Lic Housing Finance Ltd. - Proxy Solicitation & Information Statement 2024

L 1lucHFLIC HOUSING FINANCE LTD

Ref:LICHFL/CS./PostalBallot-FY 2024-25/01

10th June, 2024

The Manager, Listing Deparbnent, National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai -400 051 Scrip ID:LICHSGFIN EQ Email: cmlist.Zi:·nse.co.in	The General Manager, Deparbnent of Corporate Services-Listing Dept., BSE Limited, 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001. Scrip Code :500253 Email: [email protected]

Dear Sir/ Madam,

Re: Notice of Postal Ballot for seeking approval of the Members for consideration of Appointment of Shri Anil Kaul (DIN 00644761) as an Independent Director of the Company

Notice for Postal Ballot in respect of the above captioned subject is being sent today i.e. on Monday June 10, 2024, over e-mail to shareholders/ Members of the Company whose name appear in the Register of Members/ Beneficial Owners received from the Registrar and Share Transfer Agent / through the depository records as on Friday, June 7, 2024 to their registered email ID, if any. The Company has engaged Link Inti.me India Private Limited ("LIIPL" or 11RTA11), its Registrar and Transfer Agent, for the purpose of providing remote e-voting facility to its members. The remote e-voting instructions are mentioned in the Notice.

The remote e-voting shall commence on Wednesday, June 12, 2024 at 9.00 A.M. (IST) and shall end on Friday, July 12, 2024 at 5:00 P.M. (IST). The Scrutinizer will submit his/Report to the Chairman/ the person(s) authorised by the Chairman of the Company after completion of scrutiny of the e-voting.

The results shall be declared on or before Monday, July 15, 2024 and communicated to Bombay Stock Exchange Limited (11BSE11) and National Stock Exchange of India Limited ("NSP), National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together the "Depositories"), Link Intime India Private Limited" or ''Registrar and Share Transfer Agent" or 11 RT A11 or "Link Intime") and will also be displayed on the Company's website W v w.lichousing.com.

The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting Friday, July 12, 2024. Copy of the Notice of Postal Ballot is attached herewith.

CIN NO.: L65922MH1989PLC052257 Website : www.lichousing.com

Corporate Office: LIC Housing Finance Ltd., 131 Maker Tower "F" Premises, 13th Floor, Cuffe Parade, Mumbai 400 005 Tel:+ 9122 2217 8600, Fax:+9122 2217 8 777, Email: [email protected].

Registered Office: UC Housing Finance Ltd. Bombay Life Bldg., 2nd fir., 45/4 7, Veer Nariman Rd , Fort, Mumbai• 400 001. Tel: + 91 22 2204 9682 /9 79 9 /0006, Fax: +9122 2204 9682, E-mail: [email protected].

9ucHFL LIC HOUSING FINANCE LTD

This is for your information and records.

Thanking you, Yours faithfully, For UC Housing Finance Limited VARSHA Digitally signed by VARSHA CHANDAR CHANDAR HARDASANI Date: 2024.06.10 15:21:51 HARDASANI +05'30' Ms. Varsha Hardasani Company Secretary & Compliance Officer Encl.: a/a.

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CIN NO. : L65922MH1989PLC05225 7 Website : www.licl1ousing.corn Corporate Office: UC Housing Finance Ltd., 131 Maker Tower "F" Premises, 13th Floor, Cuffe Parade, Mumbai 400 005 Tel:+ 9122 2217 8600, Fax:+9122 2217 8777, Email: [email protected].

Registered Office: UC Housing Finance Ltd. Bombay Life Bldg., 2nd fir., 45/4 7, V e r Nariman Rd, Fort, Mumbai - 400 001. Tel: + 9122 2204 9682 / 9 79 9 /0006, Fax: +9122 2204 9682 , E-mail: [email protected].

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LIC HOUSING FINANCE LIMITED

Registered Office: Bombay Life Building, 2nd Floor, 45/47, Veer Nariman Road, Mumbai - 400 001. Corporate Office: 131 Maker Tower, “F” Premises, 13th Floor, Cuffe Parade, Mumbai – 400 005. Tel.: 022-2217 8600, 2217 8700 Fax: 022-2217 8777

Corporate Identity Number: L65922MH1989PLC052257 Website: www.lichousing.com Email: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)]

Administration) Rules, 2014 and the	MCA Circulars (as defned below)]
VOTING STARTS ON	VOTING ENDS ON
Wednesday, June 12, 2024 at 9:00 AM(IST)	Friday, July 12, 2024 at 5:00 PM(IST)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs, Government of India (‘MCA’) for holding General Meetings/ conducting Postal Ballot process through e-Voting, vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, Circular No. 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 read with other relevant circulars including General Circular No. 11/2022 dated December 28, 2022, (collectively the ‘MCA Circulars’) , which are applicable as on the date of this notice Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable provisions, of the Act, Rules, Regulations, Circulars and Notifications (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force), for seeking approval of the shareholders by way of special resolution for matter as considered in the Resolution appended below through postal ballot (“Postal Ballot”) by way of remote e-voting only.

