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HDFC Bank Ltd has informed BSE that Share Allotment Committee of the Bank at its meeting held on June 24, 2008 have allotted 6,98,83,956 equity shares of Rs 10/- each to the shareholders of Centurion Bank of Punjab Ltd pursuant to the share swap ratio of one (1) equity share of Rs 10/- each of HDFC Bank Ltd for every twenty nine (29) equity shares of Rs 1/- each held in Centurion Bank of Punjab Ltd. by them as on the Record Date i.e. June 16, 2008.

HDFC Bank Ltd has informed BSE that the Bank has allotted 2,62,00,220 warrants convertible into equity shares of the face value of Rs 10/- each for cash at a premium of Rs 1520.13 per share, to Housing Development Finance Corporation Ltd (”HDFC Ltd”) on preferential basis, pursuant to SEBI (Disclosure & Investor Protection) Guidelines, 2000.

HDFC Bank Ltd has announced the following results for the quarter & year ended March 31, 2008:

The Unaudited results for the Quarter ended March 31, 2008

The Bank has posted a net profit of Rs 4711.10 million for the quarter ended March 31, 2008 as compared to Rs 3435.70 million for the quarter ended March 31, 2007. Total Income has increased from Rs 23209.70 million for the quarter ended March 31, 2007 to Rs 35055.20 million for the quarter ended March 31, 2008.

The Audited results for the Year ended March 31, 2008

The Bank has posted a net profit of Rs 15901.80 million for the year ended March 31, 2008 as compared to Rs 11414.50 million for the year ended March 31, 2007. Total Income has increased from Rs 81641.60 million for the year ended March 31, 2007 to Rs 123981.50 million for the year ended March 31, 2008.

The Consolidated results are as follows:

The Audited consolidated results for the Year ended March 31, 2008

The Group has posted a net profit attributable to group of Rs 15950.70 million for the year ended March 31, 2008 as compared to Rs 11509.60 million for the year ended March 31, 2007. Total Income has increased from Rs 82234.30 million for the year ended March 31, 2007 to Rs 124955.30 million for the year ended March 31, 2008.

With reference to the earlier announcement dated April 09, 2008 regarding a meeting of the Board of Directors of the Bank have been convened on April 24, 2008, inter alia, to consider the Annual Accounts for the year ended March 31, 2008 and to recommend dividend for the year 2007-08, HDFC Bank Ltd has informed BSE that the Board of Directors of the Bank have fixed April 30, 2008 as Record Date for the purpose of payment of dividend for the year ended March 31, 2008 to its shareholders.

The dividend if approved by the shareholders of the Bank at the ensuing 14th Annual General Meeting will be paid to those shareholders whose names appears on the Register of Members of the Bank as well as on the Depository Records as on April 30, 2008.

HDFC Bank Ltd has informed BSE that the shareholders at the Extra Ordinary General Meeting (EGM) of the Bank held on March 27, 2008, inter alia, have approved the following:

1. Amalgamation of Centurion Bank of Punjab Ltd (CBoP) with the Bank pursuant to Section 44A of the Banking Regulat1on Act, 1949 as per the Scheme of Amalgamation, and consequent issue of equity shares to the shareholders of CBoP.

2. Increase in the authorised share capital of the Bank.

3. Preferential issue of Equity shares and / or Warrants to the Promoters of the Bank.

The Resolution Nos. 2 and 3 above were passed by the shareholders of the Bank with
requisite majority at the EGM by show of hands.

In order to ascertain the requisite majority as per Section 44A of the Banking Regulation Act, 1949, the Resolution No. 1 was put to vote by way of a poll.

The Resolution No. 1 has been passed with requisite majority. The amalgamation is subject to the approval of the Reserve Bank of India.

HDFC Bank Ltd has informed BSE that the Investor Grievance (Share) Committee of the Bank at its meeting held on March 10, 2008, has approved allotment of 92,400 equity shares to the employees of the Bank under the Employees Stock Option Scheme (ESOS).

HDFC Bank Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Bank will be held on March 27, 2008, inter alia, to transact the following:

1. To accord the consent, permission and approval of the members of the Bank to the Scheme of Amalgamation of Centurion Bank of Punjab Ltd (”CBoP” or “the Transferor Bank”) with HDFC Bank in terms of the share swap ratio, as determined in the joint independent valuation report dated February 25, 2008 of M/s. Dalal & Shah, Chartered Accountants and Ernst and Young Pvt Ltd, namely; allotment of One (1) share of Rs 10/- each of HDFC Bank for every Twenty-Nine (29) equity share of Re 1/- each of CBoP and that the consent of the shareholders is hereby granted to the Board to issue equity shares of the Bank accordingly, subject to necessary provisions & approvals.

