian Highway Management Company Ltd (promoted by NHAI). He has 23 years of experience in infrastructure finance and advisory in India. Mr. Rajaraman is a management graduate and an established subject matter expert and trainer in the field of infrastructure finance. He conducts training programs for young professionals, senior government and RBI officials.

ANNEXURE C: FINANCIAL INFORMATION


ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR THE LAST THE LAST THREE YEARS AND AUDITOR QUALIFICATION)

ABRIDGED VERSION OF LATEST AUDITED / LIMITED REVIEWED HALF YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT AND BALANCE SHEET) AND AUDITOR QUALIFICATIONS, IF ANY

AUDITED CASH FLOW STATEMENT FOR THE THREE YEARS IMMEDIATELY PRECEDING THE DATE OF CIRCULATION OF THE

OFFER DOCUMENT

L&T Infra Debt Fund Limited

Cash Flow statement for the year ended March 31, 2017 and March 31,

2018

Year ended

31-03-2018 (as per

IGAAP)

Year ended

31-03-2017 (as per

IGAAP)

INR lakh INR lakh

A

Cash flow from operating activities:

Profit Before Taxation

14,917.28

9,410.96

Adjustment for:

Depreciation and amortisation expense 1.06 0.18

Provision for standard assets 1,192.06 890.65

Provision for gratuity 7.63 2.89

Provision for compensated absences 8.55 5.13

Gain on sale of current investments (2,377.71) (3,527.18)

Operating profit before working capital changes: 13,748.87 6,782.63

Adjustment for increase/(decrease) in operating liabilities:

Other short- term and long-term liabilities 180.04 217.38

Short term and long-term provisions (2.37)

2.29

Trade payables (3.69) (738.22)

Other current liabilities 13,768.86 7,588.67

Adjustment for (increase)/decrease in operating Assets: -

long term loans and advances - 31.95

other current assets (1,164.60) 47.86

short term loans and advances (16.52) (48.84)

other non current assets (263.48) 3,056.30

loans towards financing activities (2,98,015.67) (1,63,406.93)

Cash generated from/(used in) operations (2,71,768.56) (1,46,466.91)

Net Income Tax (Paid)

(1,497.79)

(2,410.38)

Net cash flow (used in) operating activities (A) (2,73,266.35) (1,48,877.29)

B

Cash flows from investing activities:

Bank balances not considered as Cash and cash equivalents

- Placed - (12,763.41)

- Matured - -

Capital expenditure on fixed assets, including capital advances - (3.18)

Expenditure on Intangible assets under development - -

Proceeds from investments (net) - -

Current investments not considered as Cash and cash equivalents -

- Purchased (64,77,349.43) (26,26,203.50)

- Proceeds from sale 64,79,725.98 26,47,905.68

Net cash from/(used in) investing activities (B) 2,376.55 8,935.59

C

Cash flows from financing activities:

Proceeds from issue of Preference share / Equity share 7,001.46 500.00

Proceeds from borrowings (net)

Proceeds from long-term borrowings 2,57,400.00 1,42,000.00

(Repayments)/proceeds from short-term borrowings 9,649.23

-

Dividend paid on preference share (526.50) (501.50)

Dividend distribution tax on preference share (107.18) (102.10)

Debenture issue expenses (164.52) (153.12)

Net cash generated from financing activities (C) 2,73,252.49 1,41,743.28

Net Increase / (decrease) in cash and cash equivalents (A+B+C) 2,362.69 1,801.58

Cash and cash equivalents as at beginning of the period/year

16,690.93

2,125.94

Cash and cash equivalents as at end of the period/year (refer note below) 19,053.62 3,927.52

Net (Decrease)/Increase in cash and cash equivalents 2,362.69 1,801.58

Foot notes:

1. Cash and cash equivalents reconciliation

Cash and cash equivalents at the end of the period/year 19,053.62 16,690.93

Less: Term deposits with original maturity greater than 3 months - 12,763.41

Cash and cash equivalents at the end of the period/year 19,053.62 3,927.52

1. Net cash used in operating activity is determined after

adjusting the following

Interest received 51,324.52 31,668.23

Interest paid 25,283.48 16,123.51

Cash Flow statement for the year ended March 31, 2019

Year ended

31-03-2019 (as

per INDAS)

INR lakh

A Cash flow from operating activities:

Profit Before Taxation

13,166.43

Adjustment for:

Depreciation and amortisation expense 1.06

Impairment on financial instruments 2,027.34

Expenses on employee stock option scheme 38.42

Provision for gratuity 11.31

Provision for compensated absences 8.35

Net gain on sale of financial instruments or fair valuation of financial

instruments

(2,625.95)

Operating profit before working capital changes: 12,626.96

Adjustment for increase/(decrease) in operating liabilities:

Provision 22.32

Trade payables (83.00)

Other financial liabilities 2.00

Other non financial liabilities 105.00

Adjustment for (increase)/decrease in operating Assets:

Loans (1,21,147.70)

Other financial assets (38.00)

Other non financial assets (4,152.00)

trade receivables (277.00)

Cash generated from/(used in) operations (1,12,941.42)

Net Income Tax (Paid)

-

Net cash flow (used in) operating activities (A) (1,12,941.42)

B

Cash flows from investing activities:

Expenditure on Intangible assets under development (5.00)

Proceeds from investments (net)

(14,078.05)

Net cash from/(used in) investing activities (B) (14,083.05)

C

Cash flows from financing activities:

Proceeds from issue of Equity share / Employee stock option

scheme

(38.42)

Proceeds from borrowings (net) 1,25,697.00

Net cash generated from financing activities (C) 1,25,658.58

Net Increase / (decrease) in cash and cash equivalents (A+B+C) (1,365.89)

Cash and cash equivalents as at beginning of the period/year

19,060.04

Cash and cash equivalents as at end of the period/year (refer note below) 17,694.15

Net (Decrease)/Increase in cash and cash equivalents (1,365.89)

Foot notes:

1. Cash and cash equivalents reconciliation

Cash and cash equivalents at the end of the period/year 17,694.15

Less: Term deposits with original maturity greater than 3 months

Cash and cash equivalents at the end of the period/year 17,694.15

ANNEXURE D: ACCOUNTING POLICIES



Notes forming part of the financial statements for the year ended March 31, 2019

Brief Profile:

L&T Infra Debt Fund Limited (the “Company”) has been incorporated under the Companies Act, 1956 on March 19, 2013 to carry out the business of a specialised financial institution classified as an Infrastructure Debt Fund – Non Banking Financial Company (IDF-NBFC) under the Infrastructure Debt Fund – Non Banking Financial Companies (Reserve Bank) Directions, 2011 of the Reserve Bank of India (“RBI”). The Company received the certificate of registration (“CoR”) from RBI as an IDF-NBFC on October 21, 2013. The Company falls under the overall categorisation as a systemically important non deposit taking NBFC (NBFC-ND-SI) and operates under RBI’s Master Directions for NBFC-ND-SIs, as applicable to IDF NBFCs, updated from time to time.

1. Significant accounting policies:

1.1. Statement of compliance:

The financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 read with sub-section (1) of section 210A of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment.

The financials for the year ended March 31, 2019 of the Company are the first financial statements prepared in compliance with Ind AS. The date of transition to Ind AS is April 1, 2017. The financial statements upto the year ended March 31, 2018, were prepared in accordance with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”) and other relevant provisions of the Act. The figures for the year ended March 31, 2018 have now been restated under Ind AS to provide comparability. Refer Note 1.28 for the details of first-time adoption exemptions availed by the Company.

1.2. Basis of preparation:

The financial statements have been prepared on historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period.

Fair value measurements under Ind AS are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at measurement date

• Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the valuation of assets or liabilities

1.3. Presentation of financial statements:

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Division III to Schedule III to the Companies Act, 2013 (“the Act”) applicable for Non-Banking Finance Companies (“NBFC”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7 “Statement of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified accounting standards.

