6-K
HDFC BANK LTD (HDB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August, 2025
Commission File Number 001-15216
HDFC BANK LIMITED
(Translation of registrant’s name into English)
HDFC Bank House, Senapati Bapat Marg,
Lower Parel, Mumbai. 400 013, India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HDFC BANK LIMITED | ||
|---|---|---|
| (Registrant) | ||
| Date: August 8, 2025 | By: | /s/ Ajay Agarwal |
| Name: Ajay Agarwal | ||
| Title: Company Secretary Group Head –<br>Secretarial & Group Oversight |
EXHIBIT INDEX
The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this report pursuant to the General Instructions for Form 6-K.
Description
Disclosure
EX-99
Exhibit 99
August 8, 2025
NewYork Stock Exchange
11, Wall Street,
New York,
NY 10005
USA
Dear Sir,
Sub: Disclosure
We wish to inform you that the 31^st^ Annual General Meeting (AGM) of the Bank was held today i.e. on August 8, 2025 at 2:00 p.m. (IST) through two-way video-conference.
In the above connection, please find enclosed herewith the following disclosures:
| 1. | Summary of Proceedings of the 31^st^ AGM;<br> |
|---|---|
| 2. | Combined e-voting results in the prescribed format; and<br> |
| --- | --- |
| 3. | Report on combined e-voting results dated August 8, 2025 issued<br>by the Scrutinizer i.e. Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries. |
| --- | --- |
We request you to bring the above to the notice of all concerned.
Yours faithfully,
For HDFC Bank Limited
Sd/-
Ajay Agarwal
Company Secretary
Group Head – Secretarial & Group Oversight
Summary of the proceedings of the 31^st^Annual General Meeting (“AGM”) of the Bank
The 31^st^ AGM of the Bank was held on Friday, August 8, 2025 at 02:00 p.m. (IST) through two-way video conference (VC) in compliance with the circulars issued by Ministry of Corporate Affairs and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 including the Rules made thereunder.
Mr. Atanu Chakraborty- Part-time Chairman and Independent Director of the Bank, chaired the meeting.
All the Directors were present at the AGM including Mr. M. D. Ranganath- Chairman of the Audit Committee, Mr. Keki Mistry- Chairman of the Stakeholders’ Relationship Committee and Dr. (Mr.) Harsh Kumar Bhanwala - Chairman of the Nomination and Remuneration Committee. The representatives of the Joint Statutory Auditors and Secretarial Auditors for the financial year 2024-25, as well as the legal counsel of the Bank, were also present at the meeting.
At the outset, Mr. Ajay Agarwal, the Company Secretary and Group Head- Secretarial & Group Oversight of the Bank welcomed the shareholders to the AGM. He confirmed that the requisite quorum was present.
Mr. Agarwal thereafter informed that the requisite registers and documents were available for inspection by the Members till the conclusion of the meeting.
Mr. Agarwal further informed the shareholders that the joint Statutory Auditors and Secretarial Auditors had issued unqualified Audit Reports and accordingly, pursuant to the applicable provisions of the Companies Act, 2013 and the Secretarial Standards, the Audit Reports has been taken as read. He further informed that with the permission of the shareholders, the Notice of the AGM has also been taken as read.
Thereafter, the Chairman addressed the shareholders of the Bank with a brief speech wherein he apprised them, inter alia, regarding the domestic as well as global economic outlook, recently concluded Initial Public Offer of HDB Financial Services Limited and other key updates during the current financial year, the Bank’s performance during the financial year 2024-25, governance, technological transformation, financial inclusion, CSR and ESG initiatives etc.
The following businesses as set out in the Notice of 31^st^ AGM were proposed for consideration:
| Item No. | Particulars of the Resolution | Type of<br><br><br>Resolution |
|---|---|---|
| Ordinary Businesses: | ||
| 1. | To receive, consider and adopt the audited financial<br>statements (standalone) of the Bank for the financial year ended March 31, 2025 along with the Reports of the Board of Directors and Auditors thereon. | Ordinary |
| 2. | To receive, consider and adopt the audited financial<br>statements (consolidated) of the Bank for the financial year ended March 31, 2025 along with the Report of Auditors thereon. | Ordinary |
| 3. | To consider declaration of dividend on Equity Shares. | Ordinary |
| 4. | To appoint a Director in place of Mr. Kaizad Bharucha<br>(DIN:02490648), who retires by rotation and being eligible, offers himself for re-appointment. | Ordinary |
| 5. | To appoint a Director in place of Mrs. Renu Karnad (DIN:<br>00008064), who retires by rotation and, being eligible, offers herself for re-appointment. | Ordinary |
| 6. | To appoint M/s. B S R & Co. LLP, Chartered<br>Accountants as one of the Joint Statutory Auditors and to fix the overall remuneration of the Joint Statutory Auditors. | Ordinary |
| Special Businesses: | ||
| 7. | To Issue Long-Term Bonds (financing of infrastructure and<br>affordable housing), Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds through private placement mode. | Special |
| 8. | To appoint M/s. Bhandari & Associates, Company<br>Secretaries as Secretarial Auditors and to fix their remuneration. | Ordinary |
The Chairman thereafter invited the shareholders to put forth their views and seek clarifications, if any, relating to the annual financial statements, the Integrated Annual Report for FY 2024-25 and matters related thereto.