In terms of the MCA Circulars referred to above as also in compliance with the relevant SEBI Listing Regulations and the the applicable provisions in the Act read with the Rules framed thereunder, the manner of voting on the proposed resolution is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for E-voting are appended to this Notice.

Accordingly, in compliance with the requirements of MCA Circulars, LIC Housing Finance Limited (‘the Company’) is sending this Notice ONLY in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, physical copies of the Notice along with Postal Ballot Forms and pre-paid business reply envelopes are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through only the remote e-Voting system. The detailed procedure for remote e-Voting forms part of the ‘Notes’ section to this Notice.

Pursuant to section 102 and the other applicable provision of the Act, an explanatory statement pertaining to the said resolution setting out the material facts and the reasons/rationale thereof as on the date of this notice is annexed hereto as Annexure I to this Postal Ballot Notice (“Notice”) for your consideration and forms part of this notice. The Board of Directors of the Company (the Board) has appointed Shri P. S. Gupchup (Membership No. ACS 4631; CP No. 9900) Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot through the e-voting process in a fair and transparent manner.

Members holding equity shares of the Company are accordingly requested to follow the procedure as stated in the notes and instructions for casting of votes by e-voting.

The Company has engaged the services of Link Intime India Private Limited ( “LIIPL” or “RTA” ), its Registrar and Transfer Agent, for the purpose of providing remote e-voting facility to its members. The remote e-voting instructions are mentioned in the Notice. The remote e-voting shall commence on Wednesday, June 12, 2024, at 9.00 A.M. (IST) and shall end on Friday, July 12, 2024 at 5:00 P.M. (IST). The Members are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” to cast their vote electronically.

Members are requested to cast their vote through the e-voting process not later than on Friday, July 12, 2024, at 5:00 P.M. (IST) , failing which it will be strictly construed that no vote has been received from the member. The e-voting facility will be disabled by LIIPL immediately thereafter and will not be allowed beyond the said date and time.

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The Company has made arrangements for members to register their e-mail addresses. Therefore, those members who have not yet registered their e-mail addresses are requested to register the same by accessing the link https://liiplweb. linkintime.co.in/EmailReg/Email_Register.html

The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person(s) authorized by the Chairman after completion of scrutiny of the e-voting. The results shall be declared on or before Monday, July 15, 2024 and will be communicated to BSE Limited (“ BSE ”), National Stock Exchange of India Limited (“ NSE ”), National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) (together the “ Depositories ”), Link Intime India Private Limited” or “ Registrar and Share Transfer Agent ” or “ RTA ” or “ Link Intime ”) and will also be displayed on the Company’s website http:// www.lichousing.com/ and in the Notice Board maintained at the Registered office of the Company.

The last date of voting i.e. Friday, July 12, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

Appointment of Shri Anil Kaul (DIN 00644761) as an Independent Director of the Company.

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152,161 and other applicable provisions of the Companies Act, 2013(hereinafter “The Act”) and the Rules made thereunder, (including any amendment, modification, variation or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013,and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) thereof, as amended from time to time, and the appropriate article(s) of the Articles of Association of the Company, approval of Members be and is hereby accorded for the appointment of Shri Anil Kaul, (DIN 00644761) , who has been appointed by the Board of the Company as an Additional Director in the category of an Independent Director with effect from May 15, 2024 and who fulfills the criteria of Independence as prescribed under Section 149(6) of the Act, and the Rules made thereunder, relevant provisions of the LODR Regulations, 2015 and whose candidature has been recommended by the Nomination and Remuneration Committee (NRC) and who is considered to be suitable and eligible based on ‘Fit and Proper’ criteria framed by the Board on 10[th] March, 2017 and last reviewed on 07[th] March, 2024, in line with the requirements of the RBI Master Directions for Housing Finance Company issued vide Notification No. DOR.FIN. HFC.CC.No.120/03.10.136/2020-21 dated 17[th] February, 2021, be and is hereby appointed as an Independent Director of the company for a period of 5 years with effect from May 15, 2024 until May 14, 2029 upon such remuneration as detailed in the Explanatory Statement hereto and as may be determined by the Board of Directors of the Company from time to time within the overall limits under the Act.