Amounts in the financial statements are presented in Indian Rupees in Crore rounded off to two



decimal places as permitted by Schedule III to the Companies Act, 2013. Per share data are presented in Indian Rupee to two decimal places.

1.4. Revenue recognition:

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured and there exists reasonable certainty of being received.

(i) Interest income

Interest income for all financial instruments is recognised in ‘interest income’ in the profit or loss account using the effective interest rate method (EIR).

The calculation of the EIR includes fee income paid or received between parties to the contract that are incremental and directly attributable to the specific lending arrangement, transaction costs, and all other premiums or discounts.

The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets (i.e. at the amortised cost of the financial asset before adjusting for any expected credit loss allowance). For credit-impaired financial assets the interest income is calculated by applying the EIR to the amortised cost of the credit-impaired financial assets (i.e. the gross carrying amount less the allowance for expected credit losses (ECLs)).

(ii) Fee and commission income

Fee income is recognised when the Company satisfies the performance obligation, at fair value of the consideration received or receivable based the requirement of Ind AS 115 unless included in the EIR. The fees included in this part of the statement of profit and loss include other fees charged for servicing a loan, non-utilisation fees relating to loan commitments when it is unlikely that these will result in a specific lending arrangement and advisory fee.

(iii) Net gain or fair value change

Any differences between the fair values of financial assets classified as fair value through the profit or loss, held by the Company on the balance sheet date is recognised as an unrealised gain / loss. In case there is a net gain in the aggregate, the same is recognised in “Net gains on fair value changes” under Revenue from operations and if there is a net loss the same is disclosed under “Expenses” in the statement of Profit and Loss.

(iv) Other operational revenue:

Other operational revenue represents income earned from the activities incidental to the

business and is recognised when the right to receive the income is established as per the terms

of the contract.

1.5. Property, plant and equipment (PPE):

PPE is recognised when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and cumulative impairment, if any. Cost includes all direct cost related to the acquisition of PPE and, for qualifying assets, borrowing costs capitalised in accordance with the Company’s accounting policy.

PPE not ready for the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress”.



1.5 Property, plant and equipment (PPE) (continued):

Depreciation is recognised using straight line method so as to write off the cost of the assets (other than freehold land)) less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013. Depreciation method is reviewed at each financial year end to reflect expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end with the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.

Depreciation for additions to/deductions from assets is calculated pro rata to the period of use. Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is allocated over its remaining useful life.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is recognised in profit or loss.

1.6. Intangible assets:

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Direct expenses and administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets.

Intangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Intangible assets under development”.

Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are recognised in profit or loss when the asset is derecognised.

1.7. Impairment of tangible and intangible assets:

As at the end of each accounting year, the Company reviews the carrying amounts of its PPE, investment property and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any. Goodwill and the intangible assets with indefinite life are tested for impairment each year.

Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined:

(i) in the case of an individual asset, at the higher of the net selling price and the value in use; and

(ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.



1.7 Impairment of tangible and intangible assets (continued)

If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss recognised in respect of a cash generating unit is allocated first to reduce the carrying amount of any goodwill allocated to such cash generating unit and then to reduce the carrying amount of the other assets of the cash generating unit on a pro-rata basis.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit), except for allocated goodwill, is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognised immediately in the Statement of Profit and Loss.

1.8. Employee benefits:

(i) Short term employee benefits:

Employee benefits falling due wholly within twelve months of rendering the service are classified as short term employee benefits and are expensed in the period in which the employee renders the related service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

(ii) Post-employment benefits:

(a) Defined contribution plans: The Company’s state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the related service.

(b) Defined benefit plans: The Company offers its employees defined benefits plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit plans are typically based on years of service and the employee’s compensation (generally immediately before retirement). The gratuity scheme covers substantially all regular employees and the gratuity scheme is not funded. The present value of the obligation under defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method.

The obligation is measured at the present value of the estimated future cash flows using a discount rate based on the market yield on government securities of a maturity period equivalent to the weighted average maturity profile of the defined benefit obligations at the Balance Sheet date.

Remeasurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability or asset) and any change in the effect of asset ceiling (if applicable) is recognised in other comprehensive income and is reflected in retained earnings and the same is not eligible to be reclassified to profit or loss.

Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or curtailment and when the Company recognises related restructuring costs or termination benefits.



1.8 Employee benefits (continued)

(iii) Long term employee benefits:

The obligation recognised in respect of long-term benefits such as long term compensated absences is measured at present value of estimated future cash flows expected to be made by the Company and is recognised in a similar manner as in the case of defined benefit plans vide (ii) (b) above.

(iv) Termination benefits:

Termination benefits such as compensation under employee separation schemes are recognised as expense when the company’s offer of the termination benefit is accepted or when the Company recognises the related restructuring costs whichever is earlier.

1.9. Leases:

Lease arrangements where the risk and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating lease. Lease rentals on assets under operating lease are charged to the Statement of Profit and Loss as per contractual terms and conditions.

1.10. Financial instruments:

Financial assets and financial liabilities are recognised in the balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Recognised financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously.

(i) Financial assets

(a) Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(b) Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows that give rise on specified dates to sole payments of principal and interest on the principal amount outstanding and by selling financial assets.

(c) Debt instruments at amortised cost or at fair value through other comprehensive income

(FVTOCI)

The Company assesses the classification and measurement of a financial asset based on the

contractual cash flow characteristics of the asset and the Company’s business model for

managing the asset.



1.10 Financial instruments (continued):

For an asset to be classified and measured at amortised cost, its contractual terms should give

rise to cash flows that are solely payments of principal and interest on the principal outstanding

(SPPI).

For an asset to be classified and measured at FVTOCI, the asset is held within a business model

whose objective is achieved both by collecting contractual cash flows and selling financial assets;

and the contractual terms of instrument give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

The Company has more than one business model for managing its financial instruments which

reflect how the Company manages its financial assets in order to generate cash flows. The

Company’s business models determine whether cash flows will result from collecting contractual

cash flows, selling financial assets or both.

The Company considers all relevant information available when making the business model

assessment. However, this assessment is not performed on the basis of scenarios that the

Company does not reasonably expect to occur, such as so-called ‘worst case’ or ‘stress case’

scenarios. The Company takes into account all relevant evidence available such as:

how the performance of the business model and the financial assets held within that

business model are evaluated and reported to the entity’s key management personnel;

the risks that affect the performance of the business model (and the financial assets held

within that business model) and, in particular, the way in which those risks are managed;

and

how managers of the business are compensated (e.g. whether the compensation is based

on the fair value of the assets managed or on the contractual cash flows collected).

The Company reassess its business models each reporting period to determine whether the

business models have changed since the preceding period. For the current and prior reporting

period the Company has not identified a change in its business models.

When a debt instrument measured at FVTOCI is derecognised, the cumulative gain/loss

previously recognised in OCI is reclassified from equity to profit or loss.

Debt instruments that are subsequently measured at amortised cost or at FVTOCI are subject to

impairment.

(d) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are measured at fair value through profit or loss unless it is measured at

amortised cost or at fair value through other comprehensive income on initial recognition. The

transaction costs directly attributable to the acquisition of financial assets and liabilities at fair

value through profit or loss are immediately recognised in profit or loss.

(e) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily de-recognised when:

The rights to receive cash flows from the asset have expired, or

The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and

either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.



1.10 Financial instruments (continued):

The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

(ii) Financial liabilities

All financial liabilities including borrowings are measured at amortised cost using Effective

Interest Rate (EIR) method. A financial liability is derecognised when the related obligation

expires or is discharged or cancelled.