Some of the shareholders expressed their views / sought clarifications on aspects such as inclusion of artificial intelligence in the business activities of the Bank, cyber security, technological advancements, plan for credit growth, synergies achieved due to the merger of Housing Development Finance Corporation Limited with and into the Bank, ESG ratings of the Bank, details of domestic and overseas branches, CSR initiatives etc. After all the queries were raised, the Chairman as well as the Managing Director & Chief Executive Officer gave detailed responses to the said queries.
The Chairman stated that in addition to the remote e-voting facility provided to the Members, the e-voting facility was also available for thirty (30) minutes during the AGM, to those shareholders who had not already voted by means of remote e-voting. He further stated that Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries, had been appointed as Scrutinizer for scrutinizing the e-voting process in a fair and transparent manner.
The Chairman then stated that the results of the remote e-voting and e-voting during the 31^st^ AGM together with the Scrutinizer’s report, will be disclosed to the stock exchanges and displayed on the website of the Bank within two (2) working days from the conclusion of the AGM.
The Chairman thanked the shareholders for joining the 31^st^ AGM of the Bank and concluded the meeting at 5:30 p.m. (IST).
Based on the Scrutinizer’s Report dated August 8, 2025, all the aforementioned businesses were passed by shareholders with requisite majority.
| CIN: L65920MH1994PLC080618<br><br><br>Email: shareholder.grievances@hdfcbank.com<br><br><br>Website: www.hdfcbank.com | HDFC Bank Limited,<br><br><br>HDFC House, H.T. Parekh Marg,<br> <br>165-66, Backbay Reclamation<br> <br>Churchgate, Mumbai- 400020<br><br><br>Tel.: 022-66316000 |
|---|
HDFC BANK LIMITED - VOTING RESULTS OF THE THIRTY FIRST ANNUAL GENERAL MEETING
| Date of declaration ofresult of Annual General Meeting | August 08, 2025 |
|---|---|
| Total number of shareholderson cut off date (August 01, 2025) | 3585636 |
| No. of Shareholders present in the meeting either in person or through proxy | |
| Promoters and Promoter Group: | Not Applicable |
| Public: | |
| No. of Shareholders attended the meeting through Video Conferencing | |
| Promoters and Promoter Group: | - |
| Public: | 351 |
| Resolution required: (Ordinary/Special) | Ordinary (01) : To receive, consider and adopt the audited financial<br>statements (standalone) of the Bank for the financial year<br>ended<br>March 31, 2025 along with the Reports of the Board of Directors and<br>Auditors thereon. | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. of<br> <br>Votes -<br><br><br>in Favour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5116855777 | 90.855 | 5114809516 | 2046261 | 99.960 | 0.040 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5116855777 | 90.855 | 5114809516 | 2046261 | 99.960 | 0.040 | |
| Public<br>- Non Institutions | E-Voting | 23321328 | 1.143 | 23084563 | 236765 | 98.985 | 1.015 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23321328 | 1.143 | 23084563 | 236765 | 98.985 | 1.015 | |
| Total | 7673130193 | 5140177105 | 66.989 | 5137894079 | 2283026 | 99.956 | 0.044 |
| Resolution required: (Ordinary/Special) | Ordinary (02) : To receive, consider and adopt the audited financial<br>statements (consolidated) of the Bank for the financial year<br>ended<br>March 31, 2025 along with the Report of Auditors thereon. | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -<br> <br>inFavour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5116855777 | 90.855 | 5114809516 | 2046261 | 99.960 | 0.040 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5116855777 | 90.855 | 5114809516 | 2046261 | 99.960 | 0.040 | |
| Public<br>- Non Institutions | E-Voting | 23285415 | 1.141 | 23076830 | 208585 | 99.104 | 0.896 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23285415 | 1.141 | 23076830 | 208585 | 99.104 | 0.896 | |
| Total | 7673130193 | 5140141192 | 66.989 | 5137886346 | 2254846 | 99.956 | 0.044 |
| Resolution required: (Ordinary/Special) | Ordinary (03) : To consider declaration of dividend on Equity Shares | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -<br> <br>inFavour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5181727418 | 92.007 | 5181727418 | 0 | 100.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5181727418 | 92.007 | 5181727418 | 0 | 100.000 | 0.000 | |
| Public<br>- Non Institutions | E-Voting | 23456735 | 1.149 | 23240655 | 216080 | 99.079 | 0.921 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23456735 | 1.149 | 23240655 | 216080 | 99.079 | 0.921 | |