RESOLVED FURTHER THAT any Director, Company Secretary & Compliance Officer and/or the Chief Financial Officer of the Company, be and are hereby authorized, jointly or severally, to do all such acts, deeds and things and execute all such documents, instruments and writings, obtain necessary approvals from Shareholders, Regulators or Other Authorities as may be required under the Act or any other Regulations for the time in force, to carry out the aforesaid Resolution.

RESOLVED FURTHER THAT any Director, Company Secretary & Compliance Officer and/or the Chief Financial Officer, be and is hereby authorized severally to file necessary Forms / Returns with the Registrar of Companies/MCA and to make necessary entries in the statutory registers to that effect and to do all act(s), deed(s) or thing(s) as may be incidental thereto required in this regard .

By Order of the Board For LIC Housing Finance Limited Sd/Varsha Hardasani Company Secretary& Compliance Officer

Place: Mumbai Date: May 15, 2024 Registered Office: Bombay Life Building, 2[nd] Floor, 45/47, Veer Nariman Road, Mumbai - 400 001. CIN : L65922MH1989PLC052257 Website: www.lichousing.com Phone No.: +91 22 22178600/700 Fax No.: +91 22 22178777 E-mail: [email protected]

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Notes and General Instructions:

1. The Postal Ballot Notice is being sent to the Members of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories and whose e-mail address is registered with the company/depository participants as on Friday, June 07, 2024 (“Cut-off date”) . Please note, however, that those members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to vote in relation to the resolution as set out in this Postal Ballot Notice (‘Notice’).

2. In line with the Circulars issued by the Ministry of Corporate Affairs vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2021 dated December 08, 2021 and 03/2022 dated May 5, 2022, read with other relevant circulars including General Circular No. 11/2022 dated December 28, 2022, (collectively the ‘MCA Circulars’). The Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.lichousing.com , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Link Intime at https://instavote.linkintime.co.in / .

3. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, Link Intime India Pvt. Ltd. C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083, Phone : 8108116767, Email: rnt.helpdesk@ linkintime.co.in , website: www.linkintime.co.in

4. In accordance with the provisions of the MCA Circular, Members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are NOT being sent to shareholders for this Postal Ballot.

5. Resolution passed by the Members through postal ballot is deemed to have been passed as if it has been passed at a General Meeting of the Members.

6. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, June 07, 2024 . A person who is not a member on the relevant date should treat this notice for information purpose only.

7. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Friday, July 12, 2024, i.e., the last date specified for receipt of votes through the e-voting process.

8. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to [email protected] with subject line ‘Inspection of Postal Ballot Documents’ along with the self-attested copy of the PAN card of the Member.

9. Members holding shares in physical form are requested to note that in terms of Regulation 40 of SEBI Listing Regulations, as amended, securities of Listed Companies can be transferred ONLY IN DEMATERIALISED form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of the above and in order to eliminate risks associated with physical transfer of securities, Members holding Equity Shares of the Company in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s RTA for assistance in this regard.

10. Members may please note that SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated listed companies to issue securities in dematerialized form only while processing service requests, viz., issue of duplicate securities certificate, claim from unclaimed suspense account, splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition etc. Accordingly, Form ISR-4 . The said form

Members are requested to make service requests by submitting a duly filled and signed can be downloaded from the website of the RTA from the following link namely https://web.linkintime.co.in/admin/ DownloadFiles/Form_ISR-4.pdf as well as on the Company’s website www.lichousing.com

11. The formats for Nomination and Updation of KYC details in accordance with the SEBI Circular are available on the website of the RTA in the following link namely https://liiplweb.linkintime.co.in/KYC-downloads.html.