1.11. Impairment:

The Company recognises loss allowances for ECLs on the following financial instruments that are not measured at FVTPL:

• Loans and advances to customers; • Debt investment securities; • Trade and other receivable; • Irrevocable loan commitments issued; and • Financial guarantee contracts issued.

Credit-impaired financial assets:

A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Credit-impaired financial assets are referred to as Stage 3 assets. Evidence of credit-impairment includes observable data about the following events:

significant financial difficulty of the borrower or issuer;

a breach of contract such as a default or past due event;

the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

the disappearance of an active market for a security because of financial difficulties; or the purchase of a financial asset at a deep discount that reflects the incurred credit losses.

It may not be possible to identify a single discrete event, instead, the combined effect of several events may have caused financial assets to become credit impaired. The Company assesses whether debt instruments that are financial assets measured at amortised cost or FVTOCI are credit-impaired at each reporting date.

A loan is considered credit-impaired when a concession is granted to the borrower due to a deterioration in the borrower’s financial condition, unless there is evidence that as a result of granting the concession the risk of not receiving the contractual cash flows has reduced significantly and there are no other indicators of impairment. For financial assets where concessions are contemplated but not granted the asset is deemed credit impaired when there is observable evidence of credit-impairment including meeting the definition of default. The definition of default (see below) includes unlikeliness to pay indicators and a back stop if amounts are overdue for 90 days or more.

Significant increase in credit risk:

The Company monitors all financial assets, issued irrevocable loan commitments and financial guarantee contracts that are subject to the impairment requirements to assess whether there has been a significant increase in credit risk since initial recognition. If there has been a significant increase in credit risk the Company will measure the loss allowance based on lifetime rather than 12-month ECL. The Company’s accounting policy is not to use the practical expedient that financial



assets with ‘low’ credit risk at the reporting date are deemed not to have had a significant increase in credit risk. As a result, the Company monitors all financial assets, issued irrevocable loan commitments and financial guarantee contracts that are subject to impairment for significant increase in credit risk.

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date based on the remaining maturity of the instrument with the risk of a default occurring that was anticipated for the remaining maturity at the current reporting date when the financial instrument was first recognised. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort, based on the Company’s historical experience and expert credit assessment.

Given that a significant increase in credit risk since initial recognition is a relative measure, a given change, in absolute terms, in the PD will be more significant for a financial instrument with a lower initial PD than compared to a financial instrument with a higher PD.

Definition of default:

Critical to the determination of ECL is the definition of default. The definition of default is used in measuring the amount of ECL and in the determination of whether the loss allowance is based on 12-month or lifetime ECL, as default is a component of the probability of default (PD) which affects both the measurement of ECLs and the identification of a significant increase in credit risk.

The Company considers the following as constituting an event of default:

the borrower is past due more than 90 days on any material credit obligation to the Company; or

the borrower is unlikely to pay its credit obligations to the Company in full.

The definition of default is appropriately tailored to reflect different characteristics of different types of assets.

When assessing if the borrower is unlikely to pay its credit obligation, the Company takes into account both qualitative and quantitative indicators. The information assessed depends on the type of the asset, for example in corporate lending a qualitative indicator used is the admittance of bankruptcy petition by NCLT. Quantitative indicators, such as overdue status and non-payment on another obligation of the same counterparty are key inputs in this analysis. The Company uses a variety of sources of information to assess default which are either developed internally or obtained from external sources. The definition of default is applied consistently to all financial assets unless information becomes available that demonstrates that another default definition is more appropriate for a particular financial asset.

ECLs are required to be measured through a loss allowance at an amount equal to:

• 12-month ECL, i.e. lifetime ECL that result from those default events on the financial instrument that are possible within 12 months after the reporting date, (referred to as Stage 1); or

• full lifetime ECL, i.e. lifetime ECL that result from all possible default events over the life of the financial instrument, (referred to as Stage 2 and Stage 3).

A loss allowance for full lifetime ECL is required for a financial instrument if the credit risk on that financial instrument has increased significantly since initial recognition. For all other financial instruments, ECLs are measured at an amount equal to the 12-month ECL.

ECLs are a probability-weighted estimate of the present value of credit losses. These are measured as the present value of the difference between the cash flows due to the Company under the contract and the cash flows that the Company expects to receive arising from the weighting of multiple future



economic scenarios, discounted at the asset’s EIR.

The Company measures ECL on an individual basis, or on a collective basis for portfolios of loans that share similar economic risk characteristics.

1.12. Modification and derecognition of financial assets:

A modification of a financial asset occurs when the contractual terms governing the cash flows of a financial asset are renegotiated or otherwise modified between initial recognition and maturity of the financial asset. A modification affects the amount and/or timing of the contractual cash flows either immediately or at a future date. In addition, the introduction or adjustment of existing covenants of an existing loan may constitute a modification even if these new or adjusted covenants do not yet affect the cash flows immediately but may affect the cash flows depending on whether the covenant is or is not met (e.g. a change to the increase in the interest rate that arises when covenants are breached).

The Company renegotiates loans to customers in financial difficulty to maximise collection and minimise the risk of default. A loan forbearance is granted in cases where although the borrower made all reasonable efforts to pay under the original contractual terms, there is a high risk of default or default has already happened and the borrower is expected to be able to meet the revised terms. The revised terms in most of the cases include an extension of the maturity of the loan, changes to the timing of the cash flows of the loan (principal and interest repayment), reduction in the amount of cash flows due (principal and interest forgiveness) and amendments to covenants.

When a financial asset is modified the Company assesses whether this modification results in derecognition. In accordance with the Company’s policy a modification results in derecognition when it gives rise to substantially different terms. To determine if the modified terms are substantially different from the original contractual terms the Company considers the following:

Qualitative factors, such as contractual cash flows after modification are no longer SPPI,

change in currency or change of counterparty,

the extent of change in interest rates, maturity, covenants.

If these do not clearly indicate a substantial modification, then; a.) In the case where the financial asset is derecognised the loss allowance for ECL is remeasured

at the date of derecognition to determine the net carrying amount of the asset at that date. The difference between this revised carrying amount and the fair value of the new financial asset with the new terms will lead to a gain or loss on derecognition. The new financial asset will have a loss allowance measured based on 12-month ECL except in the rare occasions where the new loan is considered to be originated-credit impaired. This applies only in the case where the fair value of the new loan is recognised at a significant discount to its revised par amount because there remains a high risk of default which has not been reduced by the modification. The Company monitors credit risk of modified financial assets by evaluating qualitative and quantitative information, such as if the borrower is in past due status under the new terms.

b.) When the contractual terms of a financial asset are modified and the modification does not result in derecognition, the Company determines if the financial asset’s credit risk has increased significantly since initial recognition by comparing:

• the remaining lifetime PD estimated based on data at initial recognition and the original contractual terms; with

• the remaining lifetime PD at the reporting date based on the modified terms.



1.12 Modification and derecognition of financial assets (continued)

For financial assets modified, where modification did not result in derecognition, the estimate of PD reflects the Company’s ability to collect the modified cash flows taking into account the Company’s previous experience of similar forbearance action, as well as various behavioural indicators, including the borrower’s payment performance against the modified contractual terms. If the credit risk remains significantly higher than what was expected at initial recognition the loss allowance will continue to be measured at an amount equal to lifetime ECL. The loss allowance on forborne loans will generally only be measured based on 12-month ECL when there is evidence of the borrower’s improved repayment behaviour following modification leading to a reversal of the previous significant increase in credit risk.

Where a modification does not lead to derecognition the Company calculates the modification gain/loss comparing the gross carrying amount before and after the modification (excluding the ECL allowance). Then the Company measures ECL for the modified asset, where the expected cash flows arising from the modified financial asset are included in calculating the expected cash shortfalls from the original asset.

