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THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“U.S. SECURITIES ACT”) EXCEPT FOR THESE PURPOSES U.S. PERSONS INCLUDE PERSONS WHO WOULD OTHERWISE HAVE BEEN EXCLUDED FROM SUCH TERM SOLELY BY VIRTUE OF RULE 902(k)(1)(viii)(B) OR RULE 902(k)(2)(i) OF SUCH DEFINITION). THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY L&T FINANCE HOLDINGS LIMITED (THE “COMPANY”) SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”).

Please read this notice carefully as it applies to all persons who view this site.

The placement and distribution of this Placement Document, dated March 13, 2018 (this “Placement Document”) is being done in reliance on Chapter VIII of the SEBI Regulations and Sections 42 and 62 of the Companies Act, 2013, as amended, and the rules made thereunder.

The materials placed herein (the “Materials”) are so placed pursuant to the SEBI Regulations and are not intended to nor constitute an invitation to subscribe or a solicitation to offer to subscribe to the securities referred therein. Unless a pre-numbered Placement Document accompanied by an application form is addressed to a specific person inviting such person to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

Viewing this information may not be lawful in certain jurisdictions. Only persons located outside the United States may view this information.

Unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended that any offering of securities by the Company would be made directly or indirectly, in or into, the United States, or to or for the account or benefit of U.S. persons (as described above), except pursuant to an exemption from registration as described below.

The securities being referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Accordingly, subject to certain exceptions, such securities may not be offered, sold or otherwise transferred in or into the United States or to or for the account or benefit of U.S. persons (as described above). The information and document contained behind these screens should not be viewed by any persons resident or physically located in the United States.

The placement referred to herein is being made in reliance upon Chapter VIII of the SEBI Regulations and Sections 42 and 62 of the Companies Act, 2013, as amended and the rules made thereunder. This Placement Document is personal to each prospective investor to whom it is addressed and does not constitute an offer or invitation or solicitation of an offer to the public or any other person or class of investors within or outside India other than qualified institutional buyers, as defined in the SEBI Regulations (subject to certain exclusions as set forth in the Placement Document). This Placement Document has not been and will not be registered as a prospectus with any Registrar of Companies in India, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction.

The information in the Placement Document is as of the date thereof and neither the Company, its directors nor any of the Book Running Lead Managers is under any obligation to update or revise the Placement Document to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, the Book Running Lead Managers nor any of their respective affiliates, directors, officers and employees accept any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Placement Document in electronic format, and do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website does not constitute a recommendation by the Company, the Book Running Lead Managers, any of their respective affiliates or any other party to subscribe to or buy or sell the Equity Shares. Any other information contained on, or that can be accessed via our website does not constitute a part of the Placement Document.

If you are not permitted to view the Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DOWNLOAD, FORWARD, DISTRIBUTE OR DELIVER THE ATTACHED PLACEMENT DOCUMENT, IN WHOLE OR PART, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

To access this information, you must confirm by pressing on the button marked "I Confirm" that, at the time of access you are not located inside the United States. If you cannot make this confirmation, you must press the button marked "I Do Not Confirm".

By clicking on “I confirm”, you are further confirming that you:(1) are a qualified institutional buyer (as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2009, as amended) and you agree that the information contained herein is not an offer to the public or to any other class of investors; and (2) shall not base any investment decision on the information contained herein and you agree that the information contained herein is not an offer to the public or to any other class of investors.

The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation in India.

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