Hindustan Construction : Extra Ordinary Meeting

HINDUSTAN CONSTRUCTION COMPANY LTD.

(CIN: L45200MH1926PLC001228)

Regd. Office: Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, India

Tel.: [phone] Fax.: [phone] Website: www.hccindia.com

NOTICE

NOTICE is hereby given that the Extra Ordinary General Meeting of the Members of Hindustan Construction Company Ltd. (''the Company'') will be held on Wednesday, March 23, 2022 at 11.00 a.m. through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to transact the following businesses:

SPECIAL BUSINESS

1. To approve issuance of Non-Convertible Debentures ("the NCDs") through private placement as a part of the Debt Resolution Plan of the Company

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

"RESOLVED THAT pursuant to and in continuation of the earlier resolutions passed by the Members of the Company, including the resolution passed at the Extra Ordinary General Meeting held on June 29, 2021, the provisions of the Memorandum and Articles of Association of the Company and pursuant to the provisions of Sections 42, 71 and 180 (1)(c) and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and applicable laws, rules, regulations, notifications, guidelines, circulars and clarifications including but not limited to Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any modification or re-enactment thereof for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors ("Board", which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) for issuance and allotment of Secured or Unsecured, Redeemable (whether listed or unlisted), Non-Convertible Debentures having face value of INR 10,00,000 each (Rupees Ten Lakh) at par for an aggregate issue size not exceeding INR 1500 Crore (Rupees One Thousand Five Hundred Crore) ("the NCDs") through Private Placement, in one or more tranches, as a part of the Debt Resolution Plan of the Company formulated under the Framework prescribed by the Reserve Bank of India ("Resolution Plan") for consideration other than cash or otherwise, on such terms and conditions as the Board may from time to time approve and as agreed by the Lenders of the Company pursuant to the Resolution Plan.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution".

2. To authorise the Board of Directors to give Guarantees/ Loans and/or make Investments and/or provide Securities in connection with Loans to any person/ other body corporate including subsidiary companies

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

   "RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act, (including any modification or re-enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board of Directors ("Board", which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) to (i) give any guarantee or provide any security in connection with a loan to any other body corporate or person including subsidiary companies

2. give any loan to any person or other body corporate including subsidiary companies; and (iii) to make investment by way of subscription, purchase or otherwise, the securities of any other body corporate, or otherwise on such terms and conditions as Board may in its absolute discretion deem beneficial in the interest of the Company, in such manner that the additional guarantee proposed to be furnished, loans proposed to be given, investments proposed to be made or security proposed to be provided by the Company, from time to time, in future, pursuant to this resolution shall not exceed INR 5000 Crore (Rupees Five Thousand Crore) at any point of time, in aggregate, notwithstanding that the aggregate of guarantees or loans or security so far given or to be given and/or investment made or to be made and/or securities acquired or to be acquired by the Company may collectively exceed the limits as prescribed under Section 186(2) of the Act.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution".

1

3. To approve the restructuring of existing Optionally Convertible Debentures ("Existing OCDs") issued by the Company

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

"RESOLVED THAT in addition to the resolutions passed by the Members of the Company at the Extra Ordinary General Meeting held on January 5, 2017, the Annual General Meetings held on July 6, 2017 and July 12, 2018 and pursuant to the letter No. CFD/DIL-1/YJ/ AG/15251/2018 dated May 24, 2018, issued by Securities and Exchange Board of India ("SEBI"), and provisions of the Memorandum and Articles of Association of the Company and pursuant to applicable laws, regulations and rules, notifications, guidelines, circulars and clarifications, consent of the Members of the Company be and is hereby accorded for restructuring of the following existing Optionally Convertible Debentures issued by the Company through private placement ("Existing OCDs") by extending their tenure upto 13 years and modifying their terms and conditions, if required, in such manner as may be determined by the Board ("Board", which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) from time to time and agreed with the Existing OCDs holders.

Sr.	Bank Name	OCD Amt
No.		(` Crore)
1	Union Bank of India	38.57
2	Axis Bank	97.45
3	Bank of Baroda	65.32
4	Bank of Maharashtra	9.27
5	Canara Bank	179.59
6	Central Bank of India	22.01
7	DBS Bank	12.36
8	EXIM Bank	13.97
9	Federal Bank	22.16
10	ICICI Bank	78.75
11	IDBI Bank	154.88
12	IFCI Ltd	46.52
13	Indian Bank	24.65
14	Indian Overseas Bank	25.74
15	Jammu & Kashmir Bank	37.60
16	State Bank of India	82.03
17	NABARD	14.22
18	Punjab National Bank	227.26
19	SREI	36.67
20	Standard Chartered Bank	2.26
	Total	1,191.28

RESOLVED FURTHER THAT the Board be and is hereby authorised to change the redemption schedule, security, and any other terms and conditions of the Existing OCDs, if required, for implementing the Resolution Plan, on such terms and conditions as may be determined by it from time to time and agreed with the Existing OCDs holders.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution".

4. To authorise the Board of Directors to enter into and implement the Resolution Plan of the Company and to deal with all other matters in relation to the Resolution Plan

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

"RESOLVED THAT in addition to the resolution passed by the Members of the Company at the Extra Ordinary General Meeting held on June 29, 2021 and pursuant to the provisions of the Memorandum and Articles of Association of the Company and the provisions of the Companies Act, 2013 ("the Act") and other applicable laws, regulations and rules, notifications, guidelines, circulars and clarifications, the Board of Directors ("Board", which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) be and is hereby authorised to enter into and implement the Resolution Plan (including approving, discussing, finalizing, and executing the necessary agreements /documents pursuant to the Resolution Plan) and to deal with all other matters in relation to the Resolution Plan on such terms and conditions as may be determined by the Board from time to time and agreed with the Lenders.