The Company derecognises a financial asset only when the contractual rights to the asset’s cash flows expire (including expiry arising from a modification with substantially different terms), or when the financial asset and substantially all the risks and rewards of ownership of the asset are transferred to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain/loss allocated to it that had been recognised in OCI is recognised in profit or loss. A cumulative gain/loss that had been recognised in OCI is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts. This does not apply for equity investments designated as measured at FVTOCI, as the cumulative gain/loss previously recognised in OCI is not subsequently reclassified to profit or loss.

1.13. Write off:

Loans and debt securities are written off when the Company has no reasonable expectations of recovering the financial asset (either in its entirety or a portion of it). This is the case when the Company determines that the borrower or guarantor if applicable does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. A write-off constitutes a derecognition event. The Company may apply enforcement activities to financial assets written off. Recoveries resulting from the Company’s enforcement activities will result in impairment gains.



1.14. Presentation of allowance for ECL in the statement of financial position:

Loss allowances for ECL are presented in the statement of financial position as follows:

• for financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;

• for debt instruments measured at FVTOCI: no loss allowance is recognised in the statement of financial position as the carrying amount is at fair value.

1.15. Cash and bank balances:

Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents.

1.16. Securities premium account:

Securities premium includes the difference between the face value of the equity shares and the consideration received in respect of further equity shares infused. The issue expenses of securities which qualify as equity instruments are written off against securities premium account.

1.17. Accounting and reporting of information for operating segments:

Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments.

1.18. Finance costs:

Finance costs include interest expense calculated using the effective interest method and exchange differences arising from foreign currency borrowings, to the extent they are regarded as an adjustment to interest costs.

1.19. Share-based payment arrangements:

The Employee Stock Option Scheme has been established by the holding company (i.e. L&T Finance Holdings Limited). The stock options granted to employees pursuant to the holding company’s Stock Options Schemes, are measured at the fair value of the options at the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight-line basis. The amount recognised as expense in each year is arrived at based on the number of grants expected to vest.

1.20. Taxation:

Current tax on income for the current period is determined on the basis of taxable income (or on the basis of book profits wherever minimum alternate tax is applicable) and tax credits computed in accordance with the provisions of the Income Tax Act, 1961 and based on the expected outcome of assessments/appeals.

As no income tax is payable on Company’s income from the financial year 2014-15, no deferred tax assets / liabilities has been recognised.



1.21. Provisions, contingent liabilities and contingent assets:

Provisions are recognised only when:

(i) an Company has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that the outflow of resources embodying economic benefits will be required to

settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation

Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of:

(i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and

(ii) a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision.

1.22. Commitment:

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

(a) estimated amount of contracts remaining to be executed on capital account and not provided for;

(b) uncalled liability on shares and other investments partly paid; (c) funding related commitment to associate companies; and (d) other non-cancellable commitments, if any, to the extent they are considered material and

relevant in the opinion of management.

Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.

1.23. Statement of cash flows:

Statement of cash flows is prepared segregating the cash flows into operating, investing and financing activities. cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of:

(i) changes during the period in operating receivables and payables transactions of a non-cash nature;

(ii) non-cash items such as depreciation, provisions, deferred taxes, unrealised gains and losses; and (iii) all other items for which the cash effects are investing or financing cash flows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet.



1.24. Operating cycle for current and non-current classification:

Based on the nature of products / activities of the Company entities and the normal time between

acquisition of assets and their realisation in cash or cash equivalents, the Company has determined

its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current

and non-current.

1.25. Earnings per share:

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

1.26. Key source of estimation:

The preparation of financial statements in conformity with Ind AS requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful lives of property, plant and equipment & intangible assets, allowance for doubtful debts/advances, future obligations in respect of retirement benefit plans, expected cost of completion of contracts, provision for rectification costs, fair value measurement etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known.

1.27. Foreign currencies:

(i) The functional currency and presentation currency of the Company is Indian Rupee. Functional currency of the Company and foreign operations has been determined based on the primary economic environment in which the Company and its foreign operations operate considering the currency in which funds are generated, spent and retained.

(ii) Transactions in currencies other than the Company’s functional currency are recorded on initial

recognition using the exchange rate at the transaction date. At each Balance Sheet date, foreign currency monetary items are reported at the prevailing closing spot rate. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated.

Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in which they arise.

(iii) Financial statements of foreign operations whose functional currency is different than Indian Rupees are translated into Indian Rupees as follows:

A. assets and liabilities for each Balance Sheet presented are translated at the closing rate at the

date of that Balance Sheet;

B. income and expenses for each income statement are translated at average exchange rates; and

C. all resulting exchange differences are recognised in other comprehensive income and

accumulated in equity as foreign currency translation reserve for subsequent reclassification to

profit or loss on disposal of such foreign operations.



1.28. First time adoption of Ind AS:

The Company has prepared opening balance sheet as per Ind AS as at April 1, 2017 (transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, derecognising items of assets or liabilities which are not permitted to be recognised by Ind AS, reclassifying items from Previous GAAP to Ind AS as required, and applying Ind AS to measure the recognised assets and liabilities. The exemptions availed by the Company are as follows:

(i) Ind AS 102 “Share-based Payment” has not been applied to equity instruments in share-based payment transactions that vested before April 1, 2017.

(ii) The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for transactions occurring on or after April 1, 2017.

(iii) The Company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.

(iv) The estimates as at April 1, 2017 and at March 31, 2018 are consistent with those made for the same dates in accordance with the Previous GAAP.

1.29. Changes in Accounting Standard and recent accounting pronouncements:

On March 30, 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2019, notifying Ind AS 116 on Leases. Ind AS 116 would replace the existing leases standard Ind AS 17. The standard sets out the principles for the recognition, measurement, presentation and disclosures for both parties to a contract, i.e. the lessee and the lessor. Ind AS 116 introduces a single lease accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently for operating lease, rentals are charged to the statement of profit and loss. The Company is currently evaluating the implication of Ind AS 116 on the financial statements.

The Companies (Indian Accounting Standards) Amendment Rules, 2019 notified amendments to the following accounting standards. The amendments would be effective from April 1, 2019

a. Ind AS 12, Income taxes — Appendix C on uncertainty over income tax treatments b. Ind AS 19— Employee benefits c. Ind AS 23 – Borrowing costs d. Ind AS 28— investment in associates and joint ventures e. Ind AS 103 and Ind AS 111 — Business combinations and joint arrangements f. Ind AS 109 — Financial instruments

The Company is in the process of evaluating the impact of such amendments.

ANNEXURE E

DETAILS OF OUTSTANDING NON-CONVERTIBLE DEBENTURES

Debenture Series

Tenor / Period of Maturity

Coupon Amount (Rs. In Crore)

Date of Allotment

Redemption on Date

Credit Rating Secured/

Unsecured Security

"A" of FY 2014-15 - Option 2

7 years 9.70% p.a. 80.00 10-Jun-14 10-Jun-21 “CRISIL AAA” by CRISIL,

“CARE AAA” by CARE Secured

a. An exclusive and first ranking charge over identified fixed deposits and an exclusive and first ranking floating charge on identified receivables which will replace the fixed deposit, as and when originated. b. First pari passu charge on certain immovable properties in Chennai.

"A" of FY 2014-15 - Option 3

10 years 9.70% p.a. 95.00 10-Jun-14 10-Jun-24 “CRISIL AAA” by CRISIL,


a. An exclusive and first ranking charge over identified fixed deposits and an exclusive and first ranking floating charge on identified Receivables which will replace the fixed deposit, as and when originated. b. First pari passu charge on certain immovable properties in Chennai.