| Total | 7673130193 | 5205184153 | 67.837 | 5204968073 | 216080 | 99.996 | 0.004 |
| Resolution required: (Ordinary/Special) | Ordinary (04) : To appoint a director in place of Mr. Kaizad Bharucha<br>(DIN: 02490648), who retires by rotation and being eligible,<br>offers<br>himself for re-appointment | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interestedinthe agenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -<br> <br>inFavour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5179643998 | 91.970 | 5134287062 | 45356936 | 99.124 | 0.876 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5179643998 | 91.970 | 5134287062 | 45356936 | 99.124 | 0.876 | |
| Public<br>- Non Institutions | E-Voting | 23442849 | 1.148 | 22962117 | 480732 | 97.949 | 2.051 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23442849 | 1.148 | 22962117 | 480732 | 97.949 | 2.051 | |
| Total | 7673130193 | 5203086847 | 67.809 | 5157249179 | 45837668 | 99.119 | 0.881 |
| Resolution required: (Ordinary/Special) | Ordinary (05) : To appoint a director in place of Mrs. Renu Karnad<br>(DIN: 00008064), who retires by rotation and, being eligible,<br>offers<br>himself for re-appointment | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -<br> <br>inFavour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5179643998 | 91.970 | 5121884258 | 57759740 | 98.885 | 1.115 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5179643998 | 91.970 | 5121884258 | 57759740 | 98.885 | 1.115 | |
| Public<br>- Non Institutions | E-Voting | 23324658 | 1.143 | 22678584 | 646074 | 97.230 | 2.770 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23324658 | 1.143 | 22678584 | 646074 | 97.230 | 2.770 | |
| Total | 7673130193 | 5202968656 | 67.808 | 5144562842 | 58405814 | 98.877 | 1.123 |
| Resolution required: (Ordinary/Special) | Ordinary (06) : To appoint M/s. B S R & Co. LLP, Chartered<br>Accountants as one of the Joint Statutory Auditors and to fix<br>the<br>overall remuneration of the Joint Statutory Auditors | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -<br> <br>inFavour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5180879244 | 91.992 | 5143293492 | 37585752 | 99.275 | 0.725 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5180879244 | 91.992 | 5143293492 | 37585752 | 99.275 | 0.725 | |
| Public<br>- Non Institutions | E-Voting | 23285261 | 1.141 | 22972741 | 312520 | 98.658 | 1.342 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23285261 | 1.141 | 22972741 | 312520 | 98.658 | 1.342 | |
| Total | 7673130193 | 5204164505 | 67.823 | 5166266233 | 37898272 | 99.272 | 0.728 |
| Resolution required: (Ordinary/Special) | Special (07) : To issue Long-Term Bonds (financing of infrastructure<br>and affordable housing), Perpetual Debt Instruments (part<br>of<br>additional Tier I capital) and Tier II capital bonds through private<br>placement | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. of<br><br><br>VotesPolled | % of VotesPolled onoutstandingShares | No. of<br> <br>Votes-in Favour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5181213544 | 91.998 | 5179238213 | 1975331 | 99.962 | 0.038 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5181213544 | 91.998 | 5179238213 | 1975331 | 99.962 | 0.038 | |
| Public<br>- Non Institutions | E-Voting | 23287773 | 1.141 | 23012630 | 275143 | 98.819 | 1.181 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23287773 | 1.141 | 23012630 | 275143 | 98.819 | 1.181 | |
| Total | 7673130193 | 5204501317 | 67.828 | 5202250843 | 2250474 | 99.957 | 0.043 |
| Resolution required: (Ordinary/Special) | Special (08) : To appoint M/s. Bhandari & Associates, Company<br>Secretaries as Secretarial Auditors and to fix<br>their<br>remuneration | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether promoter/ promoter group are interested intheagenda/resolution? | No | |||||||
| Category | Mode of Voting | No. ofshares held | No. ofVotesPolled | % of VotesPolled onoutstandingShares | No. ofVotes -in Favour | No. ofVotes -Against | % of Votesin favouron votesPolled | % of Votesagainst onvotesPolled |
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||
| Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |
| Public<br>- Institutions | E-Voting | 5180556517 | 91.986 | 5180556517 | 0 | 100.000 | 0.000 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 5631896151 | 5180556517 | 91.986 | 5180556517 | 0 | 100.000 | 0.000 | |
| Public<br>- Non Institutions | E-Voting | 23287823 | 1.141 | 22851474 | 436349 | 98.126 | 1.874 | |
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||
| Total | 2041234042 | 23287823 | 1.141 | 22851474 | 436349 | 98.126 | 1.874 | |
