In accordance with AS-29, “Provisions, ContingentLiabilities and Contingent Assets”, the Bank recognises
provisions when it has a present obligation as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and when a reliable estimate of the amountof the obligation can be made.
Provisions are determined based on management estimaterequired to settle the obligation at the Balance Sheet date,supplemented by experience of similar transactions.These are reviewed at each Balance Sheet date andadjusted to reflect the current management estimates.
A disclosure of contingent liability is made when there is:
• a possible obligation arising from a past event,the existence of which will be confirmed by theoccurrence or non-occurrence of one or moreuncertain future events not within the control of theBank; or
• a present obligation arising from a past event whichis not recognised as it is not probable that an outflowof resources will be required to settle the obligationor a reliable estimate of the amount of the obligationcannot be made.
When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resourcesis remote, no provision or disclosure is made.
Contingent assets, if any, are not recognised in thefinancial statements since this may result in the recognitionof income that may never be realised.
Cash and cash equivalents include cash, gold inhand, rupee digital currency with RBI, balances withRBI, balances with other banks and money at call andshort notice.
Share issue expenses are adjusted against SharePremium Account in terms of Section 52 of the CompaniesAct, 2013.
Expenditure towards corporate social responsibility, inaccordance with Companies Act, 2013, is recognised inthe Profit and Loss Account.
Amounts in notes forming part of the standalone financial statements for the year ended March 31, 2025 are denominated inrupee crore to conform to extant RBI guidelines, except where stated otherwise.
The Board of Directors at its meeting held on April 04, 2022, approved a composite Scheme of amalgamation (“Scheme”),for the amalgamation of: (i) erstwhile HDFC Investments Limited (“eHDFC Investments”) and erstwhile HDFC HoldingsLimited (“eHDFC Holdings”), with and into erstwhile Housing Development Finance Corporation Limited (“eHDFC Limited”);and thereafter (ii) eHDFC Limited into HDFC Bank Limited (“Bank”), and their respective shareholders and creditors, underSections 230 to 232 of the Companies Act, 2013 and other applicable laws including the rules and regulations. The Schemewas approved by the shareholders at the National Company Law Tribunal (“NCLT”) convened meeting of the shareholdersof the Bank held on November 25, 2022. The NCLT, in accordance with Sections 230 to 232 of the Companies Act, 2013and rules thereunder, vide its order dated March 17, 2023 sanctioned the Scheme. Upon receipt of all requisite approvals,the Bank filed form INC 28 with Registrar of Companies on July 01, 2023 and accordingly, the Scheme became effectiveon July 01, 2023. As per the Scheme, the appointed date for the amalgamation of eHDFC Limited with and into the Bankis the same as effective date of the Scheme i.e. July 01,2023. The Profit and Loss Account for the year ended March 31,2025 include the operations of eHDFC Limited which amalgamated with and into HDFC Bank on July 01,2023 and henceare not comparable with the Profit and Loss Account for the year ended March 31, 2024.
The amalgamation was accounted under the ‘pooling of interest' method as prescribed in Accounting Standard-14“Accounting for amalgamation” (“AS-14”). Outstanding balances between eHDFC Limited and the Bank were eliminated ason July 01, 2023. All assets and liabilities of eHDFC Limited were recognised by the Bank at their carrying amounts as onthat date except for adjustments to bring about uniformity of accounting policies as required under AS-14. The share capitalof ' 311.04 crore issued by the Bank as consideration pursuant to the Scheme was adjusted against the correspondingshare capital of eHDFC Limited of ' 370.29 crore and the difference was adjusted to Amalgamation Reserve. Further,excess of cost over face value of Investment in shares of the Bank by eHDFC Limited of ' 14,006.31 crore was adjustedto Amalgamation Reserve. Consequently, the Bank recognised a debit balance of ' 13,947.06 crore in the AmalgamationReserve as a result of these adjustments.
Consequent upon amalgamation becoming effective, the authorised share capital of the Bank stood increased to ' 1,190.61crore (11,90,61,00,000 shares of ' 1/- each) on account of transfer to and amalgamation / combination of authorised capitalof eHDFC Limited with the authorised share capital of the Bank. In terms of the Scheme, the Bank issued and allotted3,11,03,96,492 equity shares to the shareholders of eHDFC Limited as on July 13, 2023, being the record date fixed by theBoard of Directors as per the Scheme, in accordance with the share exchange ratio i.e. 42 equity shares of face value of' 1/- each of the Bank for every 25 equity shares of face value of ' 2/- each of eHDFC Limited. Accordingly, the paid-upshare capital of the Bank increased from ' 559.18 crore consisting of 5,59,17,98,806 equity shares of ' 1/- each to ' 753.76crore consisting of 7,53,75,69,464 equity shares of ' 1/- each, post cancellation of 1,16,46,25,834 equity shares held byeHDFC Limited in the Bank on that date in accordance with the provisions of the Scheme.
As part of the Scheme, certain leased out immovable properties of eHDFC Limited were transferred to the Bank onamalgamation. The Bank has initiated necessary steps to foreclose these leases.
The Board of Directors at its meeting held on April 19, 2025 proposed a dividend of ' 22.00 per equity share (previous year:' 19.50 per equity share) aggregating to ' 16,834.89 crore subject to the approval of shareholders at the ensuing AnnualGeneral Meeting. During the year ended March 31, 2025, the dividend paid by the Bank in respect of the previous yearended March 31, 2024 was ' 14,826.19 crore. In terms of the AS-4 “Contingencies and events occurring after the balancesheet date”, the Bank has not appropriated the proposed dividend from the Profit and Loss Account and the same willbe recognised in the year of actual payout post approval. However, effect of the proposed dividend has been reckoned indetermining capital funds in computation of the capital adequacy ratio.
The RBI, vide its master direction dated September 12, 2023, issued revised norms (herein after referred as ‘revised normson investments') for the classification, valuation and operation of investment portfolio of banks, which became applicablefrom April 01, 2024. While hitherto, the investment portfolio was classified under the Held to Maturity (HTM), Available forSale (AFS) and Held for Trading (HFT) categories, the revised norms bring in a principle-based classification of investmentportfolio and a symmetric treatment of fair value gains and losses. In accordance with the revised norms and the Bank'sboard approved policy, the Bank has classified its investment portfolio as on April 01, 2024 under the categories of Held toMaturity (HTM), Available for Sale (AFS), subsidiaries, associates and joint ventures and Fair Value Through Profit and Loss(FVTPL) with Held for Trading (HFT) as a sub-category of FVTPL, and from that date, measures and values the investmentportfolio under the revised framework. On transition to the framework on April 01, 2024, the Bank has recognised a netgain of ' 482.87 crore (net of tax of ' 127.00 crore) which has been credited to general reserve, in accordance with the saidnorms. The impact of the revised framework subsequent to the transition is not ascertainable and as such the income /profit or loss from investments for the year ended March 31, 2025, is not comparable with that of the previous year.
The Bank's capital to risk-weighted assets ratio (‘Capital Adequacy Ratio') is calculated in accordance with the RBI guidelineson Basel III capital regulations (‘Basel III'). The minimum capital ratio requirement under Basel III as at March 31, 2025 andMarch 31, 2024 is as follows:
As on March 31, 2025, the Bank's subordinated and perpetual debt capital instruments amounted to ' 22,000.00 crore(previous year: ' 22,000.00 crore) and ' 12,286.50 crore (previous year: ' 12,079.50 crore) respectively.
In accordance with the RBI guidelines, banks are required to make consolidated Pillar 3 and Net Stable Funding Ratio (NSFR)disclosures under the Basel III Framework. These disclosures would be available on the Bank's website at the followinglink: https://www.hdfcbank.com/personal/resources/regulatory-disclosures. These disclosures have not been subjectedto audit by the statutory auditors of the Bank.
During the year ended March 31,2025, the Bank allotted 5,53,11,012 equity shares (previous year: 4,66,21,586 equity shares)aggregating to face value of ' 5.53 crore (previous year: ' 4.66 crore) on exercise of stock options / units. Accordingly, theshare capital increased by ' 5.53 crore (previous year: ' 4.66 crore) and the share premium increased by ' 6,340.97 crore(previous year: ' 5,245.07 crore).
During the previous year, the Bank issued and allotted 3,11,03,96,492 equity shares to the shareholders of eHDFC Limitedin terms of the Scheme. Accordingly, the paid-up share capital of the Bank increased from ' 559.18 crore consisting of5,59,17,98,806 equity shares of ' 1/- each to ' 753.76 crore consisting of 7,53,75,69,464 equity shares of ' 1/- each,post cancellation of 1,16,46,25,834 equity shares held by eHDFC Limited in the Bank on that date in accordance with theprovisions of the Scheme. Further, share premium increased by ' 51,728.83 crore on amalgamation of eHDFC Limited.
During the previous year, the Bank allotted 2,47,75,632 equity shares pursuant to exercise of convertible share warrantsissued by eHDFC Limited. Accordingly, the share capital and share premium of the Bank increased by ' 2.48 crore and' 3,455.79 crore respectively, including money received by eHDFC Limited at the time of allotment of share warrants.
The details of the movement in the paid-up equity share capital of the Bank are given below:
The cost of stock-based compensation is determined using the fair value method. For the year ended March 31, 2025, anamount of ' 1,890.70 crore (previous year: ' 1,547.40 crore) is recognised in the profit and loss account and credited toEmployees Stock Options Outstanding account. In the previous year, upon amalgamation of eHDFC Limited with and intothe Bank, the Bank recognised ' 123.81 crore as Employees Stock Options Outstanding on account of fair valuation ofshare-linked instruments.
During the year ended March 31, 2025, on exercise of share-linked instruments, an amount of ' 723.11 crore (previousyear: ' 84.18 crore) is transferred from Employees Stock Options Outstanding to share premium and on lapses of share-linked instruments, an amount of ' 15.11 crore (previous year: ' 1.34 crore) is transferred from Employees Stock OptionsOutstanding to General reserve.