"B" of FY 2014-15 - Option 1

10 years 8.49% p.a. 100.00 28-Jan-15 28-Jan-25 “CRISIL AAA” by CRISIL,


a. An exclusive and first ranking charge over identified fixed deposits and an exclusive and first ranking floating charge on identified existing receivables which will replace the fixed deposit, as and when originated. b. First pari passu charge on certain immovable properties in Chennai

"B" of FY 2014-15 - Option 2

15 years 8.51% p.a. 100.00 28-Jan-15 28-Jan-30 “CRISIL AAA” by CRISIL,


a. An exclusive and first ranking charge over identified fixed deposits and an exclusive and first ranking floating charge on identified existing receivables which will replace the fixed deposit, as and when originated. b. First pari passu charge on certain immovable properties in Chennai.

"A" of FY 2015-16

7 years 8.67% 25.00 11-Sep-15 09-Sep-22 “CRISIL AAA” by CRISIL,



"B" of FY 2015-16

7 years 8.65% 150.00 09-Nov-15 09-Nov-22 “CRISIL AAA” by CRISIL,



"C" of FY 2015-16 Option 1

5 years 8.55% 135.00 04-Dec-15 04-Dec-20 “CRISIL AAA” by CRISIL,







"D" of FY 2015-16 Option 1

5 years 8.55% 30.00 07-Jan-16 07-Jan-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured




Secured




Secured




Secured




Secured


"E" of FY 2015-16 Option 1

5 years 8.70% 100.00 24-Feb-16 24-Feb-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured




Secured




Secured




Secured




Secured


"F" of FY 2015-16


Secured


"G" of FY 2015-16 Option 1

5 years 8.75% 40.00 22-Mar-16 22-Apr-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured



7 years 8.75% 20.00 22-Mar-16 22-Mar-23 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured




Secured


"H" of FY 2015-16


Secured


"A" of FY 2016-17

5 years 8.70% 25.00 12-Apr-16 12-Apr-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured


"B" of FY 2016-17 Option 1

5 years 8.65% 32.00 06-May-16 06-May-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured



7 years 8.67% 1.00 06-May-16 05-Mar-23 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured




Secured




Secured



5 years 8.70% 125.00 10-Jun-16 10-Jun-21 “CRISIL AAA” by CRISIL, “CARE AAA” by CARE, “ICRA AAA” by ICRA

Secured




Secured




Secured


"F" of FY 2016-17 Option 2


Secured


"G" of FY 2016-17

10 years 8.77% 15.00 13-Jul-16 13-Jul-26 “CRISIL AAA” by CRISIL,



"H" of FY 2016-17




"I" of FY 2016-17




"J" of FY 2016-17




"K" of FY 2016-17 Option 1

10 years 8.43% 102.25 03-0ct-16 01-Oct-26 “CRISIL AAA” by CRISIL,

“ICRA AAA” by ICRA Secured


"K" of FY 2016-17 Option 2

15 years 8.43% 25.00 03-Oct-16 03-Oct-31 “CRISIL AAA” by CRISIL,



"L" of FY 2016-17




"M" of FY 2016-17 Option 1




"M" of FY 2016-17 Option 2




"N" of FY 2016-17




"O" of FY 2016-17

5 years 8.05% 125.00 08-Nov-16 08-Dec-21 “CRISIL AAA” by CRISIL,



"P" of FY 2016-17

10 years 8.15% 25.00 15-Nov-16 13-Nov-26 “CRISIL AAA” by CRISIL,



"Q" of FY 2016-17




"R" of FY 2016-17




"S" of FY 2016-17




"T" of FY 2016-17

5 years 7.95% 15.00 13-Jan-17 11-Feb-22 “CRISIL AAA” by CRISIL,



"U" of FY 2016-17

5 years 7.95% 14.00 17-Jan-17 17-Feb-22 “CRISIL AAA” by CRISIL,



"V" of FY 2016-17

5 years 7.89% 36.00 10-Feb-17 10-Feb-22 “CRISIL AAA” by CRISIL,



Series A FY 17-18 Option I

3years 7.90% 190.00 13-Apr-17 13-May-20 “CRISIL AAA” by CRISIL,



Series A FY 17-18 Option II




Series B FY 17-18 Option I

3years 7.90% 5.00 24-Apr-17 29-Apr-20 “CRISIL AAA” by CRISIL,



Series B FY 17-18 Option II




Series C FY 17-18

7years 8.08% 125.00 04-May-17 03-May-24 “CRISIL AAA” by CRISIL,



Series D FY 17-18




Series E FY 17-18




Series F FY 17-18

5years 8.00% 25.00 22-May-17 01-Jun-22 “CRISIL AAA” by CRISIL,



Series G FY 17-18 Option I




Series G FY 17-18 Option II




Series H FY 17-18 Option I

7years 8.01% 90.00 08-Jun-17 08-Jun-22 “CRISIL AAA” by CRISIL,



Series H FY 17-18 Option II




Series I FY 17-18 Option I




Series I FY 17-18 Option II




Series J FY 17-18 Option I




Series J FY 17-18 Option II




Series K FY 17-18

5years 7.85% 210.00 06-Nov-17 07-Nov-22 “CRISIL AAA” by CRISIL,



Series L FY 17-18

6years 8.15% 391.00 21-Dec-17 16-Jan-23 “CRISIL AAA” by CRISIL,



Series M FY 17-18 Option I

5years 8.15% 655.00 28-Dec-17 28-Dec-22 “CRISIL AAA” by CRISIL,



Series M FY 17-18 Option II

6years 8.15% 35.00 28-Dec-17 28-Dec-22 “CRISIL AAA” by CRISIL,



Series N FY 17-18

5years 8.19% 82.00 30-Jan-18 30-May-23 “CRISIL AAA” by CRISIL,



Series N FY 17-18 Reissuance 1

5years 8.19% 58.00 26-Feb-18 30-May-23 “CRISIL AAA” by CRISIL,




5years 8.19% 25.00 27-Mar-18 30-May-23 “CRISIL AAA” by CRISIL,




5years 8.19% 23.00 28-Mar-18 30-May-23 “CRISIL AAA” by CRISIL,



Series A FY 18-19

5years 8.45% 58.00 09-May-18 23-Jun-23 “CRISIL AAA” by CRISIL,



Series B FY 18-19

5years 9.30% 308.00 19-Jun-18 18-Aug-23 “CRISIL AAA” by CRISIL,



Series C FY 18-19 Option I

5years 9.30% 232.20 26-Jun-18 25-Aug-23 “CRISIL AAA” by CRISIL,



Series C FY 18-19 Option II




Series D FY 18-19

6years 9.30% 160.00 06-Jul-18 05-Jul-24 “CRISIL AAA” by CRISIL,



Series E FY 18-19

7years 9.05% 15.00 23-Jul-18 23-Jul-25 “CRISIL AAA” by CRISIL,



Series F FY 18-19

5years Not Applicable (Redemption

Premium only) 50.00 18-Sep-18 18-Oct-23

“CRISIL PP-MLD AAA” by CRISIL & “ICRA PP-

MLD AAA” by ICRA Secured


Series G FY 18-19

5years Not Applicable (Redemption

Premium only) 35.00 21-Sep-18 21-Nov-23

“CRISIL PP-MLD AAA” by CRISIL & “ICRA PP-

MLD AAA” by ICRA Secured


Series H FY 18-19

5years 9.1499% 25.00 01-Feb-19 11-Mar-24 “CRISIL AAA” by CRISIL,



Series I FY 18-19

15years 9.2171% 20.00 20-Feb-19 20-Feb-34 “CRISIL AAA” by CRISIL,



Series A FY 19-20

10years 8.42% 700 24- Sep-19 24- Sep-29 “CRISIL AAA” by CRISIL,



Series B FY 19-20

10years 8.80% 12 25-Oct-2019

25-Oct-2029 “CRISIL AAA” by CRISIL,



Series C FY 19-20

7years 8.75% 15.6 08-Jan-

2020 25-Oct-2027

“CRISIL AAA” by CRISIL, “CARE AAA” by CARE

Secured


Total

7627.50

ANNEXURE F: VALUATION REPORT


MARKET-LINKED DEBENTURE VALUATION

Issuer: L&T Infra Debt Fund Limited

Security Details: Valuation per Rs. 100 Face Value

Series ISIN Code Reference Asset Issue Date*

Maturity Date

Face Value per

Debenture

Valuation as on 29th Jan 2020

Series-D

(FY19-20) INE235P07985

Last Traded (Closing)