| Total | 7673130193 | 5203844340 | 67.819 | 5203407991 | 436349 | 99.992 | 0.008 |
Yours faithfully,
For HDFC Bank Limited
Ajay Agarwal
Company Secretary
Group Head - Secretarial & Group Oversight
Consolidated Scrutinizer’s Report on remotee-voting & voting conducted at the 31^st^ Annual General Meeting of HDFC Bank Limited held on Friday, August 8, 2025
To,
The Chairman
HDFC Bank Limited
HDFC Bank House,
Senapati Bapat Marg,
Lower Parel,
Mumbai - 400013.
Sub: Consolidated Scrutinizer’s Report on remote e-voting and e-voting conducted pursuant to Section 108 of the Companies Act, 2013 (“Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, and in accordance with thevarious General Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’) in this regard.
I, B Narasimhan, Proprietor of BN & Associates, Company Secretaries, had been appointed as a Scrutinizer by the Board of Directors of HDFC Bank Limited (hereinafter referred to as the “Bank”) at its meeting held on June 20, 2025 to scrutinize the remote e-voting process and e-voting process conducted at the 31^st^ (Thirty–First) Annual General Meeting (‘AGM’) of the Bank held on Friday, August 8, 2025 at 02:00 P.M. (IST) by means of Video-Conferencing (VC), in a fair and transparent manner, pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with the Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”), as amended, by MCA and SEBI respectively (hereinafter referered to as “ApplicableCirculars”), providing relaxation for the manner in which the AGM shall be held and conducted including the manner of sending the Notices and Annual Reports to the shareholders and the manner of voting at the meeting**.**
I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules and the relaxations as provided in the Applicable Circulars.
Report on Scrutiny:
| • | The Bank had appointed the National Securities Depository Ltd. (‘NSDL’) as the Serviceprovider, for the purpose of extending the facility of Remote E-Voting to the Members of the Bank and for voting electronically at the meeting. |
|---|---|
| • | Datamatics Business Solutions Ltd. (formerly Datamatics Financial Services Ltd.) is the Registrar and Share<br>Transfer Agents (‘RTA’) of the Bank. |
| --- | --- |
| • | NSDL had provided a system for recording the votes of the Members electronically through remote e-voting as well as at the AGM on all the businesses (both Ordinary and Special businesses) sought to be transacted at the 31^st^ AGM of the Bank, which was held on<br>Friday, August 8, 2025. Further, the electronic voting facility was set up on their website, https://www.evoting.nsdl.com. The AGM Notice was hosted on the Bank’s website and that of NSDL, and the Stock Exchanges viz., BSE Limited<br>and National Stock Exchange of India Limited to facilitate the Members of the Bank to cast their vote electronically through e-voting. |
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| • | The Management of the Bank is responsible for ensuring compliance with the requirements of the Act, the Rules<br>made thereunder and the SEBI Listing Regulations. My responsibility as the Scrutinizer of the voting process (through E-voting), was restricted to scrutinize the<br>e-voting process, in a fair and transparent manner and to prepare a Scrutinizer’s Report of the votes cast in favour and against the resolutions stated in the Notice, based on the reports generated from<br>the e-voting system provided by NSDL. |
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| • | The cut-off date to determine the shareholders entitled to receive the<br>Notice of the AGM was July 11, 2025 and as on that date, there were 35,90,231 Members of the Bank. As mentioned in the Applicable Circulars, NSDL had sent the Notices of the AGM along with Integrated Annual Report and E-voting details by e-mail to 34,55,022 Members consitituting 96.23% of the total Members, whose email-id was registered with the<br>Depositories/ RTA. |
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| • | The Notices sent through e-mail contained the detailed procedure to be<br>followed by the Members who were desirous of casting their votes electronically as provided in the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and as provided in the Applicable Circulars. |
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| • | The Bank had completed the dispatch of the notices by e-mail to the<br>Members on Monday, July 14, 2025. |
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| • | The Bank, in terms of Regulation 36 (1) of the SEBI Listing Regulations, had also sent a letter to the<br>Members, whose e-mail address was not registered with their respective Depository Participan or RTA, stating the web-link and the navigation path to access the Annual<br>Report. |