The shareholders of the Bank approved the grant of equity stock options under Plan “C” in June 2005, Plan “D” in June
2007, Plan “E” in June 2010, Plan “F” in June 2013, Plan “G” in July 2016 and Plan “H” in August 2024. The Bank alsoapproved the Employee Stock Incentive Master Scheme in May 2022. Under the terms of each of these plans, the Bankmay issue to its employees and Whole Time Directors, Equity Stock Options (‘ESOPs') or Restricted Stock Units (‘Units')each of which is convertible into one equity share. Further, pursuant to the amalgamation of eHDFC Limited with and intoBank effective from July 01, 2023, the existing ESOP Schemes of the eHDFC Limited comprising of eHDFC 2007, eHDFC
2008, eHDFC 2014, eHDFC 2017 and eHDFC 2020 were taken over by the Bank.
All the plans were framed in accordance with the SEBI (Employee Stock Option Scheme & Employee Stock PurchaseScheme) Guidelines, 1999 as amended from time to time and as applicable at the time of the grant. The accounting for thestock options has been in accordance with the Securities and Exchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 and RBI guidelines to the extent applicable.
The plans provide for the issuance of options at the recommendation of the Nomination and Remuneration Committee ofthe Board (‘NRC') at the closing price on the working day immediately preceding the date when options are granted. Thisclosing price is the closing price of the Bank's equity share on an Indian stock exchange with the highest trading volumeas of the working day preceding the date of grant. Further, the units are issued at the face value of the equity share of ' 1/-
During the year ended March 31,2025, the Bank has made an appropriation of ' 16,836.84 crore (previous year: ' 15,203.07crore) out of profits for the year to the Statutory Reserve pursuant to the requirements of Section 17 of the BankingRegulation Act, 1949 read with RBI guidelines.
During the year ended March 31,2025, the Bank has made an appropriation of ' 6,734.74 crore (previous year: ' 6,081.23crore) out of profits for the year to the General Reserve. Further, the Bank has transferred ' 15.11 crore (previous year:' 1.34 crore) from Employee Stock Options Outstanding to General Reserve on lapses of share-linked instruments.
On transition to the revised norms on investments, the Bank has recognised a net gain of ' 482.87 crore (net of tax ' 127.00crore) which has been credited to General Reserve.
During the year ended March 31,2025, the Bank has made an appropriation of ' 3,200.00 crore (previous year: ' 3,000.00crore) to the Special Reserve as per Section 36(1) (viii) of the Income-tax Act, 1961.
The balance of ' 1,063.56 crore represents excess of net assets taken over the paid-up value of equity shares issued asconsideration with respect to amalgamation of Times Bank Limited during FY 2000 and Centurion Bank of Punjab Limitedduring FY 2009 with the Bank.
During the previous year, the share capital of ' 311.04 crore issued by the Bank as consideration pursuant to the schemewas adjusted against the corresponding share capital of eHDFC Limited of ' 370.29 crore and the difference was adjustedto Amalgamation Reserve. Further, excess of cost over face value of Investment in shares of the Bank by eHDFC Limitedof ' 14,006.31 crore was adjusted to Amalgamation Reserve. Consequently, the Bank recognised a debit balance of' 13,947.06 crore in the Amalgamation Reserve as a result of these adjustments.
During the year ended March 31, 2025, the Bank has made an appropriation ' 507.00 crore (previous year: ' 4,166.42crore), being the profit on sale of investments under HTM category and profit on sale of immovable properties, net of taxesand transfer to statutory reserve, from the Profit and Loss Account to the Capital Reserve.
On transition to the revised norms on investments, the Bank has transferred ' 529.42 crore from the Investment ReserveAccount (IRA) to Investment Fluctuation Reserve (IFR).
In the previous year, the Bank had transferred ' 529.42 crore (net) from the Profit and Loss Account to the IRA as per theRBI guidelines.
On transition to the revised norms on investments, the Bank has transferred ' 529.42 crore from the IRA to IFR.
During the year ended March 31,2025, the Bank has made an appropriation of Nil (previous year: ' 378.00 crore) to IFR.As per RBI guidelines, banks are required to maintain an IFR equivalent to 2.00% of their AFS and FVTPL investmentportfolios. The balance in the IFR as at March 31, 2025 is 2.55% (previous year: 3.48%A) of the Bank's AFS and FVTPLinvestment portfolios.
A For the year ended March 31, 2024 the ratio represents closing balance in IFR as a percentage of closing balance of investments in AFS andHFT categories.
As at March 31, 2025, the Bank has recognised ' 1,073.94 crore (previous year: ' 880.11 crore) as Foreign CurrencyTranslation Reserve on account of translation of foreign currency assets and liabilities of non-integral foreign operations.
As at March 31, 2025, the Bank has recognised debit of ' 32.73 crore (previous year: credit of ' 840.31 crore) as CashFlow Hedge Reserve on derivative contracts designated as cash flow hedge.
Pursuant to the revised norms on investments, the net appreciation or depreciation on all performing investments held underAFS category is directly credited or debited to AFS Reserve. Accordingly, as at March 31, 2025 the Bank has recognised' 616.81 crore, net of taxes as AFS Reserve.
The Bank has not undertaken any drawdown from reserves during the years ended March 31, 2025 and March 31,2024.
The Liquidity Coverage Ratio (LCR) is one of the Basel Committee's key reforms to develop a more resilient banking sector.The objective of the LCR is to promote the short-term resilience of the liquidity risk profile of banks. It does this by ensuringthat banks have an adequate stock of unencumbered high-quality liquid assets (HQLA) that can be converted easily andimmediately into cash to meet their liquidity needs for a 30 calendar day liquidity stress scenario. The LCR is expected toimprove the banking sector's ability to absorb shocks arising from financial and economic stress, whatever the source,thus reducing the risk of spillovers from the financial sector to the real economy.
The Liquidity Risk Management of the Bank is governed by the Asset Liability Management (ALM) Policy approved by theBoard. The Asset Liability Committee (ALCO) is a decision-making unit responsible for implementing the liquidity and interestrate risk management strategy of the Bank in line with its risk management objectives and ensures adherence to the risktolerance / limits set by the Board. The Bank has also set up a senior level management committee, viz., the Group RiskManagement Committee (GRMC) under the ICAAP framework of the Bank, to establish a formal and dedicated structureto periodically assess the nature / quantum of material risks of the subsidiaries and adequacy of its risk managementprocesses, including providing oversight for managing liquidity risk. Liquidity for the Bank's domestic banking operationsis directly managed at the Head Office. The overseas branches and offshore unit of the Bank independently manage theirliquidity requirements with support from the Head Office. Similarly, the Bank's subsidiaries independently manage theirliquidity requirements under guidance of the GRMC, which, along with senior management of the subsidiaries, reviewsthe risk assessment of material risks at the subsidiaries. Further, the Bank maintains suitable systems and processes tomonitor liquidity requirements in other currencies as appropriate.
In order to determine cash outflows, the Bank segregates its deposits into various customer segments, viz., Retail (whichinclude deposits from individuals), Small Business Customers (those with deposits upto ' 7.5 crore), and Wholesale (whichwould cover all residual deposits). Other contractual funding, including a portion of other liabilities which are expectedto run down in a 30-day time frame are included in the cash outflows. These classifications, based on extant regulatoryguidelines, are part of the Bank's LCR framework, and are also submitted to the RBI.
The LCR is calculated by dividing a Bank's stock of HQLA by its total net cash outflows over a 30-day stress period. Thepresent minimum requirement, as on March 31, 2025, is 100%.
I n the Indian context, the run-off factors for the stressed scenarios are prescribed by the RBI, for various categoriesof liabilities (viz., deposits, unsecured and secured wholesale borrowings), undrawn commitments, derivative-relatedexposures, and offset with inflows emanating from assets maturing within the same time period. Given below is a table ofrun-off factors and the average LCR maintained by the Bank quarter-wise over the past two years:
The average LCR for the quarter ended March 31, 2025, was at 118.96% as against 114.73% for the quarter ended March31,2024, and above the present prescribed minimum requirement of 100%. The average HQLA for the quarter ended March31, 2025, was ' 725,568.81 crore, as against ' 558,424.94 crore for the quarter ended March 31,2024. During the sameperiod the composition of government securities and treasury bills in the HQLA was at 96.55% as compared to 95.74% inthe previous year.
For the quarter ended March 31, 2025, derivative exposures (net of cash inflows) / collateral requirements and undrawncommitments constituted around 0.47% and 1.28% respectively of average cash outflow as against 0.59% and 1.54%respectively for quarter ended March 31,2024. The Bank has a significant portion of funding through deposits. As of March31, 2025, the top 20 depositors comprised of 4.32% of total deposits indicating a healthy and stable deposit profile.
The Bank has in place a policy and process for managing currency induced credit risk. The credit appraisalmemorandum prepared at the time of origination and review of a credit facility is required to discuss the exchangerisk that the customer is exposed to from all sources, including trade related, foreign currency borrowings and externalcommercial borrowings. It could cover the natural hedge available to the customer as well as other hedging methodsadopted by the customer to mitigate exchange risk. For foreign currency loans granted by the Bank beyond a definedthreshold the customer is encouraged to enter into appropriate risk hedging mechanisms with the Bank. Alternatively,the Bank satisfies itself that the customer has the financial capacity to bear the exchange risk in the normal course ofits business and / or has other mitigants to reduce the risk. On a periodic basis, the Bank reviews information on theunhedged portion of foreign currency exposures of customers, whose total foreign currency exposure with the Bankexceeds a defined threshold. A Board approved credit risk rating linked limit on unhedged foreign currency positionof customers is applicable when extending credit facilities to a customer. The compliance with the limit is assessedby estimating the extent of drop in a customer's annual Earnings Before Interest and Depreciation (‘EBID') due toa potentially large adverse movement in exchange rate impacting the unhedged foreign currency exposure of thecustomer. Where a breach is observed in such a simulation, the customer is suitably advised to review and manageits unhedged exposure, where deemed necessary.
The Bank holds standard asset provisions of ' 318.05 crore (previous year: ' 392.13 crore) and maintains capital(including D-SIB) of ' 1,551.56 crore (previous year: ' 1,692.53 crore) as at March 31,2025, in respect of the unhedgedforeign currency exposure of its customers.
The RBI has prescribed limits linked to a bank's eligible capital base in respect of exposures to single counterpartyand group of connected counterparties. During the years ended March 31, 2025 and March 31, 2024 the Bank waswithin the limits prescribed by the RBI.