Price of 6.45 G-SEC 2029

(ISIN - IN0020190362)

31-Jan-20 28-Feb-25 Rs. 1,000,000 100.00

*Issue date is deemed date of allotment

DISCLAIMER

Market Linked Debenture Valuation provided by the Valuation Agent reflects the Valuation

Agent’s opinion on the value of the Market Linked Debenture on the valuation date and does

not constitute an audit of the Issuer by the Valuation Agent. The Valuation is based on the

information sought from and/or provided by the Issuer or obtained by the Valuation Agent

from sources it considers reliable. The Valuation Agent does not guarantee the completeness or

accuracy of the information on which the Valuation is based. The Valuation Agent specifically

states that the Valuation is an indicative value of the Debenture on the valuation date and can

be different from the actual realizable value of the Debenture. The Valuation does not comment

on the market price of the Market Linked Debentures or suitability for a particular investor. The

Valuation Agent is not responsible for any errors and especially states that it has no financial

liability to the issuer / users / investors of the Valuation. In the event of early redemption/buy

back/ any other premature exit, the investors may choose to contact the Issuer directly or

through their intermediaries (through whom investments in the Specified MLDs were made) or,

in the alternative, follow the procedure as set out in the relevant Offer Document.

Published by

CARE Ratings Ltd.

(Formerly known as Credit Analysis & Research Ltd.)

4th Floor Godrej Coliseum, Off Eastern Express Highway, Somaiya Hospital Road, Sion(East),

Mumbai – 400 022.

ANNEXURE G: DEBENTURE TRUSTEE CONSENT LETTER


ANNEXURE H: CREDIT RATINGS


Ratings

LTlmV237519/L TPPMLD/1227201 <)11

January 24. 2020

:\11'.Sllh';l I{ajaranwn

Chief EXl'Cutivc


Plot No 177,eST No 9670.6971.

Viuy:magari Marg, CST Road.

Kalina, Santacruz (E)

;\'lumbai - 400098

TcJ:02262125300

Dear Mr. Shiva Rajaraman,

<:o~FI flf.:"iTL\ L

CRISILAn S&P Global Company

Re: CRISIL Raling on thl.' Rs':;OO CrOft Long Term Prindp31 Protected :\larket Linke-d I)ebrnlurcs of L&T Infra

Debt Fund Limited

All ratings assigned by CRISIL are kept under cOnlinuous sun'cillimcc and review.

Please refer to our rating letter dated December 27, 2019 bearing Ref. no: LTlDFU237519/L TPPMLD/I2272019

Please find in the table below the rating outstanding lor YOUI'company.

S.No. Instrument Rall-" Amo~~I\t(Rs. Raling Outstanding

in Crure

ILong Tenn Principal ProtCl:ted Market Linked

500 CRISIL PP-~lLO AAAriStab1cDebentures

A prt'fix of 'Pf'-AIU), imlicatt!s Ihallhe illSlnullel/l is a prillCipal-prolt'C/('l/ market-lillkl'" dt!hel/l[lre. 711eTerms afsuchinSlramel/ls indicale Ihal while Ihe issuer I'romise~' 10pay had Ihe fllce Willie/principal of Ihe iI/sin/mellI, Ihe coupon rolesof Ihese inslmll/enls ",ill not be fixed, ami could be (inked to oue or mort' external mriaMes IllCh lIS commodily prices,eqrtilY share prices, indices. or foreign exchange rail'S. The 'r'sllffix imlicil/es Ihlll payml'!IIs UII I'll: raled illSlnll/rC/l1 hul'(.'signijicllfll risks olher Ihan credit rii'/(. 711elerms of lire insill/menl specify Ilral Iht! puymell/s /() inn'slurs \l'ifll/ol be fixet/.and cordd be linked 10 olle or more cxternal variables suclr /IS nlllllllfldity prices, ('If[lily indices. or foreign exchange ruNS.Hris couM resrlll ill I'(lriability ill retllms becallIe of ad~'l'rse 1II00'(,l1Ie/1Iin rolliI' of Ihe exlemal \'arilIMt's. elJUI/orpo.HiMemaleriallms of principal 011early redemption of the illSlmll/ell/. The risk of such udw.'rse mOI'ell/l'lII ill price /l'(tlJll! is 1101addressed by Ihe ralillg.

In thc cvent of your company not making the issue within a period of I~Odays from the above datc, or in the event of any

change ill the size or structure of your proposed issue, <lfresh Icner of revalid,llion from CRISIL will be necessary.

As per our Rating Agrecment, CRISIL would disseminatc the rating along with ollliook through its publications and other

media, and ke<.:'pthe rating along with outlook under survelll<lnce for the life ofche instrument. CRISIL re~erves the right to

withdraw or revise the ratings assigncd to the captiollc'd instfillTl<.:'ntat ;my timc. on the basis of ncw infomlation, or

unavailability of infonn<ltion or other circumstances. which CRISIL believes, may have 1mimpact on the rating.

As per the latest SEBI circular (reference number: CIRlIMDiDFIl7!20 13; J:ltcd October 22. 2013) on centralized database

for corporate bonds/debentures, you arc required to provide hll<.'matlonal s<.'curities identifiealion nUllll1er (ISIN; along with

the ref..:-r<.'neenumber and the date of the rating letter) uf all lwntlldebenture issuances mad<.'against this rating letter to us.

TIle circular also requires you to share this information with us within 2 days after thc allotment of the ISIN. We requ<.'styou

to mail us all the ncccssary and rcl<.'vant infonnatiOIl at [email protected]. This will enable CRISIL to verify and confiml

to the depositories. including NSDL and COSL, the ISIN details of debl rated by us. as required by SEBl. Feel free to

contact us for any clarifications you may have at debtissue@,crisil.eom

Should you require any clarifications, please l~cllrce to gel in touch with us.

Wilh wann rcgards.

Yours sincerely,

Subha Sri Nardyallan

Director - CRISIL Ratillg~

>~>-~,<.!=-~.Nivcdila Shibu

Associate Director - CRISIL Ratings

ft.Hi B( RI~IL

",,!!£ ,t?.j'-.1,- .•••• ~-'

A CRISIL raling leflecls CRISIL's wrrent opmion on the likelihood of limely paymenl of the obl'galions under the rared instrument anddoes nol c(}(Jslit(J/ean alJ{1It of the raled entity by CRISIL CRISll rallngs are based on informalJon provided by the issuer or oblainedby CRISll from sources it considers reliable, CRISIL does ~1~r~fJBe completeness or accuracy of the information on whiCh /Ilelating is based. A CRISll ratmg is not a recommendalion to'buy, s'e'f!:'brnold Ihe rated ",sl/ument; it does nOI comment on I/le marketprice or suitability for a par/icular inveP!R'-,1" ,CR{$.«., lf11WJl.s;Jr~-A'Itklr;,I-f\'M~~ jj;B/SIL or lIs assOC!ales may have othercommercial tranSac/ions with /he comp~xW&lilf' W5nll~j lI"~'i'EYJi!eh"'Js'~>!a'wMW&k:'Ulfi~X~es so warranl, CRISIL is not responSible

IIOr any errors an eSf)eC/a y s a es a / as no nanc/a la ~II[Yw lalsoever 10me suosClioers I users I Iransmillers I /SI,!oU!Ors0RlSll,Mooa«,~t&I. ~ HitiigemtltlTBBmri __ .fbi6<l'W1tMo31l~at>-IllaQlli:lkC RMltIe u,,$l.3&Wl!OO~l:mlJtmr46GO Il\8Olalesr rating information on any instrumenl of any compan~Il:~. please conlact Customel Service Helpdesk at 1800-267-1301

ANNEXURE I: REMUNERATION OF DIRECTORS

Remuneration of directors (during the current year and last 3 (Three) financial years)

(Rs. in Lakhs)

Particulars FY 2019-20

(up to December 31, 2019)

FY 2018-19 FY 2017-18 FY 2016-17

Mr. Dinanath Dubhashi - - - -

Mr. Thomas Mathew T.

