Housing Development Fin. Corp. Ltd. Sale of stake in two wholly-owned subsidiaries (3239A)

TIDM60CX

RNS Number : 3239A

Housing Development Fin. Corp. Ltd.

23 May 2023

Ref. No.: SE/2023-24/70

May 22, 2023

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,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - (i) sale of the entire stake held by the Corporation in two of its wholly-owned subsidiaries. Viz. HDFC Property Ventures Limited ("HPVL") and HDFC Venture Capital Limited ("HVCL"); and (ii) withdrawal of the Scheme of Amalgamation for the amalgamation of HPVL and HVCL with and into HDFC Capital Advisors Limited ("HCAL"), a subsidiary of the Corporation

We wish to inform you that the Corporation today i.e. on May 22, 2023 entered into a Share Purchase Agreements for sale of entire stake held by it in two of its wholly owned subsidiaries viz. HPVL and HVCL to Vividh Distributors Private Limited and its six nominees, for a consideration amount of Rs. 1.20 crore and Rs. 0.30 crore respectively (collectively, the "Sale Transaction").

Further, we wish to draw your reference to the intimations made by the Corporation to stock exchanges on August 25, 2022 and August 31, 2022 wherein we had informed about the proposed amalgamation of HPVL and HVCL with and into HCAL and filing of an application containing a Scheme of Amalgamation in relation to the same, with the National Company Law Tribunal, Mumbai Bench ("NCLT").

In connection with the above, we further inform you that the Boards of Directors of HPVL, HVCL and HCAL at their respective meetings held today i.e. on May 22, 2023, have decided to withdraw the said Scheme of Amalgamation for the amalgamation of HPVL and HVCL with and into HCAL and make necessary application in this regard, to NCLT.

The details required to be disclosed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Sale Transaction, are as below:

 
 Particulars                                           Details 
 The amount and percentage      HDFC Property Ventures       HDFC Venture Capital 
  of the turnover or             Limited (HPVL)               Limited (HVCL) 
  revenue or income and          Total revenue of HPVL        Total revenue of HVCL 
  net worth contributed          during FY 22-23: Rs.         during FY 22-23: Rs. 
  by such unit or division       68.87 crore                  4.78 crore 
  of the listed entity           Net-worth of HPVL as         Net-worth of HVCL as 
  during the last financial      on March 31, 2023: Rs.       on March 31, 2023: 
  year                           21.66 crore*                 Rs. 0.46 crore 
                               ---------------------------  ------------------------- 
 Date on which the agreement    May 22, 2023 
  for sale has been entered 
  into 
                               ------------------------------------------------------ 
 The expected date of           June 30, 2023 or effective date of the amalgamation 
  completion of sale/            of the Corporation with and into HDFC Bank 
  disposal                       Limited, whichever is earlier. 
                               ------------------------------------------------------ 
 Consideration received         10,00,000 equity shares      5,00,000 equity shares 
  from such sale/disposal        would be sold for a          would be sold for a 
                                 consideration of Rs.         consideration of Rs. 
                                 12 per share aggregating     6 per share aggregating 
                                 to Rs. 1,20,00,000/-         to Rs. 30,00,000/- 
                               ---------------------------  ------------------------- 
 Brief details of buyers        Vividh Distributors Private Limited and its 
  and whether any of             six nominees would be purchasing the shares 
  the buyers belong to           of HPVL and HVCL from the Corporation. Vividh 
  the promoter/ promoter         Distributors Private Limited was incorporated 
  group/group companies.         in the year 1989 and is engaged in the business 
  If yes, details thereof        of distribution of pharmaceutical products. 
 
                                 Vividh Distributors Private Limited does 
                                 not belong to the promoter/ promoter group/ 
                                 group companies and is not even a related 
                                 party of the Corporation. 
                               ------------------------------------------------------ 
 Whether the transaction        The Sale Transaction is not a related party 
  would fall within related      transaction for the Corporation. The sale 
  party transactions?            is made on an "arms' length basis" since 
  If yes, whether the            the consideration value is based on independent 
  same is done at "arms          valuation reports. 
  length" 
                               ------------------------------------------------------ 
 Additionally, in case          Not applicable 
  of a slump sale, indicative 
  disclosures provided 
  for amalgamation/ merger, 
  shall be disclosed 
  by the listed entity 
  with respect to such 
  slump sale 
                               ------------------------------------------------------ 
 

* Subsequent to the last financial year end, the Company declared dividend aggregating

Rs. 10.25 crore which was paid in May 2023.

Kindly note that post consummation of the proposed Sale Transaction, HPVL and HVCL would cease to be subsidiaries of the Corporation.

You are requested 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 Ltd.

Ajay Agarwal

Company Secretary

cc: London Stock Exchange,

10, Paternoster Square, London, EC4M 7LS

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May 23, 2023 02:00 ET (06:00 GMT)