The aggregate amount of participation issued by the Bank and reduced from advances as per regulatory guidelinesas at March 31, 2025 was ' 77,703.73 crore (previous year: ' 62,920.05 crore).
Overview of business and processes
Derivatives are financial instruments whose characteristics are derived from underlying assets, or from interest rates,exchange rates or indices. These include forwards, swaps, futures and options. The notional amounts of financialinstruments such as foreign exchange contracts and derivatives provide a basis for comparison with the instrumentsrecognised on the Balance Sheet but do not necessarily indicate the amounts of future cash flows involved or thecurrent fair value of the instruments and, therefore, do not indicate the Bank's exposure to credit or price risks. Thefollowing sections outline the nature and terms of the derivative transactions generally undertaken by the Bank.
Interest rate contracts
Forward rate agreements give the buyer the ability to determine the underlying rate of interest for a specified periodcommencing on a specified future date (the settlement date). The underlying rate of interest could be an interest rate curve,interest rate index or bond yield. There is no exchange of principal and settlement is effected on the settlement date. Thesettlement amount is the difference between the contracted rate and the market rate prevailing on the settlement datediscounted for the interest period of the agreement.
Interest rate swaps involve the exchange of interest obligations with the counterparty for a specified period withoutexchanging the underlying (or notional) principal.
Interest rate caps and floors give the buyer the ability to fix the maximum or minimum rate of interest. The writer of thecontract pays the amount by which the market rate exceeds or is less than the cap rate or the floor rate respectively. Acombination of interest rate caps and floors can create structures such as interest rate collar, cap spreads and floor spreads.
Interest rate futures are standardised interest rate derivative contracts traded on a recognised stock exchange to buyor sell a notional security or any other interest bearing instrument or an index of such instruments or interest rates at aspecified future date, at a price determined at the time of the contract.
Exchange rate contracts
Forward foreign exchange contracts are agreements to buy or sell fixed amounts of currency at an agreed exchange rateon a future date. These instruments are carried at fair value, determined based on either FEDAI rates or market quotations.
Cross currency swaps are agreements to exchange principal amounts denominated in different currencies. Crosscurrency swaps may also involve the exchange of interest payments on one specified currency for interest payments inanother specified currency for a specified period.
Currency options (including Exchange Traded Currency Option) give the buyer, on payment of a premium, the rightbut not an obligation, to buy or sell specified amounts of currency at an agreed exchange rate on or before a specifiedfuture date.
Currency futures contract is a standardised contract traded on an exchange, to buy or sell a certain underlying currencyon a certain date in the future, at a specified price. The contract specifies the rate of exchange between one unit of currencywith another.
The Bank's derivative transactions relate to sales and trading activities. Sale activities include the structuring and marketingof derivatives to customers to enable them to hedge their market risks (both interest rate and exchange risks), within theregulatory framework as applicable from time to time. The Bank deals in derivatives on its own account (trading activity)principally for the purpose of generating a profit from short term fluctuations in price yields or implied volatility. The Bankalso deals in derivatives to hedge the risk embedded in some of its Balance Sheet assets or liabilities.
The Treasury front-office enters into derivative transactions with customers and inter-bank counterparties. The Bankhas an independent back-office and mid-office as per regulatory guidelines. The Bank has credit risk and market riskdepartments, as part of the Risk Management Group, that assesses counterparty credit risk and market risk limits, withinthe risk architecture and processes of the Bank.
The Bank has in place a Derivative policy which covers various aspects that apply to the functioning of the derivativebusiness. The derivative business is administered through various market risk limits such as position limits, tenor limits,sensitivity limits, scenario based profit and loss limit for option portfolio, stop loss trigger levels and value-at-risk limitsthat are recommended by the Risk Policy and Monitoring Committee (‘RPMC') to the Board of Directors for approval. Allmethodologies that are used to assess market and credit risks for derivative transactions are specified by the market riskand credit risk units. Limits are monitored on a daily basis by the mid-office.
The Bank has a Board approved policy on Customer Suitability & Appropriateness, which forms part of the Derivativepolicy, to ensure that derivative transactions entered into are appropriate and suitable to the customer's nature ofbusiness / operations. Before entering into a derivative deal with a customer, the Bank scores the customer on various riskparameters and based on the overall score level it determines the kind of product that best suits its risk appetite and thecustomer's requirements.
The derivative book is classified into trading and hedging book. Classification of the derivative book is made on the basisof the definitions of the trading and hedging specified in the RBI guidelines. The trading book is managed within the tradinglimits recommended by the RPMC and approved by the Board of Directors.
For derivative contracts designated as hedging instruments, the Bank documents, at inception of the hedge, the relationshipbetween the hedging instrument and the hedged item, the risk management objective for undertaking the hedge and themethods used to assess the hedge effectiveness. Hedge effectiveness is ascertained at the time of inception of the hedgeand periodically thereafter. Hedge effectiveness is measured by the degree to which changes in the fair value or cash flowsof the hedged item that are attributable to a hedged risk are offset by changes in the fair value or cash flows of the hedginginstrument using various qualitative and quantitative methods.
The hedging book consists of transactions to hedge Balance Sheet assets or liabilities. The tenor of hedging instrumentmay be less than or equal to the tenor of underlying hedged asset or liability. The Bank as part of its risk managementstrategy, makes use of derivative instruments, including foreign exchange forward contracts, for hedging the risk embeddedin some of its financial assets or liabilities recognised on the Balance Sheet. In case of a fair value hedge, the changes inthe fair value of the hedging instruments and hedged items are recognised in the Profit and Loss Account and in case ofcash flow hedges other than for foreign exchange forward contracts and principal only swaps, the changes in fair valueof effective portion are recognised in Reserves and Surplus under ‘Cash flow hedge reserve' and ineffective portion of aneffective hedging relationship, if any, is recognised in the Profit and Loss Account. The accumulated balance in the cashflow hedge reserve, in an effective hedging relationship, is recycled in the Profit and Loss Account at the same time thatthe impact from the hedged item is recognised in the Profit and Loss Account. Foreign exchange forward contracts andprincipal only swaps not intended for trading, that are entered into to establish the amount of reporting currency requiredor available at the settlement date of a transaction, and are outstanding at the Balance Sheet date, are accounted inaccordance with AS-11. Accordingly, such contracts are not marked to market and only translated at spot rate. The premiaor discount arising at the inception of such forward exchange contract is amortised as expense or income over the life ofthe contract. The interest income / expense on such POS transaction is accounted on accrual basis.
The Bank enters into derivative transactions with counterparties based on their business ranking and financial position.The Bank sets up appropriate appetite / limits upon evaluating the ability of the counterparty to honour its obligations inthe event of crystallisation of the exposure. Appropriate credit covenants are stipulated where required, as trigger events to
call for collaterals or terminate a transaction and contain the risk. Further, to mitigate the current exposure in non-centrallycleared forex and derivative transactions, Bank has entered into Credit Support Annex (‘CSA’) agreements with some ofthe major international counterparty banks and few Indian financial institutions.
The Bank, at the minimum, conforms to the RBI guidelines with regard to provisioning requirements. Overdue receivablesrepresenting crystallised positive mark to market value of a derivative contract are transferred to the account of the borrowerand treated as non-performing assets, if these remain unpaid for 90 days or more. Full provision is made for the entireamount of overdue and future receivables relating to positive marked to market value of non-performing derivative contracts.
# For trading derivatives including accrued interest.
* Computed for the month end dates where hedge deals were outstanding.
"Amounts given are absolute values on a net basis, excluding currency options.
s The notional principal amounts of derivatives reflect the volume of transactions outstanding as at the BalanceSheet date and do not represent the amounts at risk.
s For the purpose of this disclosure; currency derivatives include currency options purchased and sold and crosscurrency swaps; forward contracts include foreign exchange spot, forward and swap contracts; interest ratederivatives include interest rate swaps, forward rate agreements and interest rate caps and floors.
s The Bank has computed the maximum and minimum of PV01 for the year based on the balances as at the endof every month.
s I n respect of derivative contracts, the Bank has computed the exposure under the Current Exposure Method
for counterparty credit risk capital computation based on the guidelines issued by RBI on “Bilateral Netting ofQualified Financial Contracts - Amendments to Prudential Guidelines” dated March 30, 2021 and any relatedamendments thereafter. However, for the purpose of calculating product-wise derivative exposure as mentionedin point number 3 in table above, Bank has calculated using Current Exposure Method (‘CEM') without the impactof Bilateral Netting.
The Bank has not transacted in credit default swaps during the year ended March 31, 2025 (previous year: Nil).
During the year ended March 31,2025, RBI has levied following penalties on the Bank:
• RBI vide its letter dated September 10, 2024 levied a penalty of ' 10,000,000 on the Bank for giving gifts to thedepositors at the time of accepting deposits, for opening certain savings accounts in the names of ineligible entitiesand for failure to ensure that customers are not contacted after 7 pm and before 7 am, in contravention to the ReserveBank directions on Interest Rate on Deposits' and ‘Recovery Agents engaged by Banks'.
• RBI vide its letter dated March 26, 2025 levied a penalty of ' 7,500,000 on the Bank for not categorising certaincustomers into low, medium and high-risk category based on its assessment and risk perception and for allottingmultiple customer identification code to certain customers instead of a Unique Customer ldentification Code (UCIC)for each customer, which were in contravention to Reserve Bank directions on ‘Know Your Customer (KYC)'.
The penalties have been paid by the Bank and has initiated / taken corrective measures, as necessary, to align theoperations / procedures in line with the applicable regulations.
During the year ended March 31, 2024, RBI vide its letter dated November 30, 2023 levied a penalty of ' 10,000 on theBank under Section 11(3) of FEMA, 1999 towards not obtaining RBI's approval for maintaining current and fixed depositaccounts of a foreign bank post cancellation of their license by RBI, which was in contravention to the para 13 of AP (DlRSeries) Circular no. 67 dated May 05, 2016. The penalty was paid by the Bank.
The Board of Directors of the Bank has constituted the Nomination and Remuneration Committee (hereinafter, the‘NRC') for overseeing and governing the compensation policies of the Bank. The NRC is comprised of four non¬executive directors as of March 31, 2025. Further, three members of the NRC are also members of the Risk Policyand Monitoring Committee (hereinafter, the ‘RPMC') of the Board.