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| • | The Cut-off date for the purposes of identifying the Members who were<br>entitled to vote on the resolutions placed for approval of the Members was Friday, August 1, 2025. As on that date there were 35,85,636 shareholders who were eligible to participate in the voting. |
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| • | The voting period for remote e-voting commenced on Monday,<br>August 4, 2025 (10:00 A.M IST) and ended on Thursday, August 7, 2025 (5:00 P.M. IST) |
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| • | As prescribed in clause IV of the Circular dated May 5, 2020 issued by MCA, which is forming part of the<br>Applicable Circulars, the Bank had released an advertisement prior to sending Notices to the Shareholders which was published in English Newspaper i.e., ‘Business Standard’ having country-wide circulation dated June 25, 2025 and in<br>Marathi Newspaper i.e. ‘Navshakti’ dated June 25, 2025. The Notice published in these newspapers contained the required information as provided under clause IV (a) to (f) of the said circular. |
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| • | As prescribed in clause (v) of sub-rule 4 of the Rule 20 of the<br>Companies (Management and Administration) Rules, 2014, the Bank also released an advertisement, which was published more than 21 days before the date of the AGM in English Newspaper i.e. ‘Business Standard’ having country-wide circulation<br>dated July 15, 2025 and in Marathi Newspaper i.e. ‘Navshakti’ dated July 15, 2025. The notice published in these newspapers contained the required information as specified in sub-rule<br>4(v) (a) to (h) of the said Rule 20. |
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| • | At the end of the voting period on August 7, 2025 at 5:00 P.M.IST, the voting portal of NSDL was disabled<br>and the details of the shareholders who have participated through remote evoting was downloaded from the website of NSDL. |
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| • | At the 31^st^ AGM of the Bank held through VC, the facility<br>to vote electronically was provided to those members who attended the meeting through VC but could not participate in the remote e-voting to record their votes after considering all the items of business.<br> |
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| • | On August 8, 2025, after tabulating the votes cast electronically through the system provided by NSDL,<br>the votes cast through Remote E-Voting facility was duly unblocked by me as a Scrutinizer in the presence of Mr. K. Venkataraman and Mr. Kartik Madrecha who acted as the witnesses, as prescribed in<br>Sub Rule 4(xii) of the said Rule 20. After unblocking the votes cast, the total votes cast both through remote e-voting and by voting through electronic means at the AGM, were consolidated and the final<br>Scrutinizer’s Report was prepared. |
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| • | Thereafter, I as a Scrutinizer duly compiled details of the Remote<br>E-Voting carried out by the Members and the electronic voting done at the AGM, the details of which are as follows: |
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The results of the Remote E-voting together with that of the voting conducted at the 31^st^ AGM by way of Electronic means are as under:
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| Details | Remote E-voting | Votingthrough<br> <br>electronic means<br><br><br>at AGM | Total voting |
|---|---|---|---|
| Number of members who cast their votes | 9,493 | 47 | 9,540 |
| Total number of Shares held by them | 521,90,89,612 | 3,02,526 | 521,93,92,138 |
| Valid votes | As per details<br>provided under each one of the Resolution(s) mentioned hereunder | ||
| Invalid Votes | Various as<br>mentioned under each of the Resolution |
Note:
1. Percentage of votes cast in favour or against the resolutions is calculated based on the Valid Votes cast through Remote E-Voting and through electronic voting at the AGM.
ORDINARY BUSINESS
I) Item No. 1 of the Notice (As an Ordinary Resolution): **** ****
To receive, consider and adopt the audited financial statements (standalone) of the Bank for the year ended March 31, 2025 and the Reports of the Board of Directors and Auditors thereon.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 513,78,94,079 | **** | 99.956 | **** | 22,83,026 | **** | 0.044 | **** | 792,15,033 |
Item No. 1 of Notice stands passed with the requisite majority.
