Ref. No. SE/2019-20/46

May 13, 2019

BSE Limited                                                                           National Stock Exchange of India Limited

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

Dalal Street,                                                                            Bandra-Kurla Complex, Bandra (East),

Mumbai 400 001.                                                                   Mumbai 400 051.

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

                             DCS - Listing Department

Dear Sirs,

Sub:     Outcome of Board Meeting

We wish to inform you that at the meeting of the Board of Directors of the Corporation held today i.e., May 13, 2019, the Board has approved the audited financial results of the Corporation (both standalone and consolidated) for the year ended March 31, 2019, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

We would like to state that the statutory auditors of the Corporation have issued audit reports with unmodified opinion on the financial statements.

A copy of the said results along with the Reports issued by the Statutory Auditors of the Corporation with unmodified opinion are enclosed herewith and the same are being uploaded on the website of the Corporation i.e. www.hdfc.com and will also be published in the newspapers, in the format prescribed under Regulation 47 of the Listing Regulations.

We also enclose herewith the disclosures in accordance with Regulation 52(4) of the Listing Regulations. A copy of the same duly signed by the Debenture Trustees will be sent to you within the time period stipulated under the said Regulations.

42^nd Annual General Meeting:

The Board approved that the 42^nd Annual General Meeting of the Members of the Corporation be held on Friday, August 2, 2019 at 2.30 p.m. at "Birla Matushri Sabhagar", 19, New Marine Lines, Mumbai 400 020.

Dividend:

The Board recommended a final dividend of ` 17.50 per equity share of face value of ` 2 each for the financial year 2018-19. The total dividend for the year (including the interim dividend of ` 3.50 per equity share) is ` 21 per equity share as against ` 20 per equity share for the previous year.

Dividend payment date: Saturday, August 3, 2019.

Closure of Register of Members and Share Transfer Books:

The Register of Members and the Share Transfer Books of the Corporation shall remain closed from Tuesday, July 23, 2019 to Friday, August 2, 2019 (both days inclusive) for taking record of the members of the Corporation for the purpose of payment of final dividend for the financial year 2018-19.

Re-appointment of Directors:

The Board, on the recommendation of the Nomination and Remuneration Committee of Directors, approved the re-appointment of Mr. Nasser Munjee (DIN: 00010180) and Dr. J. J. Irani (DIN: 00311104) as Independent Directors of the Corporation for a term of 2 (two) consecutive years each with effect from July 21, 2019, subject to the approval of the Members at the ensuing Annual General Meeting.

The Corporation hereby confirms that Mr. Nasser Munjee and Dr. J. J. Irani are not debarred from holding office of director by virtue of any order passed by SEBI or any such authority and are not related to any Directors or Key Managerial Personnel of the Corporation. The brief profile of Mr. Nasser Munjee and Dr. J. J. Irani is enclosed herewith as Annexure A.1.

Issue of Debt Securities:

The Board also approved issuance of Redeemable Non-Convertible Debentures (secured or unsecured) and/or any other hybrid instruments (not in nature of equity shares) up to ` 1,25,000 crore on a private placement basis in terms of the provisions of Section 42 and other applicable provisions of the Companies Act, 2013, subject to approval of the Members at the ensuing Annual General Meeting.

Please note that the said Board meeting commenced at 8.45 a.m. and concluded at 11.55 a.m.

Please note that in terms of the HDFC Share Dealing Code and the SEBI (Prohibition of Insider Trading) Regulations, 2015, the window for trading in Securities of the Corporation by its employees and directors of the Corporation will open from Thursday, May 16, 2019.

We request you to take note of the above and arrange to bring this to the notice of all concerned.

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     

cc: All recognised Stock Exchanges in India

cc: NSDL: Kind Attn: Ms. Neha D                   : Fax No: 022-66608035

cc: CDSL: Kind Attn: Mr. Prem Mariwala        : Fax No: 022-22723199

Annexure - A.1

Brief Profile of Mr. Nasser Munjee

Mr. Nasser Munjee (DIN: 00010180) holds a Master's degree in Economics from the London School of Economics, UK. He is deeply interested in development and infrastructure issues. He has consulted across the world on housing finance with the Asian Development Bank, World Bank, United Nations Capital Development Fund (UNCDF) and UN (Habitat) including in Sri Lanka, Bhutan, Ethiopia, Thailand and Indonesia. Mr. Munjee was also on the executive committee of the International Union of Housing Finance Institutions and editor of its flagship journal Housing Finance International for five years. He is the Chairman of DCB Bank Limited. He was earlier the Executive Director of the Corporation and was working with the Corporation from 1978 to 1998. He has been a Director of the Corporation since 1993. He is also the Chairman of Risk Management Committee and a member of the Audit Committee of Directors and Nomination and Remuneration Committee of Directors.

Brief Profile of Dr. J. J. Irani

Dr. J. J. Irani (DIN: 00311104) holds a Master's degree in Science from the Nagpur University. He also holds a Master's and Doctorate degree in Metallurgy from University of Sheffield, UK. The President of India conferred on him the award of Padma Bhushan in 2007 for his services to trade and industry in India. Queen Elizabeth II conferred on him honorary Knighthood (KBE) for his contribution to Indo-British Trade and Co-operation. He has been a Director of the Corporation since 2008. He is also the Chairman of Stakeholders Relationship Committee of Directors and the Nomination and Remuneration Committee of Directors.

Annexure - A.2

Disclosures in compliance with Regulation 52(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31, 2019.

·    The Secured Redeemable Non-Convertible Debentures (NCDs) issued by the Corporation have been assigned the highest rating of 'CRISIL AAA/Stable' and 'ICRA AAA/Stable'.

·    Asset cover available as on March 31, 2019, in case of the NCDs issued by the Corporation is 2.97

·    Debt-Equity ratio as on March 31, 2019 is 4.72

·    The Corporation has paid interest and principal on NCDs on due dates. Details of payment of interest/ principal of the Secured Redeemable Non-Convertible Debentures as required under Regulation 52(4)(d) and Regulation 52(4)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in Annexure - A-1.

·    Intimation in terms of Regulations 30 and 57(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding payment of interest and principal amount in respect of all listed debt securities is submitted to the stock exchanges as and when the payment is done by the Corporation and the same is also sent to the Debenture Trustees.

·    Debt service coverage ratio as on March 31, 2019 is 0.49

·    Interest service coverage ratio as on March 31, 2019 is 1.47

·    The Corporation is not required to create Debenture Redemption Reserve as per the General Circular no. 4/2003 dated January 16, 2003 issued by the Department of Company Affairs and Rule 18(7) (b) (ii) of Companies (Share Capital and Debentures) Rules, 2014.

·    Net worth as on March 31, 2019 is `77,355.47 crore.

·    Net Profit after Tax for the year ended March 31, 2019 is ` 9,632.46 crore.

·    Earnings per share as on March 31, 2019: Basic ` 56.53 and Diluted ` 56.08

Annexure - A.3

Details of payment of interest/ principal of the Secured Redeemable Non-Convertible Debentures in accordance with Regulation 52(4)(d) and Regulation 52(4)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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