Transcript of the 31st Annual General Meeting

CIN: L65920MH1994PLC080618

Email: shareholder.grievances@hdfcBank.com Website: https://www.hdfcBank.com

HDFC Bank Limited, HDFC House,

H.T. Parekh Marg

165-166, Backbay Reclamation,

Churchgate, Mumbai- 400020

Tel.: 022-66316000

Good Afternoon, Dear Shareholders. I, Ajay Agarwal, Company Secretary of HDFC Bank Limited, welcome you all to this 31st Annual General Meeting (AGM) of your Bank. I, on behalf of the Board of Directors and the management, appreciate your continued support. Pursuant to the provisions of the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), this meeting is being held through two-way video conferencing.

A live webcast of the proceedings of this meeting is also provided on the website of the Bank. The statutory registers as required under the Companies Act, 2013 and other relevant documents mentioned in the notice of the AGM are available electronically for inspection. Shareholders who wish to inspect such documents may send their requests to the email address mentioned in the notice of the AGM.

While we had provided remote e-voting facility to shareholders, the said facility is also available during this AGM. Shareholders who have not yet cast their vote, may cast the same during the meeting. The process for e-voting is already explained in detail in the notice of the AGM. Please note that shareholders who have already voted on the resolutions by way of remote e-voting will not be able to vote again at the AGM.

Participation of shareholders through video-conferencing is being reckoned for the purpose of quorum and accordingly, I wish to inform you that the requisite quorum for this AGM is present. The Integrated Annual Report for the financial year 2024-25 and the notice convening this AGM had been sent to you in advance, through permissible modes and are also available on our website. I am pleased to announce that the joint statutory auditors as well as the secretarial auditors have given unqualified reports. Accordingly, I take the said audit reports as read. With your permission, I shall also take the notice convening this meeting as read.

Now, without any further delay, I request Mr. Atanu Chakraborty, Part-time Chairman and Independent Director of the Bank to continue with the proceedings of the meeting. Thank you. Over to you, Chairman Sir.

Thank you, Ajay. Esteemed shareholders, fellow members of the Board and senior management of the Bank, I welcome you to the 31st Annual General Meeting of HDFC Bank Limited. Let me start by introducing the members of the Board who are participating in this meeting through video conferencing:

• Mr. Keki Mistry, Non-Executive Director and Chairman of the Stakeholders' Relationship Committee of the Board

• Mr. Sashidhar Jagdishan, Managing Director and Chief Executive Officer

• Mr. M. D. Ranganath, Independent Director and Chairman of the Audit Committee of the Board

• Mr. Kaizad Bharucha, Deputy Managing Director

• Mrs. Renu Sud Karnad, Non-Executive Director

• Dr. (Mr.) Harsh Kumar Bhanwala, Independent Director and Chairman of the Nomination and Remuneration Committee of the Board

• Mr. Bhavesh Zaveri, Executive Director

• Mr. V. Srinivasa Rangan, Executive Director

• Dr. (Mrs.) Sunita Maheshwari, Independent Director

• Mrs. Lily Vadera, Independent Director

• Mr. Sandeep Parekh, Independent Director

• Mr. Santhosh Keshavan, Independent Director

  I also take this opportunity to welcome Mr. Santhosh Keshavan, who was appointed as an Independent Director of the Bank with effect from November 18, 2024.

  Also present are:

• Mr. Srinivasan Vaidyanathan, the Chief Financial Officer of the Bank;

• Representatives of the Joint Statutory Auditors of the Bank for financial year 2024-25, M/s. Batliboi & Purohit, Chartered Accountants and M/s. Price Waterhouse LLP;

• Secretarial Auditors for the Bank for financial year 2024-25, M/s. BNP & Associates; and

• The legal counsels of the Bank.

As confirmed by the Company Secretary, the quorum of the meeting is present. With the permission of the members, I call this meeting to order.

The integrated annual report together with audited financial statements and the director's report for the year ended March 31, 2025, have already been shared with you and with your consent, I take them as read.

Dear shareholders, more than two years have passed since we undertook the strategic initiative of merging HDFC with and into HDFC Bank, creating the HDFC Bank Group as a consolidated conglomerate. I am happy to state that, we have successfully completed the integration of the two entities and leveraged the business strengths and culture of both the institutions, creating a much stronger, resilient organization. I am grateful to the shareholders who have reposed immense faith and trust in us during the process.

HDFC Bank Group has now emerged as a financial conglomerate comprising 14 subsidiaries of the Bank, offering a suite of financial products and services from across the group companies, ranging from banking, brokerage, insurance, mutual funds, in addition to the flagship home loan product that has now come into the Bank's fold. Almost 90% of our branches are now actively offering home loans to customers.

Your Bank today has a customer base of over 9.7 crore. Your Bank serves them through 9,455 branches, 15,399 business correspondents and multiple digital channels. Over half of our branches are in the semi-urban and rural areas, facilitating wide coverage and accessibility to essential financial services. Our commitment to serve customers across segments and across geographies remains steadfast.

The global economic environment is at present characterized by uncertainty, unpredictability and uneven growth. Major economies showed signs of slowing down, with global GDP growth at 3.3% for the year 2024. The geopolitical tensions in several parts of the world continue to affect global supply chains and commodity prices. Imposition of unilateral tariffs by a certain country is disturbing global trade regime. The projected global growth by IMF of 3.0% for the year 2025 does not look robust with the uncertainties on trade and geopolitics. We need to monitor the developments closely, particularly for their potential impact on funding conditions, market stability and global economic outlook.