2. To increase the Authorised Share Capital of the Bank from Rs 450,00,00,000/- (Rupees Four Hundred Fifty Crores only) divided into 45,00,00,000 (Forty Five Crores) equity share of Rs 10/- each to Rs 550,00,00,000/- (Rupees Five Hundred and Fifty Crores only) divided into 55,00,00,000 (Fifty Five Crores) equity shares of Rs 10/- each, ranking pari-passu with the existing equity shares issued by the Bank & consequential amendments in Memorandum & Articles of Association of the Bank.

3. To create, issue, offer and allot at its sole discretion, to Housing Development Finance Corporation Ltd and / or HDFC Investments Ltd and / or HDFC Holdings Ltd and / or Home Loan Services India Pvt Ltd (’Promoter Group’ or ‘proposed Allottees’ as the context requires) upto an aggregate of 2,62,00,220 equity shares of a face value of Rs 10/- each of the Bank (”the shares”) and / or convertible instruments such as warrants convertible into equity shares, in such proportion as may be determined by the Board, at a price of Rs 1530.13 per equity share for cash on a Preferential basis, which minimise price has been calculated in accordance with the guidelines for Preferential Allotment issued by the SEBI under Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000, with the relevant date being February 26, 2008, being the date thirty days prior to the date of this Extraordinary General Meeting i.e. March 27, 2008, subject to necessary provisions & approvals.

HDFC Bank Ltd has informed BSE that the Board of Directors of the Bank at its meeting held on February 28, 2008, has approved the following:

1. Merger of Centurion Bank of Punjab Ltd with Bank

After considering due diligence findings, the Board reaffirmed the share swap ratio as determined in the joint valuation report dated February 25, 2008 of Ernst & Young Pvt. Ltd and M/s. Dalal & Shah, Chartered Accountants (?Joint Valuation Report?) and the issuance of one equity share of Rs. 10/- each of the Bank for every 29 equity shares of Re. 1/- each held in Centurion Bank of Punjab Ltd.

The Board approved the draft Scheme of Amalgamation and the Merger Agreement.

2. Preferential offer to Promoters.

The Bank proposes to issue 2,62,00,220 equity shares and / or other instruments like warrants convertible into equity shares, @ Rs. 1530.13 to Housing Development Finance Corporation Ltd and / or HDFC Investments Ltd and /or HDFC Holdings Ltd and / or Home Loan Services India Private Ltd (?Promoter Group?) on preferential basis pursuant to the SEBI (Disclosure and Investor Protection) Guidelines, 2000, subject to the approvals of the shareholders, Reserve Bank of India and other regulatory authorities.

3. Increase in Authorised Capital:

The Board has also approved the increase in authorized capital from Rs. 450 crores to Rs. 550 crores subject to the approval of the shareholders.

4. Extra-Ordinary General Meeting

The Board has convened an Extraordinary General Meeting of the members of the Bank on March 27, 2008 to consider the above matters.

HDFC Bank Ltd has informed BSE that the Board of Directors of the Bank at its meeting held on February 25, 2008, has considered the following:

1. Merger of Centurion Bank of Punjab Ltd with HDFC Bank Ltd:

Based on the joint valuation report submitted by Ernst & Young Pvt Ltd and M/s. Dalal & Shah, Chartered Accountants, the Board has approved the share swap ratio of 1 (one) equity share of Rs 10/- each of HDFC Bank Ltd for every 29 (twenty nine) equity shares of Re 1/- each held in Centurion Bank of Punjab Ltd. This share swap ratio is subject to due diligence to be conducted in this regard.

2. Proposed preferential offer to Promoters:

The Bank’s Board observed that in the event of the merger of Centurion Bank of Punjab Ltd with HDFC Bank Ltd being approved at its meeting on February 28, 2008, it would consider making a preferential offer to its promoter Housing Development Finance Corporation Ltd (HDFC) to enable HDFC to maintain its shareholding percentage in the Bank.

HDFC Bank Ltd has informed BSE that the Board of Directors of the Bank at its meeting held on February 23, 2008, has considered, in-principle, a merger of Centurion Bank of Punjab Ltd with HDFC Bank Ltd. The Board has accorded in-principle consent to pursue the merger, subject to satisfactory due diligence, a fair share swap ratio and receipt of approvals from the Reserve Bank of India, Stock exchanges and other requisite statutory and regulatory authorities and the respective Boards and shareholders.

Ambit Corporate Finance Pte Ltd and J M Financial Consultants Pvt Ltd are the investment bankers to Centurion Bank of Punjab and HDFC Bank respectively in this transaction.

M/s. Dalal & Shah, Chartered Accountants and Ernst & Young Pvt. Ltd., have been jointly appointed as the independent valuers to determine the share swap ratio. M/s. J Sagar Associates has been appointed as the legal advisor for the transaction.

The Board intends to meet again on:

- February 25, 2008 to consider the terms of the merger including Swap ratio after receipt of the valuation reports and

- February 28, 2008 to consider the draft Scheme of Amalgamation, due diligence report and any other matter as required.