4.20 16.42 16.80 13.80

Ms. Nishi Vasudeva

4.40 15.67 NA NA

Dr. Rupa Rege Nitsure - - - -

Mr. Sunil Prabhune - NA NA NA

ANNEXURE J: BOARD AND SHAREHOLDER RESOLUTIONS


ANNEXURE I

8L&T Financial Services

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHAREHOLDERS OF

L&T INFRA DEBT FUND LIMITED AT THE EXTRAORDINARY GENERAL MEETING HELD ON

APRIL 3,2019

REVISION IN OVERALL BORROWING POWERS OF THE COMPANY:

"RESOLVED THAT in supersession of the earlier resolution passed by the Members at their

Meeting held on April 2, 2018 and pursuant to arid subject to the provisions of Section 180 (1)(c)

and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), as amended from

time to time, the Memorandum and Articles of Association of the Company, consent of the

Members, be and is hereby accorded, to borrow, from time to time, any sum or sums of monies

(exclusive of interest) on such terms and conditions as may be determined, from anyone or more

banks, persons, firms, companies/bodies corporate, financial institutions, institutional investor(s),

mutual funds, insurance companies, pension funds and or any entity/entities or

authority/authorities, whether in India or abroad, and whether by way of cash credit, advance or

deposits, loans or bill discounting, issue of debentures, commercial papers, long/short term loans,

suppliers' credit, securitized instruments such as floating rate notes, fixed rate notes, syndicated

loans, commercial borrowing from the private sector window of multilateral financial institution,

either in rupees and/or in such other foreign currencies as may be permitted by law from time to

time, and/or any other instruments/securities or otherwise and whether unsecured or secured by

mortgage, charge, hypothecation or lien or pledge of the assets, licences and properties, whether

immovable or movable and all or any of the undertaking of the Company, notwithstanding that the

moneys to be borrowed together with the moneys already borrowed by the Company (apart from

temporary loans obtained from the Company's bankers in the ordinary course of business) will or

may exceed the aggregate of the paid-up capital of the Company, its free reserves and securities

premium, so that the total amount upto which the moneys may be borrowed by the Company and

outstanding at any time shall not exceed the sum of Rs. 14,000 Crore (Rupees Fourteen

Thousand Crore Only).

RESOLVED FURTHER THAT in connection with the aforesaid, the Board of Directors (including

any Committee thereof), be and is hereby authorized to do all such acts, deeds, matters and

things as may be deemed necessary, desirable, proper or expedient for the purpose of giving

effect to this resolution and for matters connected therewith or incidental thereto."

Certified true Copy

For L&T Infra Debt Fund Limited

Ankit Sheth

Authorised Signatory

Address: 6th Floor, Brindavan, CST Road, Kalina,

Santacruz (E), Mumbai - 400098

Date: April 25, 2019

Place: Mumbai


Registered Office

Plot no. 177, CTS No. 6970,6971, Vidyanagari Marg

CST Road, Kalina, Santacruz (East)

Mumbai 400 098, Maharashtra, India

ClN: L671 00MH2013PLC2411 04

T +91 2262125000

F +91 226621 7509

E [email protected] www.ltfs.com

mailto:[email protected]

http://www.ltfs.com

@ 1&1Financial Services

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHAREHOLDERS OF

L&T INFRA DEBT FUND LIMITED AT THE EXTRAORDINARY GENERAL MEETING HELD ON

APRIL 3,2019

APPROVAL FOR ISSUANCE OF NON CONVERTIBLE DEBENTURES DURING THE FY 2019-20

ON PRIVATE PLACEMENT BASIS:

"RESOLVED THAT pursuant to and subject to the provisions of Section 42 and 71 of the Companies

Act, 2013 ("the Act"), Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and

other applicable provisions, if any, of the Act (including any statutory modifications or re-enactments

thereof for the time being in force) and in accordance with the provisions of Securities and Exchange

Board of India (Issue & Listing of Debt Securities) Regulations, 2008, as amended from time to time,

the rules, regulations, guidelines and circulars, as amended from time to time, the Memorandum and

Articles of Association of the Company and subject to such other approvals as may be required from

regulatory authorities from time to time, consent of the Members, be and is hereby accorded to the

Board of Directors ("Board"), to offer, issue and allot, in one or more tranches, secured/unsecured non-

convertible debentures/bonds during FY 2019-20 on a private placement basis, for an amount not

exceeding in aggregate-' Rs. 7,000 Crore (Rupees Seven Thousand Crore only) on such terms and

conditions and at such times at par or at such premiumlldiscount, as may be decided by the Board to

such person or persons, including one or more companies, bodies corporate(s), statutory corporations,

commercial banks, lending agencies, financial institutions, insurance companies, mutual funds,

pension/ provident funds and individuals, as the case may be or such other person/persons as the

Board may decide so, for the purpose of meeting long term requirements of funds such that the total

issuance of secured/unsecured non-convertible debentures/bonds on a private placement basis during

FY 2019-20 does not exceed Rs. 7,000 Crore (Rupees Seven Thousand Crore only).

RESOLVED FURTHER THAT in connection with the aforesaid, the Board (including any Committee

thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed

necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for

matters connected therewith or incidental thereto.

Certified true Copy

For L&T Infra Debt Fund Limited

Ankit Sheth

Authorised Signatory

Address: 6th Floor, Brindavan, CST Road, Kalina,

Santacruz (E), Mumbai - 400 098


Place: Mumbai


Registered Office

Plot no. 177, CTS No. 6970,6971, Vidyanagari Marg



CIN: L671 00MH2013PLC2411 04

T +91 2262125000

F +91 226621 7509



http://www.ltfs.com

e I.&T Financial Services

»CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHAREHOLDERS OF L&T INFRA

DEBT FUND LIMITED AT THE EXTRAORDINARY GENERAL MEETING HELD ON APRIL 3,2019

CREATION OF MORTGAGE/CHARGE ON THE ASSETS:

"RESOLVED THAT in supersession of the earlier resolution passed by the Members at their Meeting held

on April 2, 2018 and pursuant to and subject to the provisions of Section 180(1)(a) and other applicableprovisions, if any, of the Companies Act, 2013 ("the Act"), as amended from time to time, the Memorandum

and Articles of Association of the Company and subject to such other approvals and permissions as may be

required, consent of the Members, be and is hereby accorded, to sell, mortgage and / or charge, in additionto the mortgages / charges created / to be created by the Company in such form and manner and with such

ranking and at such time and on such terms and conditions as may be determined, on all or any of themovable and / or immovable properties, and / or the interest held by the Company in all or any of themovable and / or immovable properties, both present and future and / or the whole or any part of the

undertaking(s) of the Company, together with the power to take over the management of business and

concern of the Company in certain events of default, in favour of lender(s), agent(s), and trustee(s) for

securing the borrowings of the Company availed / to be availed by way of loan(s) (in foreign currency and/or

rupee currency) and securities (comprising fully/partly convertible debentures and/or nonconvertible

debentures with or without detachable or non-detachable warrants and lor secured premium notes and / orfloating rate notes / bonds or other debt instruments), issued / to be issued by the Company, from time to

time, subject to the limits approved under Section 180(1)(c) of the Companies Act, 2013, from time to time,

together with interest at the respective agreed rates, additional interest, compound interest in case of

default, accumulated interest, liquidated damages, commitment charges, premium on prepayment,

remuneration of the agent(s)and / or trustee(s), premium (if any) on redemption, all other costs, charges and

expenses, including any increase as a result of devaluation / revaluation / fluctuation in the rates of

exchange and all other monies payable by the Company in terms of the Loan Agreement(s),Heads ofAgreement(s), Debenture Trust Deed(s) or any other agreement /document, entered into / to be entered

into between the Company and the lender(s) / investor(s) / agent(s) and / or trustee(s), in respect of the said

loans, borrowings / debentures and containing such specific terms and conditions and covenants in respect

of enforcement of security as may be stipulated in that behalf and agreed to between the Company and the

lender(s), agent(s) and / or trustee(s);

RESOLVED FURTHER THAT in connection with the aforesaid, the Board of Directors (including any

Committee thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be

deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for

matters connected therewith or incidental thereto.

