Housing Development Fin. Corp. Ltd. Scheme of arrangement

TIDM60CX

RNS Number : 0826D

Housing Development Fin. Corp. Ltd.

17 October 2022

Ref. No.: SE/2022-23/195

October 17, 2022

BSE Limited National Stock Exchange of India Limited

P. J. Towers Exchange Plaza, Plot No. C/1, G Block

   Dalal Street                                                                 Bandra-Kurla Complex

Mumbai 400 001 Bandra (East), Mumbai 400 051

   Kind Attn: Sr. General Manager                               Kind Attn: Head - Listing

DCS - Listing Department

Dear Sirs/Madam,

Sub: Notice convening the Meeting of the Equity Shareholders (which includes Public Shareholders) of Housing Development Finance Corporation Limited ("the Corporation") pursuant to order dated October 14, 2022 ("Order") passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai ("NCLT")

   Ref:     Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is in connection with our letter dated August 6, 2022 informing that the Corporation had

e-filed a Joint Company Scheme Application in relation to the Composite Scheme of Amalgamation among HDFC Investments Limited ("Transferor Company No. 1") and HDFC Holdings Limited ("Transferor Company No. 2") and the Corporation ("Transferee Company"/"Amalgamating Company") and HDFC Bank Limited ("Amalgamated Company") and their respective shareholders and creditors ("Scheme"), with the Hon'ble NCLT.

The Hon'ble NCLT, by way of its order dated October 14, 2022 ("Order") has inter alia directed the Corporation to convene a meeting of its equity shareholders (which include public shareholders), to approve the arrangement embodied in the Scheme under Sections 230 to 232 of the Companies Act, 2013 ("Act") and other applicable provisions thereof and applicable rules thereunder, on Friday, November 25, 2022, at 11.00 a.m. (1100 hours) IST through Video Conference ("VC").

Accordingly, we hereby enclose the following for your information and record:

   1.     Notice dated October 17, 2022 convening the said meeting;

2. Explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Act and the rules made thereunder; and

   3.     Enclosures as indicated in the Index to the aforesaid Notice which includes the Scheme.

We would like to inform you that the said documents are also uploaded on the website of the Corporation viz. www.hdfc.com.

The Corporation would provide e-voting facility to its equity shareholders to enable them to cast their votes through remote e-voting and e-voting during the Meeting. Some of the important details regarding remote e-voting are provided below:

 
 Even                             122542 
 Cut-off date for determining     Friday, November 18, 2022 
  the members entitled to vote 
                                 --------------------------------- 
 Remote e -voting period and      Tuesday, November 22, 2022 (9:00 
  time                             a.m.) to Thursday, November 24, 
                                   2022 (5:00 p.m.)* 
                                 ---------------------------------

*E-voting will also be made available during the Meeting, for those equity shareholders of the Corporation who have not voted through remote

e-voting.

As required under the proviso to Section 230(3) of the Companies Act, 2013, we request the Stock Exchanges to kindly upload the Notice dated October 17, 2022 along with the other documents mentioned above on your respective websites.

We request you to kindly take the same on record.

http://www.rns-pdf.londonstockexchange.com/rns/0826D_1-2022-10-17.pdf

Thank you.

Yours faithfully,

For Housing Development Finance Corporation Limited

Ajay Agarwal

Company Secretary

Encl. a/a

Cc. London Stock Exchange

10, Paternoster Square, London, EC4M 7LS

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