As of March 31,2025, the NRC is comprised of Dr. Harsh Kumar Bhanwala, Mr. Sandeep Parekh, Mr. M.D. Ranganathand Mr. Atanu Chakraborty. Further, Mr. M.D. Ranganath, Mr. Sandeep Parekh and Mr. Atanu Chakraborty are alsothe members of the RPMC. Dr. Harsh Kumar Bhanwala is the chairperson of the NRC.
The primary mandate of the NRC is to oversee and review the implementation of compensation policies of the Bank.The NRC periodically reviews the overall Remuneration Policy of the Bank with a view to attract, retain and motivateemployees. In this capacity, it is required to review and approve the design of the total compensation framework,including compensation strategy programs and plans, on behalf of the Board of Directors. The compensationstructure and pay revision for the Group Heads, Material Risk Takers, Senior Management, Risk and Control Staff,Key Management Personnel and Whole Time Directors (who are also Material Risk Takers) of the Bank is approvedby the NRC and subsequently approved by the Board of Directors. The compensation of the Whole Time Directorsrequires the additional approval of the Reserve Bank of India. The NRC co-ordinates with the RPMC to ensure thatcompensation is aligned with prudent risk taking. Further the NRC also reviews the appointments of individuals at thelevels of Group Heads, Key Management Personnel, Senior Management and Whole Time Directors of the Bank.
The Bank engaged with the following consultants during the year ended March 31, 2025:
1. AON Consulting Private Limited - in respect of the Bank's annual salary market benchmarking exercise.
2. Deloitte Touche Tohmatsu India LLP - in respect of the Bank's benchmarking exercise pertaining to executivecompensation and compensation philosophy.
3. Mercer Consulting (India) Private Limited - in the area of job evaluation.
4. ESOP Direct- in respect of Bank's benchmarking exercise pertaining to ESOP Pool Calculation.
The Remuneration Policy of the Bank includes within its scope all business lines and functions, and all permanentstaff in the Bank's domestic as well as international offices. The principles articulated in the compensation policy areapplicable uniformly across the Bank. However, any statutory / regulatory provisions applicable in overseas locationstake precedence over the Remuneration Policy of the Bank.
All permanent employees of the Bank except those covered under the long term wage agreement are covered bythe said Remuneration Policy. The number of employees covered under the compensation policy was 2,14,308 as onMarch 31,2025 (previous year: 2,13,309).
The Bank's Remuneration Policy (the ‘Policy') is aligned to business strategy, market dynamics, internal characteristicsand complexities within the Bank. The ultimate objective of the Policy is to provide a fair and transparent structure thathelps in acquiring and retaining the talent pool critical to build competitive advantage and brand equity. The Policy hasbeen designed basis the principles for sound compensation practices in accordance with regulatory requirementsand provides a framework to create, modify and maintain appropriate compensation programs and processes withadequate supervision and control.
The Bank's performance management system provides a sound basis for assessing employee performance holistically.The Bank's compensation framework is aligned with the performance management system and differentiates payappropriately amongst its employees based on degree of contribution, performance, skill, experience, grade andavailability of talent owing to competitive market forces. Further, the Bank also considers compliance to processes,regulatory compliance and risk management as an integral part of its performance appraisal process. These factorsare given due weightage for the purposes of the final performance rating of employees for a given performance year.
The NRC considers the aforementioned principles enunciated in the Bank's compensation policy and ensures that:
(a) the compensation is adjusted for all types of prudent risk taking;
(b) compensation outcomes are symmetric with risk outcomes;
(c) compensation payouts are sensitive to the time horizon of risk; and
(d) the mix of cash, equity and other forms of compensation are aligned with risk.
Review of Remuneration Policy of the Bank
In Line with Annual Review of the Compensation Policy for the Bank, the same was proposed by the Bank to the NRCwith the proposal of changes basis observations of Audit on specific inclusions.
This was reviewed and approved by the NRC during the year ended March 31, 2025, vide NRC meeting dated 26thMarch, 2025
The design and structure of remuneration in accordance with the RBI guidelines dated November 04, 2019, for thefinancial year ended March 31, 2025, is as follows:
The Remuneration Policy ensures that the fixed component of the compensation is reasonable, taking into accountall relevant factors including industry practice.
The fixed pay component of the Bank's compensation structure typically consists of elements such as base salary,allowances, perquisites and retirement benefits. Perquisites extended are in the nature of company car, companyleased accommodation, club membership and such other benefits or allowances in lieu of such perquisites / benefits.Retirement benefits include contributions to Provident Fund, Superannuation Fund (for employees above certain jobbands), National Pension Scheme and Gratuity. The Bank also provides pension to certain employees of the erstwhileLord Krishna Bank (eLKB) under the Indian Banks' Association (‘IBA') structure.
The fixed pay is primarily determined by taking into account factors such as the job size, performance, experience,location, market competitiveness of pay and is designed to meet the following key objectives of:
(a) fair compensation given the role complexity and size;
(b) fair compensation given the individual's skill, competence, experience and market pay position;
(c) contribution to post retirement benefits; and
(d) compliance with all statutory obligations.
The quantum of fixed pay for the Senior Management i.e. Employees in Executive Vice President and above grades,Material Risk Takers other than Whole time Directors, Risk and Control Staff and Key Management Personnel areapproved by the NRC and the Board.
The quantum of fixed pay for Whole Time Directors is approved by the NRC and the Board, and is subject to theapproval of the RBI.
The performance management system forms the basis for variable pay allocation of the Bank. The Remuneration Policyof the Bank ensures that the performance management system is comprehensive and considers both, quantitativeand qualitative performance measures.
The variable pay will be in the form of share linked instruments or a mix of cash and share linked instruments.The share linked instrument used in the financial year 2024-25 was the Employee Stock Options. All plans forgrant of options are framed in accordance with the SEBI guidelines, 1999 as amended from time to time andare approved by the shareholders of the Bank. These plans provide for the grant of options post approval by theNRC. For Whole time Directors the variable pay is approved by the NRC, Board and the Reserve Bank of India.
The Bank will ensure that there is a proper balance between Fixed Pay and Variable Pay. In cases wherecompensation by way of share-linked instruments is not permitted by law / regulations, the entire variable paywill be in cash.
A substantial portion of compensation i.e. at least 50% will be variable and paid on the basis of individual, business-unit and organization performance. This will be in line with the principle that, at higher levels of responsibility,the proportion of variable pay will be higher. The total variable pay shall be limited to a maximum of 300% of thefixed pay (for the relative performance period).
I n case the variable pay is upto 200% of the fixed pay, a minimum of 50% of the variable pay; and in case thevariable pay is above 200%, a minimum of 67% of the variable pay shall be via non-cash instruments. The non¬cash component in 2024-25 comprised of Employee Stock Options.
In the event that the employee is barred by statute or regulation from grant of share-linked instruments, his / hervariable pay will be capped at 150% of fixed pay but shall not be less than 50% of the fixed pay.
For senior management including Whole time Directors (WTDs) and Material Risk Takers (MRTs), deferralarrangements exists for the variable pay. A minimum of 60% of total variable pay is under deferral arrangements.If cash component is a part of the variable pay, at least 50% of the cash bonus is deferred. In cases where cashcomponent of the bonus is under Rs 25 lakh, deferral arrangements is not necessary.
The deferral period is a minimum of three years and is applicable to both cash and non-cash components ofvariable pay. The deferral period for share linked instruments / ESOPs is governed by the ESOP Scheme Ruleswhich is approved by the NRC and the Board. In 2024-25, the deferment of cash variable pay, where applicable,was 3 years in the case of cash variable pay and 4 years (vesting period) in the case of Employee Stock Options.
The deferred portion of the remuneration vests at the end of deferral period and is spread out over the courseof the deferral period. The first vesting is not before one year from the commencement of the deferral period.The vesting is no faster than on a pro rata basis and the frequency of the vesting is more than a year in order toensure appropriate assessment of risk.
The Bank believes in sustained business performance in tandem with prudent risk taking. The Bank, therefore,has devised appropriate deterrents in order to institutionalize the aforementioned commitment.
Malus Arrangement: The provision of a Malus arrangement would entail cancellation of payout for the deferredportion of reward (cash variable pay / long term incentive (LTI) i.e. any Share Linked Instrument). The RBI guidelinesdefine malus thus “A malus arrangement permits the bank to prevent vesting of all or part of the amount of adeferred remuneration. Malus arrangement does not reverse vesting after it has already occurred.”
Clawback Arrangement: The provision of Clawback arrangement would entail return of payout of reward (cashvariable pay / long term incentive (LTI) i.e. any Share Linked Instrument) made in the previous years attributableto a given reference year wherein the incident has occurred. The return would be in terms of net amount. TheRBI guidelines define clawback thus “A clawback is a contractual agreement between the employee and thebank in which the employee agrees to return previously paid or vested remuneration to the bank under certaincircumstances.”
The malus and clawback clause will be actioned when the employee demonstrates behaviour involving fraudulentbehaviour, moral turpitude, lack of integrity, flagrant breach of company policies and statutory norms resulting in
financial or non-financial losses. Manifestation of behaviour listed above is presumed to have a malafide intent.Illustrative list of conditions are enumerated below. The occurrence of any / some / all of the following conditions /events shall trigger a review by the NRC for the application of the Malus or the Clawback arrangement:
a) Substantial Financial Deterioration in profitability or risk parameters
b) Reckless, negligent or willful actions or exhibited inappropriate values and behavior
c) Fraud that requires a financial restatement
d) Reputational harm
e) Exposing the bank to substantial risk
f) Such other conditions or events, of similar nature as above, as determined by NRC for triggering review byNRC for the purpose of application of the Malus or the Clawback arrangement
In determining the causes for deterioration in financial performance under (a), the NRC may take into considerationand have due regard to the fact whether the deterioration was for factors within control or whether it wason account of conditions like global market headwinds, industry performance, changes in legal / regulatoryregime, force majeure events like occurrence of natural disasters, pandemic, other socio-economic conditionsetc.
While undertaking the review for the concerned person for the application of the Malus or the Clawbackarrangement based on any trigger events, when determining accountability of the concerned person, the NRCshall be guided by the principles of proportionality, culpability or proximity or nexus to the event or misconduct.