However, we are happy to note that India remains amongst the best performing major global economies. Last fiscal, real GDP growth moderated to 6.5% following an average of 8.8% over the previous three financial years. This can be attributed to base effect, modest aggregate demand and spillovers of global uncertainties. We also witnessed softening of urban demand. Fixed investments stayed modest. Foreign capital inflows also weakened in the latter half of the year, reflecting global uncertainty.

Even so, domestic growth has found meaningful support in rural demand that is backed by favorable monsoon conditions and a strong harvest. Exports grew by 6.3%, led by services, with global capability centre continuing to expand. Construction and services remained robust, expanding above

9% and 7% respectively. Manufacturing, however, showed a slow down. Looking ahead, multiple domestic tailwinds are expected to support growth. RBI has projected growth to be 6.5% for FY 2026. The drivers for the growth would be low inflation and in medium term, impact of government spend on infrastructure and a large unmet demand for housing, particularly for affordable housing.

India being a part of diversified global value chain as well as robust public infrastructure and consequent formalization of economy, provides a strong foundation for credit growth in spite of external risks. Time has come for the private sector to do the heavy lifting by not just waiting for uptick in the demand but rather innovating on product design, implementing cost efficiency, and improving delivery systems for myriad product that they offer.

Friends, let me take you to the IPO of HDB Financial Services Limited (HDBFS), that is one of the subsidiaries of the Bank. Last year we took the strategic decision to list HDB Financial Services Limited and initiated the necessary process. This also addressed the requirement mandated by the Reserve Bank of India (RBI). In July 2025, HDBFS became the fourth company in the group to be listed after successful conclusion of the IPO. The divestment of the Bank's shareholding in HDBFS, by way of offer for sale as part of the IPO provided the Bank with a pre-tax surplus of Rs. 9,128.40 crore which was reported in our results for the first quarter of financial year 2025-26. As on date, the Bank holds 74.19% equity stake in HDBFS.

Our shareholders have reposed their trust in the Bank and have been patiently supporting the enterprise's endeavors. Now, time has come to share certain outcomes. The Board of your Bank approved issuance of one bonus equity share for every one equity share held by eligible shareholders of the Bank as on record date, which is August 27, 2025. This is subject to shareholders' approval which is being separately obtained by way of Postal Ballot. Also, the Board at its meeting held on July 19, 2025, approved a special interim dividend of Rs. 5 per equity share (before the bonus issuance) to the shareholders as on record date set for this purpose, i.e. July 25, 2025.

The Bank has approached the regulators for capitalization of reserves for issuance of bonus shares and change in the capital clause of Memorandum of Association pursuant to increase in authorized share capital. We believe that bonus issue would make equity shares of the Bank affordable to a larger class of shareholders as well as increase its liquidity.

The results for the year ended March 31, 2025, reflect first full year of operations of the Bank as a merged entity. The Bank has stayed anchored in its philosophy of growth with stability. During the year, the Bank focused on operational alignment across the merged entity, maintaining performance stability, balance sheet optimization and strength. Our approach remained centered on risk-calibrated growth, prudent provisioning, disciplined execution, thereby growing deposits and profitable loan

growth. On account of various measures taken, including compression of credit growth, CD ratio now stands at roughly 96%.

Let me highlight some of the key highlights of our reported performance. As on March 31, 2025, the Bank's balance sheet was over Rs. 39 lakh crore growing 8.1% over the previous year. Total deposits increased 14.1% with continued traction in retail deposits and advances grew by 5.4%. Net interest income rose by 13.0%. Profit after tax stood at Rs. 67,347 crore representing a 10.7% increase over the previous year. Return on average net worth was 14.56% and earnings per share stood at Rs.

88.29. Asset quality remained stable. Gross Non-Performing Assets (NPAs) were at 1.33% and net NPAs at 0.43%. Provisioning levels have remained as always, conservative and continue to be well above regulatory requirements.

The Board proposed a dividend of Rs. 22 per equity share with a face value of Re. 1. This does not include the interim dividend which is for the year 2025-26, which I have read out earlier. This accounts for approximately 25% of the profits for financial year 2024-25. These are in alignment with our Dividend Distribution Policy. The proposal for final dividend forms part of notice convening this AGM and approval of the shareholders has been sought for the same. Payment of this final dividend would be made along with the special interim dividend, i.e. on August 11, 2025.

As we grow larger, we are conscious of our enhanced responsibility towards our large stakeholder base. The Bank has created a dedicated Group Oversight Department, reporting to Executive Director of the Bank which periodically updates the Board on critical matters. This enables the Board to maintain sharper visibility over risk, compliance, audit and conduct across the group. However, each entity continues to remain responsible and accountable for its operations. Your Bank remains committed to upholding highest governance standards in risk management, audit and compliance. Our robust frameworks ensure that all operations are conducted with transparency, accountability and in strict adherence to regulatory requirements. Our effort has been to identify and address any transgression and incentivize adherence to our cherished values of governance, risk management and high standards of customer service.

The Bank is continuously attempting to leverage technology to enhance the quality of its service to customers. A significant part of our customer onboarding, servicing and financial transactions originate digitally. In FY 2025, we have made progress across key identified pillars of technology, viz. journeys, channels, core, data, and security. This has enhanced user experience, responsiveness and resilience. Generative AI or Gen AI as we all know it, presents a game changing opportunity to businesses and your Bank is leveraging this for improving customer service and operational