Certified true Copy

For L&T Infra Debt Fund limited

~~Ankit Sheth

Authorised SignatoryAddress: 6th Floor, Brindavan, CST Road, Kalina,

Santacruz (E), Mumbai - 400 098


Place: Mumbai


Registered Office

Plot no. 177. CTS No. 6970,6971, Vidyanagari Marg



ClN: L671 00MH2013PLC2411 04

T +91 2262125000

F +91 226621 7S09



http://www.ltfs.com

ANNEXURE K: DISCLOSURE OF CASH FLOWS AND SCENARIO ANALYSIS


Disclosure of Cash Flows (By way of illustration)

Any change in the below mentioned data due to unforeseeable circumstances in the future during the tenure of the MLDs would be intimated to Stock Exchange and the Debenture Trustees before effecting the change. The terms ‘Reference Index’, ‘Initial Fixing Level’, ‘Initial Fixing Date’, ‘Final Fixing Level’ and ‘Final Fixing Date’ are as defined in the Terms of Issue.

I. If Final Fixing Level >= 25% of Initial Fixing Level:

Date

Outflows Redemption Amount

A B

31-Jan-2020 -10,00,000

28-Feb-2025 14,90,519

Calculated Yield (XIRR i.e IRR based on schedule of cash flows1) 8.17%

II. If Final Fixing Level < 25% of Initial Fixing Level:

Date

Outflows Redemption Amount

A B

31-Jan-2020 -1,000,000.00

28-Feb-2025 1,000,000.00

Calculated Yield (XIRR i.e., IRR based on schedule of cash flows1) 0.00%

1 Implied annualized return to investor on IRR basis. For avoidance of doubt, cash flow to investor is only on maturity date.

Scenario Analysis Graphical Representation:

-

The following table shows the value of the MLD at maturity under different market conditions:

Scenario Scenario Details

Initial Fixing Level

Corresponding YTM2 of Reference Index at

Initial Fixing Date

Assumed Final

Fixing Level

Corresponding YTM range of

Reference Index

at Final Fixing Date

Annualized

Return to

Investor (IRR)

Investment Amount (Rs.) per

MLD

Value of MLD (Rs.)

on Maturity Date

Moderately falling to rising market conditions

If Final Fixing Level > = 75% of Initial Fixing Level

98.66 6.64% >=73.995 <=14.12% 8.17% 10,00,000 14,90,519

Substantially falling conditions

If Final Fixing Level < 75% of Initial Fixing Level but > = 25% of Initial Fixing Level

98.66 6.64% <73.995

but >=24.665

>14.12% but <= 47.72%

8.17% 10,00,000 14,90,519

Extreme falling conditions

If Final Fixing Level < 25% of Initial Fixing Level

98.66 6.64% <24.665 > 47.72% 0% 10,00,000 10,00,000

The above table is for illustration purposes only.

2 Yield to Maturity

0% 0% 0% 0%

8.17%8.17% 8.17% 8.17% 8.17% 8.17% 8.17% 8.17% 8.17%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

An

nu

aliz

ed R

etu

rn t

o In

vest

or

Final Fixing Level / Initial Fixing Level as %

25%

Offer Document and Private Placement Offer Letter – For Private Circulation Only

Strictly Privileged & Confidential

ANNEXURE L: RELATED PARTY TRANSACTIONS


RELATED PARTY TRANSACTIONS (DURING THE LAST THREE FINANCIAL YEARS)

Related party transactions for 2017-18 and 2016-17 (In accordance with I-GAAP)

Sr. No. Nature of Transactions 2017-2018 (Rs In Lakhs)

2016-2017 (Rs In Lakhs)

1 Equity capital infused by (including share

premium):-

L&T Infrastructure Finance Company

Limited


L&T Finance Limited (erstwhile Family

Credit Limited)

3,385.69

1,635.33

1,980.44

-

-

-

2 Rent



Credit Limited)

115.01

-

4.82

0.69

3. Other Expenses Paid


L&T Capital Company Limited

1.76

-

0.68

12.20

4. Brand License Fee


793.87

497.34

5. Asset Management Fee / Hold Period Fee


Limited

26.54

610.60

6. Purchase of Loan Assets


Limited


Credit Limited)

90,305.93

41,821.00

50,911.94

27,474.29

7. Trade Payable


-

1.08

8. Trade Receivable


Limited


Credit Limited)


-

-

4.16

2.53

2.78

-

9.

Management Fees

L&T Finance Holdings

33.00

-

Related Party Transaction for 2018-19 (in accordance with IND AS)

Transactions during the Period

Sr. No.

Nature of Transaction* 2018-19 (Rs In Crore)

1 Equity Capital infused(including securities

premium)


--

L&T Finance Limited

--


--

2 Purchase of Loan Accounts


337.16

L&T Finance Limited

248.03

3 Rent Paid


1.22

4 Brand License Fees


6.94

5 Management Fee Paid


0.82

6 Asset Management Fee/ Hold Period Fee


--

7 Other Expenses paid to


0.05


0.01

8 Security deposit given


0.39

9 Interest on security deposit


0.01

10 ESOP Cost


0.38

11. Compensation paid to key managerial personnel (Rs in Crores)

Name of Key

Management

Personnel

Short Term

employee benefits

Post-Employment

Benefits

Other Long Term

Benefits

Total

Mr. Shiva

Rajaraman**

2.02

--

--

2.02

Mr. Arun

Ramanathan

0.12

--

--

0.12

Mr. Thomas

Mathew T.

0.16

--

--

0.16

Ms. Nishi Vasudeva 0.16 -- -- 0.16

Balances as on 31-03-2019

S. No.

Balances

As at March

31,2019

(Rs In

Crore)

1 Accounts Payable

Larsen & Toubro Limited*** 0.00

L&T Finance Holdings Limited 0.20

L&T Infrastructure Finance Company Limited 0.38

2 Accounts Receivable

L&T Finance Limited 0.35

L&T Infrastructure Finance Company Limited 0.33

Larsen & Toubro Limited 0.02

3 Rent Deposits

L&T Financial Consultants Limited 0.41

4 Brand License Fees Payable

Larsen & Toubro Limited 7.36

*Transaction shown above are excluding of GST, if any.

** Managerial Remuneration excludes provision for gratuity, pension and compensated absences, since it

is provided on actuarial basis for the company as a whole.

*** Amount is less than Rs. 50,000/-

January 31, 2020 L&T INFRA DEBT FUND LIMITED...2020/02/06 · Serial No. 1 Addressed To: IIFL...

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Transcript of January 31, 2020 L&T INFRA DEBT FUND LIMITED...2020/02/06 · Serial No. 1 Addressed To: IIFL...