I n accordance with the RBI guidelines, wherever the assessed divergence in bank's provisioning for Non¬Performing Assets (NPAs) or asset classification exceeds the prescribed threshold for public disclosure, thebank shall not pay the unvested portion of the variable compensation for the assessment year under ‘malus'arrangement. Further, in such situations, no proposal for increase in variable pay (for the assessment year) shall beentertained. In case the bank's post assessment Gross NPAs are less than 2.0%, these restrictions will apply onlyif criteria for public disclosure are triggered either on account of divergence in provisioning or both provisioningand asset classification.
The NRC may decide to apply malus on part, or all of the variable pay. The time horizon for the application ofmalus / clawback clause shall be four years from the date of reward.
The NRC shall review the act of misconduct / incident to ascertain the degree of accountability attributable to aWhole time Director / Material Risk Taker / Senior Management (Job Bands C 1 and above) prior to applying theMalus or Clawback arrangement.
The criteria for Malus / Clawback will be reviewed by the Nomination and Remuneration Committee annually.
The NRC and Board of Directors has also approved an addendum (Addendum-B) to the compensation policy onClawback of Incentive Compensation in view of the final rules on listing standards for the recovery of erroneouslyawarded compensation adopted by the Securities and Exchange Commission on October 26, 2022, applicableto companies listed on the New York Stock Exchange and NASDAQ.
This Addendum-B shall be read with, and is in addition to, the Compensation Policy formulated and approved bythe Board of Directors of the Bank. The same has been formulated to comply with the requirements of Section10D promulgated under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and Section303A.14 of the NYSE so as to recover certain compensation in the event of an accounting restatement due toany material non-compliance relating to any financial reporting requirements under the applicable U.S. securitieslaws, and shall be interpreted and applied consistent therewith.
The Variable Pay for Senior Management, Material Risk Takers other than Whole time Directors, Risk and controlstaff is approved by the NRC and the Board. For Whole time Directors the variable pay is approved by the NRC,Board and the Reserve Bank of India.
The Bank has formulated the following variable pay plans:
The quantum of variable payout is a function of the performance of the Bank, performance of the business unit,performance of the individual employee, job band of the employee and the functional category. Basis these keydeterminants and due adjustment for risk alignment, a payout matrix for variable pay is developed. Market trendsfor specific businesses / functions along with inputs from compensation surveys may also be used in finalisingthe payout.
Bonus pools are designed to meet specific business needs therefore resulting in differentiation in both thequantum and the method of payout across functions.
PLPs are formulated for employees in sales, collections, customer service and relationship roles who are givenbusiness / service targets but have limited impact on risk since credit decisions are exercised independentof these functions. All PLP payouts are based on a balanced scorecard framework which factors not justquantitative, but also qualitative measures, and are subject to achievement of individual targets enumerated inthe respective scorecards of the employees. A portion of the PLP payouts is deferred till the end of the financialyear to provide for any unforeseen performance risks. Employees who are on the PLPs are excluded from theAnnual Bonus Plan.
Employees in Job Bands D4 and above also receive ESOPs as a vehicle to create a balance between shortterm rewards and long term sustainable value creation. ESOPs play a key role in the attraction and retention ofkey talent.
The NRC grants options after considering parameters such as the incumbent's grade and performance rating,and such other factors as may be deemed appropriate by the NRC.
All plans for grant of options are framed in accordance with the SEBI guidelines, 1999 as amended from timeto time and are approved by the shareholders of the Bank. These plans provide for the grant of options postapproval by the NRC.
The Bank grants ESOPs to eligible employees. Such ESOPs vest over four tranches spread over a period of48 months.
In accordance with the RBI guidelines, Employee Stock Options is included as part of Variable Pay.
The Bank granted units to employees at E3 - D3 bands (upto 10 levels below the MD). The same was approvedby the NRC after considering parameters such as the employee's grade, performance rating and any other factorsas may be deemed appropriate by the NRC.
All plans for grant of units are framed in accordance with the SEBI guidelines, 1999 as amended from time totime and are approved by the shareholders of the Bank. These plans provide for the grant of units post approvalby the NRC.
Such units vest over four tranches spread over a period of 48 months.
The Bank has separated the Risk, Control and Compliance functions from the Business functions in order tocreate a strong culture of checks and balances and to eliminate any possible conflict of interest between revenuegeneration and risk management and control. Accordingly, the overall variable pay as well as the annual salaryincrement of the employees in the Risk, Control and Compliance functions is based on their performance,functional objectives and goals. The Bank ensures that the mix of fixed to variable compensation for thesefunctions is weighted in favour of fixed compensation.
Guaranteed bonuses are not consistent with sound risk management or pay for performance principles of theBank and therefore do not form an integral part of the general compensation practice.
For critical hiring for some select strategic roles, the Bank may consider granting of bonus, based on theperformance rating upon confirmation, as a prudent way to avoid loading the entire cost of attraction into the fixedcomponent of the compensation which could have a long term cost implication for the Bank. For such hiring, thesaid bonus is generally decided by taking into account appropriate risk factors and market conditions.
For hiring at levels of Whole Time Directors / Managing Director / Material Risk Takers and certain employees inselect strategic roles, a sign-on bonus, if any, is limited to the first year only and would be in the form of EmployeeStock Options or Units (All units grants are subject to individual / Business Unit / organizational performancecriteria).
The Bank does not grant severance pay other than accrued benefits (such as gratuity, pension) except in caseswhere it is mandated by any statute.
The Bank does not provide any facility or fund or permit its Whole Time Directors and employees to insure or hedgetheir compensation structure to offset the risk alignment effects embedded in their compensation arrangement.
Some employees are also paid statutory bonus as per the Payment of Bonus Act, 1965 as amended from timeto time.
Pay scales at the Bank are set basis the job size, experience, location and the academic and professionalcredentials of the incumbent.
The compensation of new hires is in line with the existing pay ranges and consistent with the compensation levelsof the existing employees of the Bank at similar profiles. The pay ranges are subject to change basis market trendsand the Bank's talent management priorities. While the Bank believes in the internal equity and parity as a keydeterminant of pay, it does acknowledge the external competitive pressures of the talent market. Accordingly,there could be certain key profiles with critical competencies which may be hired at a premium and treated as anexception to the overall pay philosophy. Any deviation from the defined pay ranges is treated as a hiring exceptionrequiring approval with appropriate justification.
The Bank strives to ensure external competitiveness as well as internal equity without diluting the overall focuson optimising cost. In order to enhance the Bank's external competitiveness, it participates in an annual salarysurvey of the banking sector to understand key market trends as well as get insights on relative market payposition compared to peers. The Bank endeavors to ensure that most employees progress to the median of themarket in terms of fixed pay over time. This coupled with key internal data indicators like performance score, jobfamily, experience, job grade and salary budget form the basis of decision making on revisions in fixed pay.
I ncrements in fixed pay for majority of the employee population are generally undertaken once every financialyear. However, promotions, confirmations and change in job dimensions could also lead to a change in the fixedpay during other times of the financial year.
The Bank also makes salary corrections and adjustments during the financial year for competitive pay positioningfor the purpose of retention of critical skills and critical talent in the domain of Information Technology, Digital,Information Security, Data Science as well as business segments that are strategic focus areas of the Bank.However, such pay revisions are done on an exception basis.
The Fixed Pay for the Material Risk Takers (other than Whole time Directors), Senior Management, Key ManagementPersonnel is approved by the NRC and the Board. The Fixed Pay for the Whole time Directors is approved by theNRC, Board and the Reserve Bank of India.
The Bank takes into account various types of risks in its remuneration processes. The Bank follows a comprehensiveframework that includes within its ambit the key dimensions of remuneration such as fixed pay, variable pay and longterm incentives (i.e. Employee Stock Options).
Fixed pay: The Bank conducts a comprehensive market benchmarking study to ensure that employees arecompetitively positioned in terms of fixed pay. The Bank follows a robust salary review process wherein revisions infixed compensation are based on performance. The Bank also makes salary adjustments taking into considerationpay positioning of employees vis-a-vis market reference points. Through this approach the Bank endeavors to ensurethat the talent risk due to attrition is mitigated. Fixed pay could be revised downwards as well, in the event of certainproven cases of misconduct by an employee.
Variable pay: The Bank has distinct types of variable pay plans as given below:
(a) Quarterly / monthly performance-linked pay (PLP) plans:
All quarterly / monthly PLP plans are based on the principle of balanced scorecard framework that includes withinits ambit both quantitative and qualitative factors including key strategic objectives that ensure future competitiveadvantage for the Bank. PLP plans, by design, have deterrents that play a role of moderating payouts based onthe non-fulfillment of established quantitative / qualitative risk factors. Deterrents also include risks arising out ofnon-compliance, mis-sell etc. Further, a portion of all payouts under the PLP plans is deferred till the end of thefinancial year to provide for any unforeseen performance risks. Employees who are part of the PLP plans areexcluded from the Annual Bonus Plan.
(b) Variable Pay:
The Bank takes into consideration the fact that a portion of the Bank's profits are directly attributable to varioustypes of risks the Bank is exposed to such as credit risk and market risk.
The framework developed by the Bank in order to arrive at the quantum of bonus pool is based on theperformance of the Bank and profitability. The annual variable pay is distributed based on business unit andindividual performance and job band and role of the individual for non-business functions. The business unitperformance is based on factors such as growth in revenue, growth in profit, cost to income ratio and achievementvis-a-vis plans and key objectives. Bonus pay out for an individual employee in a particular grade is linked to theperformance rating of the employee and subject to meeting the Bank's standards of ethical conduct.
The Bank has devised appropriate malus and claw back clauses as a risk mitigant for Whole Time Directors,Material Risk Takers, Senior Management (i.e. Employees in the job Bands of Executive Vice President andabove). Under the malus clause the incumbent could forego the vesting of the deferred variable pay in full or inpart. Under the claw back clause the incumbent is obligated to return all the tranches of variable pay payoutpertaining to the reference performance year. The deferred variable pay is paid out post review and approval bythe NRC and the Board.