RESOLVED FURTHER THAT Board be and is hereby authorised to negotiate, finalise, amend and take all necessary action required on behalf of the Company to enter into and implement the Resolution Plan and to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the Resolution Plan agreed with the lenders.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution".

By Order of the Board

For Hindustan Construction Company Ltd.

Vithal P. Kulkarni

Company Secretary

Registered Office:

Hincon House,

Lal Bahadur Shastri Marg,

Vikhroli (West),

Mumbai 400 083

Place : Mumbai

Date : February 03, 2022

2

NOTES - FORMING PART OF THE NOTICE

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("the Act"), in respect of the businesses mentioned under Item numbers 1, 2, 3 and 4 of the Notice dated February 03, 2022, is appended hereto.
2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 20/2021 dated December 08, 2021 and all other relevant circulars issued by the Ministry of Corporate Affairs from time to time ("MCA Circulars"), physical attendance of the Members to the EGM venue is not required and general meeting can be held through video conferencing ("VC") or other audio-visual means ("OAVM").
   In compliance with the Act, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the MCA Circulars, the Extra Ordinary General Meeting of the Company ("EGM") is being held through VC/OAVM and Members can attend and participate through VC/OAVM.

The detailed procedure for participating in the Meeting through VC/OAVM is annexed herewith and is also available at the Company's website i.e. www.hccindia.com.

1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the Members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
2. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 Members on first come first served basis. This will not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
3. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
4. Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
5. The SEBI has decided that securities of listed companies can be transferred only in dematerialized form with effect

from April 1, 2019. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialize shares that are held by them in physical form. Members can contact the Company or Company's Registrar and Transfer Agents, TSR Darashaw Consultants Private Limited ("TCPL") for assistance in this regard.

1. Please note that in accordance with the provisions of Section 72 of the Act, Members are entitled to make nominations in respect of the Equity Shares held by them. Members desirous of making nominations may procure the prescribed form SH-13 from TCPL and have it duly filled, signed, and sent back to them, in respect of shares held in physical form. Members holding shares in Dematerialised mode should file their nomination with their Depository Participant (DP).
2. The Members are requested to:
3. 1. Intimate change in their registered address, if any, to TCPL at C-101, 1st Floor, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai-400083 in respect of their holdings in physical form.
   2. Notify immediately any change in their registered address to their Depository Participants in respect of their holdings in electronic form.
   3. Non-ResidentIndian Members are requested to inform TCPL immediately of the change in residential status on return to India for permanent settlement.
4. Green Initiative
   The MCA and the SEBI have encouraged paperless communication as a contribution to greener environment.
   In compliance with the aforesaid MCA Circulars and the SEBI Circular dated May 12, 2020, Notice of the EGM of the Company, inter-alia, indicating the process and manner of remote e-voting is being sent by electronic mode, to all those Members whose e-mail IDs are registered with their respective Depository Participants.
   For Members who have not registered their email address and holding shares in physical mode are requested to register their e-mail IDs with TCPL and holding shares in Demat mode are requested to register their e-mail IDs with the respective Depository Participants (DPs) in case the same is still not registered.
   If there is any change in the e-mail ID already registered with the Company, Members are requested to immediately notify such change to TCPL in respect of shares held in physical form and to their respective DPs in respect of shares held in electronic form.
   Members may also note that the Notice of the Extra Ordinary General Meeting of the Company is also available on the Company's website www.hccindia.com.

3

1. Voting
   Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the MCA, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-Voting system as well as voting on the date of the EGM will be provided by NSDL.
   Any person holding shares in physical form and non- individual Members, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e., Wednesday, March 16, 2022, may obtain the login ID and password by sending a request at [e-mail] Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.comor call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Members holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Wednesday, March 16, 2022 may follow steps mentioned in this Notice of the EGM under "Access to NSDL e-Voting system.
   In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.hccindia.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e., www.evoting.nsdl.com.
   EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020, and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020, and MCA Circular No. 20/2021 dated December 08, 2021.
2. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
   The remote e-voting period begins on Saturday, March 19, 2022, at 09:00 A.M. and ends on Tuesday, March 22, 2022,

at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Wednesday, March 16, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, March 16, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
   Login method for Individual shareholders holding securities in demat mode is given below:

Type of	Login Method
shareholders
Individual	1. Existing IDeAS user can visit the
Shareholders	e-Services website of NSDL Viz.
holding securities	https://eservices.nsdl.com	either
in demat mode	on a Personal Computer or on a
with NSDL.	mobile. On the e-Services home
	page click on the "Beneficial
	Owner"	icon	under	"Login"
	which is available under 'IDeAS'
	section,	this	will prompt you
	to enter your existing User ID
	and Password. After	successful
	authentication, you will be able
	to see e-Voting services under
	Value added services. Click on
	"Access	to	e-Voting"	under
	e-Voting services and you will be
	able to see e-Voting page. Click
	on company name or e-Voting
	service provider i.e. NSDL and
	you will be re-directed to e-Voting
	website of NSDL for casting your
	vote during the remote e-Voting
	period or joining virtual meeting &
	voting during the meeting.

4