II) Item No. 2 of the Notice (As an Ordinary Resolution):
To receive, consider and adopt the audited financial statements (consolidated) of the Bank for the year ended March 31, 2025 and the Reports of the Auditors thereon.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 513,78,86,346 | **** | 99.956 | **** | 22,54,846 | **** | 0.044 | **** | 792,50,946 |
Item No. 2 of Notice stands passed with the requisite majority.
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III) Item No. 3 of the Notice (As an Ordinary Resolution):
To consider declaration of dividend on Equity Shares.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 520,49,68,073 | **** | 99.996 | **** | 2,16,080 | **** | 0.004 | **** | 142,07,985 |
Item No. 3 of Notice stands passed with the requisite majority.
IV) Item No. 4 of the Notice (As an Ordinary Resolution):
To appoint a director in place of Mr. Kaizad Bharucha (DIN: 02490648), who retires by rotation and, being eligible, offers himself for re-appointment.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 515,72,49,179 | **** | 99.119 | **** | 458,37,668 | **** | 0.881 | **** | 163,05,291 |
Item No. 4 of Notice stands passed with the requisite majority.
V) Item No. 5 of the Notice (As an Ordinary Resolution):
To appoint a director in place of Mrs. Renu Karnad (DIN: 00008064), who retires by rotation and, being eligible, offers herself for re-appointment.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 514,45,62,842 | **** | 98.877 | **** | 584,05,814 | **** | 1.123 | **** | 164,23,482 |
Item No. 5 of Notice stands passed with the requisite majority.
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VI) Item No. 6 of the Notice (As an Ordinary Resolution):
To Appoint M/s. BSR & Co. LLP, Chartered Accountants as one of the Joint Statutory Auditors and to fix the overall remuneration of the Joint Statutory Auditors.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 516,62,66,233 | **** | 99.272 | **** | 3,78,98,272 | **** | 0.728 | **** | 152,27,633 |
Item No. 6 of Notice stands passed with the requisite majority.
SPECIAL BUSINESS
VII) Item No. 7 of the Notice (As a Special Resolution):
To issue Long-Term Bonds (financing of infrastructure and affordable housing) Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds through private placement.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 520,22,50,843 | **** | 99.957 | **** | 22,50,474 | **** | 0.043 | **** | 148,90,821 |
Item No. 7 of Notice stands passed with the requisite majority.
VIII) Item No. 8 of the Notice (As an Ordinary Resolution):
To appoint M/s. Bhandari & Associates, Company Secretaries as Secretarial Auditors and to fix their remuneration.
| Manner of voting | **** | Votes<br><br><br>in favour of the resolution | **** | Votes<br><br><br>against the resolution | **** | Abstained/less voted/ invalid | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number ofShares | Percent | Number ofShares | Percent | Number ofShares | ||||||
| Total votes through Remote e-Voting andE-Voting at the AGM | **** | 520,34,07,991 | **** | 99.992 | **** | 4,36,349 | **** | 0.008 | **** | 155,47,798 |
Item No. 8 of Notice stands passed with the requisite majority.
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All the Resolutions mentioned in the Notice of 31^st^ AGM of the Bank dated June 20, 2025, as per the details above, stands passed under Remote E-voting and voting conducted at the AGM electronically with the requisite majority and hence deemed to be passed as on the date of the AGM.
I hereby confirm that I am maintaining the soft copy of the Registers received from the Service Provider in respect of the votes cast through Remote E-Voting and voting conducted at AGM by way of electronic means by the Members of the Bank. All other relevant records relating to remote e-voting and Electronic voting is under my safe custody and will be handed over to the Company Secretary for safe keeping, after the Chairman signs the Minutes.
Thanking you,
Yours Faithfully
For BN & Associates
| B Narasimhan | Place: Mumbai | Date 8^th^ August2025 |
|---|---|---|
| (Proprietor) | ||
| Regn: 2011MH166700 | ||
| Membership no FCS 1303 COP no 10440 | ||
| PR Cert No. 925/2020 | ||
| UDIN No. F001303G000925358 |
The following were the witnesses to the unblocking the votes cast through remote e-voting.
| 1. Mr. K Venkataraman | 2. Mr. Kartik Madrecha |
|---|
I have received the report:
| Signature | |
|---|---|
| Ajay Agarwal | Place: Mumbai |
| Company Secretary | |
| Group Head – Secretarial & Group Oversight | Date: August 8, 2025 |
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