The Bank has a robust performance management system for evaluating the performance of its Whole Time Directors.The performance appraisal system is based on a Balanced Scorecard Framework and considers qualitative as well asquantitative factors of performance which includes the parameters at overall organization level and at Target BusinessLevel. Following is the list of few parameters which are covered in the Balanced Scorecards of Whole Time Directors.
1. Business Performance - This includes business growth, profitability, asset quality and shareholder value.
2. Stakeholder Relationship - This includes net promoter score and corporate social responsibility.
3. Audit and Compliance - This includes internal audit reports and compliance with the regulations andinspection reports.
4. Digital Transformation - This includes performance on initiatives required to run the Bank and grow the Bank.
5. People Excellence - This includes succession planning and employee attrition.
6. Strategic Initiatives - This includes various strategic initiatives of the Bank.
The above list is not exhaustive.
While the above parameters form the core evaluation parameters for the Bank and the remuneration of its Whole TimeDirectors, each of the business units are measured on the following from a remuneration standpoint:
a) Growth in net revenue (%) over previous year;
b) Growth in profit before tax (%) over previous year;
c) Improvement in cost to income over the previous year;
d) Improvement in Gross NPA over the previous year and
e) Achievement of key strategic objectives.
The process by which levels of remuneration in the Bank are aligned to the performance of the Bank, business unitand individual employees is articulated below:
The Bank reviews the fixed pay portion of the compensation structure basis merit-based increments and marketcorrections. These are based on a combination of performance rating, job band and the functional category of theindividual employee. For a given job band, the merit increment is directly related to the performance rating. The Bankstrives to ensure that most employees progress to the median of the market in terms of fixed pay over time. All otherthings remaining equal, the correction percentage is directly related to the performance rating of the individual.
Basis the performance of the business unit, individual performance and role, the Bank has formulated the followingvariable pay plans:
For Employees in Job Bands of Sr Vice President I and above (includes employees in Senior Management, MaterialRisk Takers, Whole time Directors) the variable pay intends to reward short term as well as long term sustainedperformance of the Bank and shareholder value creation.
Short term Performance: Short term performance is realised in the form of cash variable pay. The cash variablepay is based on performance rating and the job band of the individual and is further enhanced or moderated bythe business performance multiplier and role. The cash variable pay is computed on the gross salary.
Long term Performance: Employee Stock Options are granted to employees based on their performance ratingand job band and the value of the same is realised vide long term performance of the Bank and creation ofshareholder value.
For Employees in job bands Vice President and below:
At these levels the variable pay is primarily in the form of cash variable pay and is based on the annual performance.In FY 2024-25, the Bank granted units at E3-D3 bands based on their performance rating, grade and any othersuch parameter as approved by the NRC.
The Bank's annual bonus is computed as a percentage of the gross salary for every job band. The bonus multipleis based on performance of the business unit (based on the parameters above), performance rating, job band
and the functional category of the individual employee. The business performance category determines themultiplier for the bonus. All other things remaining equal, for a given job band, the bonus is directly related to theperformance rating. Employees who are part of the annual cash Variable Pay plan are not part of the PerformanceLinked Plans mentioned below.
The Bank has formulated PLPs for its sales, collections, customer service and relationship roles who are givensales, collections and service targets basis a balanced scorecard methodology. All PLP payouts are subject tothe achievement of individual targets enumerated in the respective scorecards of the employees and moderatedby qualitative parameters. A portion of the PLP payouts is deferred till the end of the financial year to provide forany unforeseen performance risks. All PLPs are based on a balanced scorecard framework and, depending onthe plan, could be paid out monthly or quarterly.
For employees in Senior Management, Material Risk Takers and Whole Time Directors the Bank seeks to adjustremuneration to take account of the longer term performance in the following way.
A substantial portion of compensation i.e. at least 50% will be variable and paid on the basis of individual, business-unit and organization performance. This will be in line with the principle that, at higher levels of responsibility,the proportion of variable pay will be higher. The total variable pay shall be limited to a maximum of 300% of thefixed pay.
For senior management including Whole Time Directors (WTDs) and Material Risk Takers (MRTs), deferralarrangements will exist for the variable pay. A minimum of 60% of total variable pay will be under deferralarrangements. If cash component is a part of the variable pay, at least 50% of the cash bonus shall be deferred.In cases where cash component of the bonus is under Rs 25 lakh, deferral arrangements would not be necessary.
The deferral period would be a minimum of three years and will be applicable to both cash and non-cashcomponents of variable pay. The deferral period for share linked instruments / ESOPs will be governed by theESOP Scheme Rules which will be approved by the NRC and the Board. In 2023-24, the deferment of cashvariable pay, where applicable, was 3 years in the case of cash variable pay and 4 years (vesting period) in thecase of Employee Stock Options.
The deferred portion of the remuneration will vest at the end of deferral period and will be spread out over thecourse of the deferral period. The first vesting would not be before one year from the commencement of the
deferral period. The vesting would be no faster than on a pro rata basis and the frequency of the vesting wouldbe more than a year in order to ensure appropriate assessment of risk.
Malus Arrangement: The provision of a Malus arrangement would entail cancellation of payout for the deferredportion of reward (cash variable pay / long term incentive (LTI) i.e. any Share Linked Instrument). The RBI guidelinesdefine malus thus “A malus arrangement permits the bank to prevent vesting of all or part of the amount of a deferredremuneration. Malus arrangement does not reverse vesting after it has already occurred.”
Clawback Arrangement: The provision of Clawback arrangement would entail return of payout of reward (cashvariable pay / long term incentive (LTI) i.e. any Share Linked Instrument) made in the previous years attributable to agiven reference year wherein the incident has occurred. The return would be in terms of net amount. The RBI guidelinesdefine clawback thus “A clawback is a contractual agreement between the employee and the bank in which theemployee agrees to return previously paid or vested remuneration to the bank under certain circumstances.”
The malus and clawback clause will be actioned when the employee demonstrates behaviour involving fraudulentbehaviour, moral turpitude, lack of integrity, flagrant breach of company policies and statutory norms resulting infinancial or non-financial losses. Manifestation of behaviour listed above is presumed to have a malafide intent.Illustrative list of conditions are enumerated below. The occurrence of any / some / all of the following conditions/events shall trigger a review by the NRC for the application of the Malus or the Clawback arrangement:
a) Substantial financial deterioration in profitability or risk parameters
f) Such other conditions or events, of similar nature as above, as determined by NRC for triggering review by NRCfor the purpose of application of the Malus or the Clawback arrangement
I n determining the causes for deterioration in financial performance under (a), the NRC may take into considerationand have due regard to the fact whether the deterioration was for factors within control or whether it was on accountof conditions like global market headwinds, industry performance, changes in legal / regulatory regime, force majeureevents like occurrence of natural disasters, pandemic, other socio-economic conditions etc.
While undertaking the review for the concerned person for the application of the Malus or the Clawback arrangementbased on any trigger events, when determining accountability of the concerned person, the NRC shall be guided bythe principles of proportionality, culpability or proximity or nexus to the event or misconduct.
In accordance with the RBI guidelines, wherever the assessed divergence in bank's provisioning for Non-PerformingAssets (NPAs) or asset classification exceeds the prescribed threshold for public disclosure, the bank shall not pay theunvested portion of the variable compensation for the assessment year under ‘malus' arrangement. Further, in suchsituations, no proposal for increase in variable pay (for the assessment year) shall be entertained. In case the bank'spost assessment Gross NPAs are less than 2.0%, these restrictions will apply only if criteria for public disclosure aretriggered either on account of divergence in provisioning or both provisioning and asset classification.
The NRC may decide to apply malus on part, or all of the unvested deferred Variable pay. The time horizon for theapplication of malus / clawback clause shall be four years from the date of reward.
The NRC shall review the act of misconduct / incident to ascertain the degree of accountability attributable to aWhole Time Director / Material Risk Taker / Senior Management (C1 and above) prior to applying the Malus orClawback arrangement.
The criteria for Malus / Clawback will be reviewed by the NRC annually.
The NRC and Board of Directors has also approved an addendum (Addendum-B) to the compensation policy onClawback of Incentive Compensation in view of the final rules on listing standards for the recovery of erroneouslyawarded compensation adopted by the Securities and Exchange Commission on October 26, 2022, applicable tocompanies listed on the New York Stock Exchange and NASDAQ.
This Addendum-B shall be read with, and is in addition to, the Compensation Policy formulated and approved bythe Board of Directors of the Bank. The same has been formulated to comply with the requirements of Section 10Dpromulgated under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and Section 303A.14of the NYSE so as to recover certain compensation in the event of an accounting restatement due to any materialnon-compliance relating to any financial reporting requirements under the applicable U.S. securities laws, and shallbe interpreted and applied consistent therewith.
Employees other than Whole Time Directors, Material Risk Takers and Senior Management
The quantum of variable payout is a function of the performance of the Bank, performance of the individualemployee, job band of the employee and the functional category. Basis these key determinants and dueadjustment for risk alignment, a payout matrix for variable pay is developed. Market trends for specificbusinesses / functions along with inputs from compensation surveys may also be used in finalising the payout.
Bonus pools are designed to meet specific business needs therefore resulting in differentiation in both thequantum and the method of payout across functions. Typically, higher levels of responsibility receive a higherproportion of variable pay vis-a-vis fixed pay.
For Employees in Job Bands of Sr Vice President 1 and above Variable Pay intends to reward short term as wellas long term sustained performance of the Bank and shareholder value creation.
Long term Performance: Employee Stock Options are granted to employees based on their performance ratingand Job band and the value of the same is realised vide long term performance of the Bank and creation ofshareholder value. The vesting period for Employee Stock Option is 4 years.
The Bank has also granted Restricted Stock Units (Units) to employees at E3-D3 bands. The units would vestover 4 years.
The Bank recognises the importance of variable pay in reinforcing a pay for performance culture. Variable pay stimulatesemployees to stretch their abilities to exceed expectations.
These are paid to reward performance for a given financial year. This covers all employees (excluding employeesunder PLPs). This is based on performance of the business unit, performance rating, job band and functionalcategory of the individual. For higher job bands the proportion of variable pay to total compensation tends to behigher. For Material Risk Takers, Senior Management and Whole Time Directors 50% of the cash variable pay isdeferred over 3 years in the event the cash variable pay exceeds 25 lakhs.
