HDFC Bank CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Apr 2026, 48 fund houses

• Re-appointment of Dr. (Mrs.) Sunita Maheshwari (DIN: 01641411) as an Independent Director of the Bank

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundPrior approval of the shareholders has not been obtained for re-appointment as an Independent Director for second term.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern identified on the merit of the proposed appointee. Non-Compliance w.r.t Companies Act, 2013: The term of Director has already ended on 29th March, 2026. The eligibility for re-appointment is subject to shareholders’ approval, which must be obtained prior to the completion of the 1st term. As a result, prior approval of the shareholders has not been obtained for his re-appointment as an Independent Director, making the proposed re-appointment non-compliant.
  • LIC Mutual FundConcerns over Non-Compliance w.r.t Companies Act, 2013: The term of Director has already ended on 29th March, 2026. The eligibility for re-appointment is subject to shareholders approval, which must be obtained prior to the completion of the 1st term. As a result, prior approval of the shareholders has not been obtained for his re-appointment as an Independent Director, making the proposed re-appointment non-compliant.
  • PGIM India Mutual FundNo concern identified on the merit of the proposed appointee. Non-Compliance w.r.t Companies Act, 2013: The term of Director has already ended on 29th March, 2026. The eligibility for re-appointment is subject to shareholders approval, which must be obtained prior to the completion of the 1st term. As a result, prior approval of the shareholders has not been obtained for his re-appointment as an Independent Director, making the proposed re-appointment non-compliant.

  40 for7 against

  1 abstained

Mutual fund votes, meeting of 13 Mar 2026, 47 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To approve Material Related Party Transactions with HDB Financial Services Limited

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency concern: Lack of adequate justification with regards to the arm’s length pricing for providing fund and non-fundbased facilities.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern has been identified on the proposed period of approval and nature of transactions. Transparency concern: There appears to be a lack of adequate justification and clarity with respect to the rate of interest proposed for the fund-based and non-fund-based facilities extended to HDB Financial Services Ltd under Resolution No. 1. This has been observed from the corresponding notice available in the public domain for the shareholders of HDB Financial Services Ltd in relation to the same related party transaction. Additionally, there is no disclosure specifying the rate of interest charged by the Bank in respect of similar facilities extended to HDFC Life and HDFC ERGO.

  41 for4 against

  1 abstained

• To approve Material Related Party Transactions with HDFC Securities Limited

  46 for0 against

  1 abstained

• To approve Material Related Party Transactions with HDFC Life Insurance Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency concern: Lack of adequate justification with regards to the arm’s length pricing for providing fund and non-fundbased facilities.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern has been identified on the proposed period of approval and nature of transactions. Transparency concern: There appears to be a lack of adequate justification and clarity with respect to the rate of interest proposed for the fund-based and non-fund-based facilities extended to HDB Financial Services Ltd under Resolution No. 1. This has been observed from the corresponding notice available in the public domain for the shareholders of HDB Financial Services Ltd in relation to the same related party transaction. Additionally, there is no disclosure specifying the rate of interest charged by the Bank in respect of similar facilities extended to HDFC Life and HDFC ERGO.

  42 for4 against

  1 abstained

• To approve Material Related Party Transactions with HDFC ERGO General Insurance

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency concern: Lack of adequate justification with regards to the arm’s length pricing for providing fund and non-fundbased facilities.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern has been identified on the proposed period of approval and nature of transactions. Transparency concern: There appears to be a lack of adequate justification and clarity with respect to the rate of interest proposed for the fund-based and non-fund-based facilities extended to HDB Financial Services Ltd under Resolution No. 1. This has been observed from the corresponding notice available in the public domain for the shareholders of HDB Financial Services Ltd in relation to the same related party transaction. Additionally, there is no disclosure specifying the rate of interest charged by the Bank in respect of similar facilities extended to HDFC Life and HDFC ERGO.