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12. Instructions for voting are as given below:

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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OR

Users not registered for Easi/Easiest

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia. com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
Shareholders holding shares in NSDL form , shall provide ‘D’ above

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Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
‘Submit’. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on

Cast your vote electronically:

‘View’ icon . After successful login, you will be able to see the notification for e-voting. Select
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
ii. . Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

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METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution ’ file link).
f) After selecting the desired option i.e., Favour / Against, click on ‘Submit’.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select ‘View’ icon for ‘ Company’s Name / Event number ‘. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https:// instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

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In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certifcate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https:// instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Insta Vote Support Desk

Link Intime India Private Limited

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ANNEXURE I TO POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

Item No. 1: Appointment of Shri Anil Kaul (DIN: 00644761) as an Independent Director of the Company

Pursuant to Section 161 of the Companies Act, 2013 (hereinafter “The Act”), the Board of Directors at their meeting held on May 15, 2024 appointed Mr. Anil Kaul (DIN: 00644761) as an Additional Director in the capacity of Independent Director of the Company based on the recommendation of the Nomination and Remuneration Committee after assessing that the candidate satisfied the “fit and proper criteria” based on the extant circulars issued by the Reserve Bank of India for a term of five (5) years with effect from May 15, 2024 to May 14, 2029, subject to the approval of the Shareholders through Special Resolution.

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015, approval of the members has to be obtained for the appointment or reappointment of a person on the Board of directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. As the next general meeting of the members is not likely to happen within the immediate future, consent of the members is being sought by means of postal ballot to ensure compliance with the requirements of the above Regulation. The Company has received:

(i) consent in writing from Mr. Anil Kaul to act as Director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),
(ii) intimation in Form DIR 8 in terms of the Appointment Rules from Mr. Anil Kaul to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and
(iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time (hereinafter referred to as ”LODR Regulations”).
(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

The Board of Directors have while approving the appointment of Shri Anil Kaul as an Additional Director in the capacity of an Independent Director, considered his candidature based on the evaluation, qualification, expertise, track record, integrity, due diligence, and the satisfaction of the ‘fit and proper criteria. In the opinion of the Board, Shri Anil Kaul fulfils the conditions for independence as specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force.

The Board has noted that Shri Anil Kaul’s skills, background and experience are aligned to the role and capabilities identified for the Independent Directors and that Shri Anil Kaul is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Shri Anil Kaul is justified due to his profound knowledge and expertise in banking, finance & investments, corporate strategy and corporate governance, whilst working in Banking and Finance Industry for more than three decades. The key highlight of his illustrious career is working with ICICI Group for more than two decades and in Rural & Inclusive Banking Group, Future Capital Holdings Ltd., Bank Muscat SAOG, Standard Chartered Bank India and Citibank N.A. India and had also served as Managing Director in the Board of Tata Capital Housing Finance Limited. Shri Anil Kaul has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

As per the role assigned to the Nomination and Remuneration Committee (NRC) as assigned in Part D of Schedule II of the Listing Regulations, the NRC has evaluated the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, it has determined the role and capabilities of Mr. Kaul and accordingly recommended his appointment. It has also considered the time commitment of the Candidate,

The resolution seeks the approval of members for the appointment of Shri Anil Kaul as an Independent Director of the Company from May 15, 2024, to May 14, 2029, pursuant to Sections 149 read with Schedule IV, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and Regulation 17 of the LODR Regulations and he shall not be liable to retire by rotation. The profile and specific areas of expertise of Shri Anil Kaul and other relevant information as required under LODR Regulations and SS-2 are provided as annexure.

No director, key managerial personnel or their relatives except Shri Anil Kaul to whom the resolution relates is deemed to be interested in or concerned with the resolution in any manner financially or otherwise.

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Details of Director seeking appointment as an Independent Director

(In pursuance of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2, issued by the Institute of Company Secretaries of India)