This is to reward for contribution of employees in creating a long term, sustainable earnings and enhancingshareholder value. Only employees in a certain job band and with a specific performance rating are eligible forstock options. Performance is the key criteria for granting stock options.
The Bank granted Restricted Stock Units (Units) to employees at E3-D3 bands in FY24-25. The units would vestover 4 years.
The quantitative disclosures for the financial year ended March 31, 2025 cover the Bank's Whole Time Directors andMaterial Risk Takers. The material risk takers are identified in accordance with the revised guidelines on remunerationissued by the RBI on November 04, 2019. Hitherto, the quantitative disclosures would cover the Bank's Whole TimeDirectors and Key Risk Takers as per the erstwhile guidelines on remuneration dated January 13, 2012.
Commission income for the year ended March 31, 2025 includes fees of ' 5,026.97 crore (previous year: ' 3,059.31crore) in respect of life insurance business and ' 1,281.30 crore (previous year: ' 914.68 crore) in respect of generalinsurance and health insurance business.
Commission income for the year ended March 31,2025 includes income from marketing and distribution of ' 1,629.86crore (previous year: ' 2,492.82 crore), which comprises of income for displaying publicity materials at the Bank'sbranches / ATMs, commission on mutual funds, pension and other investment / saving products and sourcing andreferral income.
The Bank enters into transactions for the sale or purchase of Priority Sector Lending Certificates (PSLCs). In the caseof a sale transaction, the Bank sells the fulfilment of priority sector obligation and in the case of a purchase transactionthe Bank buys the fulfilment of priority sector obligation through RBI trading platform. There is no transfer of risks orloan assets in such transactions. The details of purchase / sale of PSLCs during the year are as under:
1. Provision for income tax is net of write back of provision no longer required of Nil (previous year: ' 6,325.04 crore), pursuant tofavourable orders received.
2. Includes loss on sale of NPAs / stressed assets.
3. Includes provisions / (write-back) for tax, legal and other contingencies ' (518.03) crore (previous year: ' (336.39) crore, (provisions /(write-back) for securitised-out assets Nil (previous year:' (26.81) crore) and provision / (write-back) towards investments in AlternateInvestment Funds ' (746.24) crore (previous year: ' 1,034.49 crore).
The Ministry of Corporate Affairs, in its press release dated January 18, 2016, had issued a roadmap for implementationof Indian Accounting Standards (Ind AS) for scheduled commercial banks, insurers / insurance companies and non¬banking financial companies, which was subsequently confirmed by the RBI through its circular dated February 11,2016. This roadmap required these institutions to prepare Ind AS based financial statements for the accounting periodsbeginning April 01, 2018 with comparatives for the periods beginning April 01, 2017. The implementation of Ind AS bybanks requires certain legislative changes in the format of financial statements to comply with the disclosures requiredunder Ind AS. In April 2018, the RBI deferred the implementation of Ind AS by a year by when the necessary legislativeamendments were expected. The legislative amendments recommended by the RBI are under consideration by theGovernment of India. Accordingly, the RBI, through its circular dated March 22, 2019, deferred the implementation ofInd AS until further notice.
Presently, the Bank prepares and submits its Ind AS Proforma information to the RBI on a half yearly basis. The Bankis well prepared for Ind AS implementation as and when it becomes applicable, with due consideration to updatedregulations, accounting standards / guidance and business strategy at the date of actual transition.
The RBI, vide its circular dated September 12, 2023 revised the norms on classification, measurement and valuationof investments, in view of the significant development in the global standards. These norms are closer to Ind AS. TheBank has implemented the revised norms with effect from April 01,2024.
• The Bank held provisions towards standard assets amounting to ' 10,862.90 crore as at March 31,2025 (previousyear: ' 10,663.71 crore). These are included under other liabilities.
s Provision for standard assets is made @ 0.25% for direct advances to agriculture, individual housing loans andSmall and Micro Enterprises (SMEs) sectors, @ 1% for advances to commercial real estate sector, @ 0.75% foradvances to commercial real estate - residential housing sector, @ 5% on restructured standard advances, @2% until after one year from the date on which the rates are reset at higher rates for housing loans offered at acomparatively lower rate of interest in the first few years and @ 2% on all exposures to the wholly owned stepdown subsidiaries of the overseas subsidiaries of Indian companies, sanctioned / renewed after December31, 2015.
s Provision is maintained at rates higher than the regulatory minimum, on standard advances based on evaluationof the risk and stress in various sectors as per the policy approved by the Board of the Bank.
s | n accordance with regulatory guidelines and based on the information made available by its customers to theBank, for exposures to customers who have not hedged their foreign currency exposures, provision for standardassets is made at levels ranging from 0.10% to 0.80% depending on the likely loss the entities could incur onaccount of exchange rate movements.
s Provision for standard assets of overseas branches is made at higher of rates prescribed by the overseas regulatoror RBI.
s For all other loans and advances including credit exposures computed as per the current marked to market valuesof interest rate and foreign exchange derivative contracts, provision for standard assets is made @ 0.40%.
s I n accordance with RBI guidelines, an additional provision is made @ 3% on the incremental exposure to the“Specified Borrowers” (except NBFCs / HFCs) beyond normally permitted lending limit (NPLL) as defined by RBI.
• Other liabilities include contingent provisions of ' 14,219.29 crore as at March 31,2025 (previous year: ' 15,513.35crore) in respect of advances and investments.
• The Bank has presented gross unrealised gain on foreign exchange and derivative contracts under other assetsand gross unrealised loss on foreign exchange and derivative contracts under other liabilities. Accordingly, otherliabilities as at March 31,2025 include unrealised loss on foreign exchange and derivative contracts of ' 14,079.86crore (previous year: ' 10,491.46 crore).
• There is no item under Other Liabilities and Provisions “Others (including provisions)” exceeding 1 % of total assetsas at March 31,2025 and March 31, 2024.
Commission, exchange and brokerage income is presented net of related commission expenses.
Miscellaneous income includes recoveries from written-off accounts amounting to ' 3,785.01 crore (previous year:' 3,441.30 crore) exceeding 1% of the total income of the Bank.
Other expenditure includes commission to sales agents amounting to ' 5,128.86 crore (previous year: ' 5,284.53 crore),exceeding 1% of the total income of the Bank.
The guidance note on AS-15, Employee Benefits, states that employer established provident funds, where interest isguaranteed are to be considered as defined benefit plans and the liability has to be valued. The Institute of Actuaries ofIndia (IAI) has issued a guidance note on valuation of interest rate guarantees on exempt provident funds. The actuaryhas accordingly valued the same and the Bank held a provision of Nil as at March 31, 2025 (previous year: Nil), towardsthe present value of the guaranteed interest benefit obligation. The actuary has followed the deterministic approach asprescribed by the guidance note.
The Bank does not have any unfunded defined benefit plan. The Bank contributed ' 750.43 crore (previous year: ' 677.64crore) to the provident fund, ' 21.00 crore (previous year: ' 10.65 crore) to the National Pension Scheme (for employeeswho opted) and ' 95.95 crore (previous year: ' 92.05 crore) to the superannuation plan.
The Code on Social Security 2020 (‘the Code') relating to employee benefits, during the employment and post-employment,has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further,the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. The effective datefrom which the changes are applicable is yet to be notified and rules for quantifying the financial impact are not yet issued.The Bank will assess the impact of the Code and will give appropriate impact in the financial statements in the period inwhich, the Code becomes effective and the related rules to determine the financial impact are published.
Business segments have been identified and reported taking into account, the target customer profile, the nature of productsand services, the differing risks and returns, the organisation structure, the internal business reporting system and theguidelines prescribed by RBI. The Bank operates in the following segments:
The treasury segment primarily consists of net interest earnings from the Bank's investment portfolio, money marketborrowing and lending, gains or losses on investment operations and on account of trading in foreign exchange andderivative contracts.
The digital banking segment represents business by Digital Banking Units (DBUs) of the Bank. The said DBUsserves retail customers through the Bank's digital network and other online channels. This segment raisesdeposits from customers and provides loans and other services to customers.
Revenues of the DBUs are derived from interest earned on retail loans, fees from services rendered, etc. Expensesof this segment primarily comprise of interest expense on deposits, infrastructure and premises expenses foroperating the DBUs, other direct overheads and allocated expenses of specialist product groups.
The retail banking segment serves retail customers through the Bank's branch network and other channels.This segment raises deposits from customers and provides loans and other services to customers with the helpof specialist product groups. Exposures are classified under retail banking taking into account the status of theborrower (orientation criterion), the nature of product, granularity of the exposure and the quantum thereof.
Revenues of the retail banking segment are derived from interest earned on retail loans, interest earned from othersegments for surplus funds placed with those segments, subvention received from dealers and manufacturers,fees from services rendered, foreign exchange earnings on retail products etc. Expenses of this segment primarilycomprise interest expense on deposits, commission paid to retail assets sales agents, infrastructure and premisesexpenses for operating the branch network and other delivery channels, personnel costs, other direct overheadsand allocated expenses of specialist product groups, processing units and support groups.
The wholesale banking segment provides loans, non-fund facilities and transaction services to large corporates,emerging corporates, public sector units, government bodies, financial institutions and medium scale enterprises.Revenues of the wholesale banking segment consist of interest earned on loans made to customers, interest / feesearned on the cash float arising from transaction services, earnings from trade services and other non-fund facilitiesand also earnings from foreign exchange and derivative transactions on behalf of customers. The principal expensesof the segment consist of interest expense on funds borrowed from external sources and other internal segments,premises expenses, personnel costs, other direct overheads and allocated expenses of delivery channels, specialistproduct groups, processing units and support groups.
This segment includes income from parabanking activities such as credit cards, debit cards, third party productdistribution, primary dealership business and the associated costs.
All items which are reckoned at an enterprise level are classified under this segment. This includes capital and reserves,debt classified as Tier 1 or Tier 2 capital and other unallocable assets and liabilities such as deferred tax, etc.
Segment revenue includes earnings from external customers plus earnings from funds transferred to other segments.Segment result includes revenue less interest expense less operating expense and provisions, if any, for that segment.Segment-wise income and expenses include certain allocations. Interest income is charged by a segment that providesfunding to another segment, based on yields benchmarked to an internally approved yield curve or at a certain agreedtransfer price rate. Transaction charges are levied by the retail banking segment to the wholesale banking segment forthe use by its customers of the retail banking segment's branch network or other delivery channels. Segment capitalemployed represents the net assets in that segment.
