The Directors have pleasure in presenting their Annual Report together
 with the Accounts of your Company for the year ended March 31, 2012.
 
 Financial Results
 
 The summarized financial results of the Company are given hereunder
 
                                                        (Rs. Lakhs)
 
 Particulars                                      2011-12      2010-11
 
 Gross Income                                   12,942.14       569.38
 
 Profit before Tax                               8,889 99         2152
 
 Provision for Tax                               1,764.96         8.00
 
 Prof it after Tax                               7,125 03        13 52
 
 Add : Balance brought forward
 from previous year                                233.81       223.29
 
 Balance available for
 appropriation                                   7,358.84       236.81
 
 Appropriations:
 
 Statutory Reserve                               1,425.01         3.00
 
 Surplus carried forward to                      5,933.83       233.81
 
 Balance Sheet
 
 Appropriations
 
 The Company proposes to transfer Rs. 1,425.01 lakhs (Previous year Rs.
 3 lakhs) to Special Reserve created u/s 45—IC of Reserve Bank of India
 Act, 1934 and retain Rs. 5,933.83 lakhs (Previous year Rs. 233.81
 lakhs) in the Profit and Loss Account of the Company
 
 Dividend
 
 Your Directors have considered it financially prudent in the long- term
 interests of the Company to reinvest the profits into the business of
 the Company to build a strong reserve base and grow the business of the
 Company. No dividend has therefore been recommended for the year ended
 March 31, 2012
 
 Year In Retrospect
 
 On July 7, 2011, the Company has, by way of a pre-lPO placement,
 allotted 60,000,000 equity shares to two investors for an aggregate
 consideration of Rs. 3,300,000,000 at a price of Rs. 55/- per equity
 share.  Further, pursuant to the prospectus dated August 3, 2011, the
 Company has on August 6, 2011, issued and allotted 27,330,300 equity
 shares to Anchor Investors at Rs. 56/- per equity share, 10,000,000
 equity shares to eligible employees at Rs. 50/- per equity share and
 200,375,061 equity shares to the Public at Rs. 52/- per equity share,
 in all aggregating to 237,705,361 equity shares for an aggregate
 consideration of Rs.  12,449,999,972.
 
 In the backdrop of weak appetite of the investors in general to
 corporate offerings in the primary market, the Initial Public Offering
 (IPO) of your Company received an overwhelming response across all
 categories. The Issue was widely subscribed across the band. The shares
 of the Company were listed on National Stock Exchange of India Limited
 and BSE Limited on August 12, 2011.
 
 During the year, the Company has issued 31,825 equity shares to various
 employees pursuant to their exercise of stock options under ESOP 2010
 scheme.
 
 The paid up capital of your Company increased to Rs. 17,147,616,120 as
 at March 31, 2012 from Rs. 14,170,244,260 as at March 31, 2011, post 
 allotment of Pre IPO and IPO Shares and exercise of employee stock 
 options
 
 New Initiatives and Diversification
 
 During the year, your Company had identified a few new opportunities
 with a view to diversify its business so as to make its offerings
 holistic and insulate its investors from slowdowns due to sector
 specific business exposures.
 
 With the signing of definitive agreements for the acquisition of Indo
 Pacific Housing Finance Limited (IPHF), a small sized housing finance
 company during the later part of the year, your Company has announced
 its entry into the housing finance business. Consummation of the
 transaction is subject to regulatory approvals.
 
 Further, L&T Finance Limited, a subsidiary of your Company has executed
 definitive agreements to acquire, directly or through one of its
 subsidiaries, FIL Fund Management Private Limited (Fidelity AMC) & FIL
 Trustee Company Private Limited, the companies carrying on the mutual
 fund business of Fidelity in India, subject to regulatory approvals.
 Your Directors wish to inform you that the acquisition would help
 deepening the presence of your Company across various sectors in
 financial services through the operations of its subsidiaries, besides
 reinforcing its brand connecting lakhs of retail investors.
 
 Fixed Deposits
 
 The Company has not accepted any public deposits
 
 Directors
 
 Mr. Y. M. Deosthalee who was earlier associated with the Company in the
 capacity of Non-Executive Chairman has been appointed as the Chairman &
 Managing Director of the Company from September 6, 2011, subject to the
 approval of the shareholders of the Company
 
 During the year, the Company has appointed Ms. Kamakshi Rao as an
 Additional Director of the Company. Ms. Rao holds office up to the date
 of ensuing Annual General Meeting of the Company and is eligible for
 re-appointment.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. A. K. Jain, Mr. S.  V.
 Haribhakti and Mr. B. V. Bhargava retire by rotation at the ensuing
 Annual General Meeting and are eligible for re- appointment.
 
 Employee Stock Option Scheme
 
 The disclosures required to be made under the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, together with a certificate obtained
 from the Statutory Auditors, confirming compliance thereto, are
 provided in Annexure A forming part of this Report.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement entered into with the
 Stock Exchanges, a report on Corporate Governance and a certificate
 obtained from the Statutory Auditors confirming compliance thereto, is
 given as Annexure B to this Report.
 
 Management Discussion & Analysis
 
 Management Discussion & Analysis is given elsewhere in this Annual
 Report.
 