Name of the Director	Shri Anil Kaul
Age	Years
DIN	00644761
Date of birth	17/08/1965
Date of frst appointment on the Board	He was appointed as Additional Director (independent Category) of the Company by the Board of Directors of the Company in its meeting dated May, 15, 2024, for tenure of fve years
Qualifcations	BSc, MBA
Expertise	Finance, banking, corporate strategy, branding, sales and marketing, public afairs and public policies, corporate governance.
Other Directorships-(Unlisted Companies)	1. 360 ONE ASSET MANAGEMENT LIMITED 2. HIRANANDANI FINANCIAL SERVICES PRIVATE LIMITED 3. LICHFL ASSET MANAGEMENT COMPANY LIMITED _() Wholly owned subsidiary of LIC Housing Finance Limited_
Listed companies (other than LIC Housing Finance Limited) in which directorship is held and committee membership includes only Audit Committee & Stakeholders’ Relationship Committee	SATIN CREDITCARE NETWORK LIMITED
Details of Remuneration sought to be paid	Sitting fees shall be paid for every Board and Committee Meetings, attended by the Director within the limits prescribed under the Act. Apart from sitting fees, no other remuneration / commission shall be paid to the Director.
Shareholding in LIC Housing Finance Limited	Nil
Relationship with Directors / KMP inter-se	None
Terms and conditions of appointment	As displayed on the company’s website: https://www.lichousing.com/static-assets/pdf/TermsAndConditions%20 of%20appointment%20of%20Independent%20Directors-2021. pdf?crafterSite=lichf-corporate-website-cms&embedded=true
Consent and Declarations	Shri Anil Kaul has given his consent to act as director of the Company and provided declarations as per the provisions of the NHB and the Companies Act, 2013.
Fulflment of criteria	In the opinion of the Board, Shri Anil Kumar (DIN-00644761) fulflls the conditions specifed in the Act and the Rules made thereunder for such appointment.
Inspection of terms and conditions of appointment	The copy of the draft letter for appointment setting out the terms and conditions would be available for inspection by the members electronically as per the procedure prescribed in point 8 of Notes and General Instructions of this Notice.

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Non-Disqualifcation u/s 164 of the Companies Act, 2013	Shri Anil Kaul is not disqualifed from being appointed as a director in terms of Section 164 of the Companies Act, 2013. He has also given his consent and declarations as per the provisions of the RBI Master Directions and the Company Act, 2013.
Nature of Interest	None of the other Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, fnancially or otherwise, in the said Resolution.
Recommendation of the Board	The Board, recommends the resolution of this Notice for approval of the Members.
Brief profle of Shri Anil Kaul
Anil Kaul has been the former managing director of TATA Capital Housing Finance and has an experience of more than three decades working in Banking and Finance Industries for more than three decades. Before TATA Capital Housing Finance Limited, he had worked with ICICI Group for more than two decades in Rural & Inclusive Banking Group. Subsequently, he was also associated with Future Capital Holdings Ltd., Bank Muscat SAOG, Standard Charted Bank India and Citibank N.A. India. Kaul holds an MBA and has attended Columbia University and The Wharton School, University of Pennsylvania to advance his leadership expertise through various programmes.

In the opinion of the Board, Shri Anil Kaul fulfills the conditions specified in the Act and the Rules made thereunder, for such an appointment.

All the material documents referred to in the explanatory statement will be available for inspection electronically from date of dispatch of the Notice through electronic mode and up to the last date of e-voting i.e. July 12, 2024. Members seeking to inspect such documents can send an email to [email protected] with the subject line ‘Inspection of Postal Ballot Documents’ along with the self-attested copy of the PAN Card of the member.

By Order and on behalf of the Board Sd/Varsha Hardasani Company Secretary & Compliance Officer

AI assistant

Lic Housing Finance Ltd. — Proxy Solicitation & Information Statement 2024

60275_rns_2024-06-10_da8915f3-cc63-4716-8ace-beb618d6ad84.pdf

Re: Notice of Postal Ballot for seeking approval of the Members for consideration of Appointment of Shri Anil Kaul (DIN 00644761) as an Independent Director of the Company

LIC HOUSING FINANCE LIMITED

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)]

Dear Member(s),

SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

Appointment of Shri Anil Kaul (DIN 00644761) as an Independent Director of the Company.

Notes and General Instructions:

12. Instructions for voting are as given below:

Remote e-Voting Instructions for shareholders:

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

OR

User not registered for IDeAS facility:

METHOD 2 - By directly visiting the e-voting website of NSDL:

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

OR

Users not registered for Easi/Easiest

METHOD 2 - By directly visiting the e-voting website of CDSL.

Individual Shareholders holding securities in demat mode with Depository Participant:

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

A. User ID:

Cast your vote electronically:

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

STEP 2 –Investor Mapping

STEP 3 – Voting through remote e-voting.

METHOD 1 - VOTES ENTRY

OR

VOTES UPLOAD:

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Helpdesk for Individual Shareholders holding securities in demat mode:

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Insta Vote Support Desk

Link Intime India Private Limited

ANNEXURE I TO POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

Item No. 1: Appointment of Shri Anil Kaul (DIN: 00644761) as an Independent Director of the Company

Details of Director seeking appointment as an Independent Director

(In pursuance of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2, issued by the Institute of Company Secretaries of India)

More from Lic Housing Finance Ltd.

Lic Housing Finance Ltd. Proxy Solicitation & Information Statement 2024