The geographic segments of the Bank are categorised as domestic operations and foreign operations. Domesticoperations comprise branches in India and foreign operations comprise branches outside India.
Mr. Darius Bharucha, Ms. Dilnaaz D Bharucha, Ms. Mala B. Zaveri, Ms. Bhakti Zaveri, Mr. Akash Metawala, Ms. NiharikaZaveri, Mr. Dev Metawala, Mr. Paresh Zaveri, Ms. Kavita Zaveri, Mr. Hitesh Zaveri, Mr. Tushar Pandey (with effect fromFebruary 23, 2025), Aurionpro Solutions Limited, Trejhara Solutions Limited, Ms. S. Anuradha, Ms. V. Jayam, Ms. S.Abinaya Rangan.
The significant transactions between the Bank and related parties for year ended March 31, 2025 are given below. Aspecific related party transaction is a significant transaction wherever it exceeds 10% of all related party transactions inthat category:
• Interest paid: HDFC Life Insurance Company Limited ' 382.33 crore; HDFC ERGO General Insurance Company Limited' 87.90 crore
• Interest received: HDB Financial Services Limited ' 690.51 crore
• Rendering of services: HDFC Life Insurance Company Limited ' 3,789.23 crore; HDFC ERGO General InsuranceCompany Limited ' 699.66 crore
• Receiving of services: HDB Financial Services Limited ' 1,216.66 crore; HDFC Sales Private Limited ' 964.36 crore
• Dividend paid: Mr. Kaizad Bharucha ' 4.12 crore; Mr. Sashidhar Jagdishan ' 3.00 crore; Mr. V. Srinivasa Rangan ' 2.86crore
• Dividend received: HDFC Securities Limited ' 851.92 crore; HDFC Asset Management Company Limited ' 785.26crore; HDB Financial Services Limited ' 225.18 crore
• Fixed Assets purchased from: Trejhara Solutions Limited ' 9.98 crore; Aurionpro Solutions Limited ' 9.55 croreThe Bank's related party balances and transactions for the year ended March 31, 2025 are summarised as follows:
• Denotes amount less than ' 1 lakh.
• Figures in bracket indicate maximum balance outstanding during the year based on comparison of the total outstanding balances at eachquarter-end.
• Remuneration paid is ' 11.23 crore to Mr. Sashidhar Jagdishan, ' 8.02 crore to Mr. Kaizad Bharucha, ' 6.52 crore to Mr. Bhavesh Zaveriand ' 8.85 crore to Mr. V. Srinivasa Rangan.
(above excludes value of employee stock options exercised during the year).
• Bonus and retiral benefits for key managerial personnel are accrued as a part of an overall pool and are not allocated against the keymanagerial personnel. These will be paid based on approval from RBI. As of March 31, 2025, approved unpaid deferred bonus in respectof earlier years was ' 14.51 crore.
During the year ended March 31, 2025, the Bank sold SLR securities of ' 125.15 crore to HDFC ERGO General InsuranceCompany Limited.
During the year ended March 31, 2025, the Bank bought back Non SLR securities of ' 174.63 crore from HDFC LifeInsurance Company Limited.
During the year ended March 31, 2025, the Bank sold Non SLR securities of ' 2,052.09 crore to HDFC Life InsuranceCompany Limited, ' 888.02 crore to HDFC ERGO General Insurance Company Limited and ' 5.01 crore to HDFC PensionFund Management Limited.
The deposit outstanding from HDB Employees Welfare Trust as at March 31,2025 was ' 0.94 crore and interest on depositaggregating to ' 0.10 crore.
Erstwhile Housing Development Finance Corporation Limited (amalgamated with and into the Bank with effect from July01, 2023)
Subsidiaries
HDFC Securities LimitedHDB Financial Services Limited
Pursuant to the amalgamation of eHDFC Limited with and into the Bank, following entities becamesubsidiaries of the Bank with effect from July 01, 2023
HDFC Life Insurance Company Limited
HDFC Pension Management Company Limited (Subsidiary of HDFC Life Insurance Company Limited)
HDFC International Life and Re Company Limited (Subsidiary of HDFC Life Insurance Company Limited)
HDFC Asset Management Company Limited
HDFC AMC International (IFSC) Limited (Subsidiary of HDFC Asset Management Company Limited)
HDFC ERGO General Insurance Company Limited
HDFC Credila Financial Services Limited (ceased to be a related party with effect from March 19, 2024)
HDFC Capital Advisors LimitedHDFC Trustee Company LimitedHDFC Sales Private Limited
HDFC Education and Development Services Private LimitedGriha InvestmentsGriha Pte Limited
HDB Employees Welfare Trust
Mr. Sashidhar Jagdishan, Managing Director and Chief Executive OfficerMr. Kaizad Bharucha, Deputy Managing Director
Mr. Bhavesh Zaveri, Executive Director (appointed with effect from April 19, 2023)
Mr. V. Srinivasa Rangan, Executive Director (appointed with effect from November 23, 2023)
Ms. Nagsri Sashidhar, Mr. Dhruv Sashidhar, Mr. Jagdishan Chandrasekharan, Ms. Mythra Mahesh, Mr. Mahesh BabuRamamurthy, Nagsri - Creating Special Memories, Ms. Havovi Bharucha, Mr. Huzaan Bharucha, Mr. Danesh Bharucha,Mr. Darius Bharucha, Ms. Dilnaaz D Bharucha
With effect from April 19, 2023 - Ms. Mala B. Zaveri, Ms. Bhakti Zaveri, Mr. Akash Metawala, Ms. Niharika Zaveri, Mr. DevMetawala, Mr. Paresh Zaveri, Ms. Kavita Zaveri, Mr. Hitesh Zaveri, Aurionpro Solutions Limited, Trejhara Solutions Limited
With effect from November 23, 2023 - Ms. S. Anuradha, Ms. V. Jayam, Ms. S. Abinaya Rangan
The significant transactions between the Bank and related parties are given below. A specific related party transaction isa significant transaction wherever it exceeds 10% of all related party transactions in that category:
• Interest paid: HDFC Life Insurance Company Limited ' 298.78 crore; HDFC ERGO General Insurance Company Limited' 53.55 crore
• Interest received: HDB Financial Services Limited ' 773.69 crore; HDFC Credila Financial Services Limited ' 197.69 crore
• Rendering of services: HDFC Life Insurance Company Limited ' 2,626.48 crore; HDFC ERGO General InsuranceCompany Limited ' 346.20 crore
• Receiving of services: HDB Financial Services Limited ' 2,250.82 crore; HDFC Sales Private Limited ' 936.27 crore
• Dividend paid: Mr. Kaizad Bharucha ' 4.25 crore; Mr. Sashidhar Jagdishan ' 2.90 crore; Ms. Mala B. Zaveri ' 1.09 crore
• Dividend received: HDFC Securities Limited ' 774.69 crore; HDB Financial Services Limited ' 232.68 crore; HDFCLife Insurance Company Limited ' 198.69 crore
• Fixed Assets purchased from: Aurionpro Solutions Limited ' 12.53 crore
*Also refer Schedule 12 - Contingent liabilities
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from October 02, 2006,certain disclosures are required to be made relating to Micro, Small and Medium enterprises. There have been no reportedcases of delays in payments to micro and small enterprises or of interest payments due to delays in such payments duringthe years ended March 31,2025 and March 31,2024. The above is based on the information available with the Bank whichhas been relied upon by the auditors.
The details of Corporate Social Responsibility (CSR) activities carried out in line with the CSR Policy of the Bank aregiven below:
The Bank, as part of its normal banking business, grants loans and advances to its constituents including foreign entitieswith permission to lend / invest / provide guarantee or security or the like in other entities identified by such constituents.Similarly, the Bank accepts deposits from its constituents, who may instruct the Bank to lend/invest/provide guarantee orsecurity or the like against such deposit in other entities identified by such constituents.
These transactions are part of Bank's normal banking business, which is conducted after exercising proper due diligenceincluding adherence to “Know Your Customer” guidelines as applicable in respective jurisdiction.
Other than the nature of transactions described above, the Bank has not advanced / lent / invested / provided guaranteeor security to or in any other person with an understanding to lend / invest / provide guarantee or security or the like to orin any other person. Similarly, other than the nature of transactions described above, the Bank has not received any fundsfrom any other person with an understanding that the Bank shall lend / invest / provide guarantee or security or the like toor in any other person.
As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 the Bank uses only such accounting softwarefor maintaining its books of account that have a feature of recording audit trail (edit log). This feature of recording audit trailhas operated throughout the year and was not tampered with, except that the audit trail feature was not enabled for part ofthe year for certain masters in two accounting software and two databases, and throughout the year for other databases.Further, the Bank has preserved the audit trail for the prior financial year in compliance with statutory record retentionrequirements, except in relation to certain software and databases for which audit trail feature was not enabled. The Bankhas established and maintained an adequate internal control framework and based on its assessment, believes that thiswas effective as of March 31, 2025.
Figures for the previous year have been regrouped and reclassified wherever necessary to conform to the current year'spresentation. The previous year comparative numbers were jointly audited by M M Nissim & Co LLP, Chartered Accountantsand Price Waterhouse LLP, Chartered Accountants.
As per our report of even date. For and on behalf of the Board
For Price Waterhouse LLP For Batliboi & Purohit Atanu Chakraborty Sashidhar Jagdishan
Chartered Accountants Chartered Accountants Part-time Chairman of the Board Managing Director & CEO
ICAI Firm Registration No.: ICAI Firm Registration No.:
301112E/E300264 101048W M. D. Ranganath Sunita Maheshwari
Independent Director Independent Director
Sharad Vasant Janak Mehta
Partner Partner Lily Vadera Harsh Kumar Bhanwala
Membership No.: 101119 Membership No.: 116976 Independent Director Independent Director
Bhavesh Zaveri V. S. Rangan
Executive Director Executive Director
Renu Karnad Keki Mistry
Non-Executive Director Non-Executive Director
Srinivasan Vaidyanathan Ajay Agarwal
Mumbai, April 19, 2025 Chief Financial Officer Company Secretary