 Auditors
 
 The Auditors, M/s. Sharp & Tannan (S&T), hold office until the
 conclusion of the ensuing Annual General Meeting and are recommended
 for re-appointment. Certificate from the Auditors has been received to
 the effect that their re-appointment, if made, would be within the
 limits prescribed under Section 224(1 B) of the Companies Act, 1956.
 S&T has submitted the Peer Review Certificate dated September 21, 2010
 issued to them by the Institute of Chartered Accountants of India
 (ICAI).
 
 Particulars of Employees
 
 The Board of Directors wishes to express its appreciation to all the
 employees for their outstanding contribution to the operations of the
 Company during the year. The information required under Section 217(2A)
 of the Companies Act, 1956, and the Rules made thereunder, is provided
 in the Annexure forming part of the Report. In terms of Section 219(1
 )(b)(iv) of the Act, the Report and Accounts are being sent to the
 shareholders excluding the aforesaid Annexure. Any shareholder
 interested in obtaining a copy of the same may write to the Company
 Secretary. None of the employees listed in the said Annexure is related
 to any Director of the Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 In view of the nature of activities being carried on by the Company,
 Rules 2A and 2B of the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, concerning conservation of
 energy and technology absorption respectively, are not applicable to
 the Company.
 
 There were no foreign exchange earnings during the year (Previous year
 Rs. Nil); the foreign exchange used by the Company during the year was
 Rs.  527.69 lakhs (Previous year Rs. Nil) towards professional fees and
 Directors'' sitting fees.
 
 Depository System
 
 As the Members are aware, the Company''s shares are compulsorily
 tradable in electronic form. As on March 31, 2012, 0.0002% of the
 Company''s total paid up capital representing 3,315 shares is in
 physical form and remaining capital is in Demat form. In view of the
 numerous advantages offered by the Depository system, the Members
 holding shares in physica mode are advised to avail of the facility of
 dematerialization
 
 Subsidiary Companies
 
 The Company has the following direct and indirect subsidiary companies:
 
 1.  L&T Finance Limited (''L&T Finance'')
 
 2.  L&T Infrastructure Finance Company Limited (''L&T Infra'')
 
 3.  L&T FinCorp Limited (''L&T FinCorp'')
 
 4.  L&T Investment Management Limited (''L&T IM'')
 
 5.  L&T Mutual Fund Trustee Limited (''L&T MF Trustee'')
 
 6.  L&T Infra Investment Partners Advisory Private Limited (''L&T Infra
 Invt. Partners Advisory'')
 
 7.  L&T Infra Investment Partners Trustee Private Limited (''L&T Infra
 Invt. Partners Trustee'')
 
 8.  L&T Access Financial Advisory Services Private Limited (''L&T
 Access'')
 
 9.  L&T Unnati Finance Limited (''L&T Unnati'')
 
 During the year, the Company has made strategic investments of Rs.
 72,500 lakhs in its wholly owned subsidiaries, L&T Finance Limited, L&T
 Infrastructure Finance Company Limited and L&T FinCorp Limited
 (formerly India Infrastructure Developers Limited), to provide capital
 to these companies to enable them to raise resources for their
 continued business growth
 
 The Ministry of Corporate Affairs, vide its Circular No. 2/2011 dated
 February 8, 2011, has granted general exemption under Section 212(8) of
 the Companies Act, 1956, for not attaching annual reports of subsidiary
 companies subject to certain conditions being fulfilled by the Company.
 As required under the circular, the Board of Directors has, at its
 meeting held on Apri 26, 2012, passed a resolution giving consent for
 not attaching the Balance Sheet of the subsidiary companies. The
 Company has also given the required information on subsidiary companies
 in this Annual Report. The Shareholders who wish to have a copy of the
 full report and accounts of the subsidiaries will be provided the same
 on receipt of a written request from them These documents will be
 placed on the Company''s website viz. www.ltfinanceholdings.com and will
 also be available for inspection by any shareholder at the Registered
 Office of the Company, on any working day during business hours
 
 Consolidated Financial Statements
 
 Your Directors have pleasure in attaching the Consolidated Financial
 Statements pursuant to Clause 32 of the Listing Agreement entered into
 with the Stock Exchanges and prepared in accordance with the Accounting
 Standards prescribed by the Institute of Chartered Accountants of India
 in this regard The Auditors'' Report to the Shareholders does not
 contain any qualification
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representations received from the Operating Management,
 and after due enquiry, confirm that:
 
 1) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there has been no material departure;
 
 2) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2012 and of the profit of the Company
 for the year ended on that date;
 
 3) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act 1956 for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 4) the annual accounts have been prepared on a going concern basis; and
 
 5) proper systems are in place to ensure compliance of all laws
 applicable to the Company
 
 Auditors'' Report
 
 The Auditors'' Report is unqualified. The notes to the Accounts referred
 to in the Auditors'' Report are self-explanatory and therefore do not
 call for any further clarifications under Section 217(3) of the
 Companies Act, 1956.
 
 Reserve Bank of India Regulations
 
 The Company has complied with all the applicable regulations of the
 Reserve Bank of India as on March 31, 2012
 
 Acknowledgement
 
 The Board of Directors would like to thank Reserve Bank of India and
 other Regulatory/ Government authorities and Stock Exchanges for their
 support and stakeholders for their continued co-operation and support.
 
                      For and on behalf of the Board of Directors
 
                          Y. M. Deosthalee       N. Sivaraman
 
                          Chairman & Managing    President &
 
                          Director               Whole-time Director
 
                                                 Date  : April 26, 2012
 
                                                 Place : Mumbai