  42 for4 against

  1 abstained

• To approve re-appointment of Mr. Kaizad Bharucha (DIN: 02490648) as the Deputy Managing Director of the Bank, on the terms and conditions relating to the said re-appointment, including remuneration, as approved by the Reserve Bank of IndiaMoreLess

  ›Against Bank of India Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Old Bridge Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund

  • Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual Fund, Unifi Mutual FundKaizad Bharucha, 58, is currently the Deputy Managing Director since 19 April 2023. He attended 13 out 14 board meetings in FY25 (93%) and 14 out of 15 board meetings in YTD FY26 (93%). As per the previously approved terms. Kaizad Bharucha received a remuneration of Rs. 152.6 mn (incl fair value of ESOPs granted) in FY25. For FY26, we estimate his annual remuneration to be Rs. 238.3 mn (incl fair value of ESOPs granted). We raise concern that the bank has not provided any guidance with regards to the remuneration proposed for FY27. This remuneration is to be decided by the NRC and then approved by the board and RBI. We expect the bank to disclose, for shareholder approval, all components of proposed remuneration, both fixed and variable and the performance metrics that determine variable pay. In the past the bank had confirmed that upon receipt of requisite approvals from the RBI, the proposed remuneration of Kaizad Bharucha for each financial year would be placed before the shareholders for their approval. However, the same has not been done since his initial appointment as Deputy Managing Director in the Postal Ballot of June 2023. Given the lack of clarity in his remuneration terms for FY27, we are unable to determine his overall remuneration for the proposed tenure. While we support his reappointment as Deputy Managing Director, we are unable to ascertain the proposed remuneration. We do not support this resolution.
  • Invesco Mutual FundKaizad Bharucha, 58, is currently the Deputy Managing Director since 19 April 2023. He attended 13 out 14 board meetings in FY25 (93%) and 14 out of 15 board meetings in YTD FY26 (93%). As per the previously approved terms. Kaizad Bharucha received a remuneration of Rs. 152.6 mn (incl fair value of ESOPs granted) in FY25. For FY26, we estimate his annual remuneration to be Rs. 238.3 mn (incl fair value of ESOPs granted). We raise concern that the bank has not provided any guidance with regards to the remuneration proposed for FY27. This remuneration is to be decided by the NRC and then approved by the board and RBI. We expect the bank to disclose, for shareholder approval, all components of proposed remuneration, both fixed and variable and the performance metrics that determine variable pay. In the past the bank had confirmed that upon receipt of requisite approvals from the RBI, the proposed remuneration of Kaizad Bharucha for each financial year would be placed before the shareholders for their approval. However, the same has not been done since his initial appointment as Deputy Managing Director in the Postal Ballot of June 2023. Given the lack of clarity in his remuneration terms for FY27, we are unable to determine his overall remuneration for the proposed tenure. While we support his reappointment as Deputy Managing Director, we are unable to ascertain the proposed remuneration. We do not support this resolution. This is in line with our ESG framework.
  • Old Bridge Mutual FundKaizad Bharucha received remuneration of Rs. 152.6 mn in FY25. The bank has not provided guidance on the remuneration from FY27 onwards; it will be determined by the Nomination and Remuneration Committee (NRC) and subsequently approved by the board and the RBI. The bank has clarified that annual increments to whole-time directors over the past five years have ranged between 4% and 8%, and that the annual variable component payable to Kaizad Bharucha is capped at 200% of fixed pay. Based on this clarification, we estimate his annual compensation at Rs. 280.2 mn, with the maximum payout reaching Rs. 373.6 mn. We expect the bank to disclose all components of proposed remuneration along with performance metrics in the notice to shareholders. In the past, the bank had indicated that, upon receipt of requisite RBI approvals, the proposed remuneration for each financial year would be placed before shareholders for approval. However, this has not been done since his initial appointment as Deputy Managing Director through the June 2023 postal ballot. The bank has now stated that enhanced clarity on future compensation will be provided to shareholders in subsequent notices. While we note concerns regarding the bank’s practice of not seeking annual shareholder approval for the remuneration of its whole-time directors once approved by the RBI, we recognize that Kaizad Bharucha is a professional whose skills carry a market value. Further, the proposed remuneration is commensurate with the size and complexity of the bank’s operations.

  40 for6 against

  1 abstained

Mutual fund votes, meeting of 21 Aug 2025, 42 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Increase in the Authorised Share Capital of the Bank and consequential alteration to the Capital Clause of the Memorandum of Association

  40 for0 against

  1 abstained

• Issuance of Bonus Shares

  41 for0 against

  1 abstained

Mutual fund votes, meeting of 8 Aug 2025, 41 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the audited financial statements (standalone) of the Bank for the financial year ended March 31, 2025 along with the Reports of the Board of Directors and Auditors thereonMoreLess

  40 for0 against

  1 abstained

• To receive, consider and adopt the audited financial statements (consolidated) of the Bank for the financial year ended March 31, 2025 along with the Report of Auditors thereon

  40 for0 against

  1 abstained

• To consider declaration of dividend on Equity Shares

  39 for0 against

  1 abstained

• To appoint a Director in place of Mr. Kaizad Bharucha (DIN:02490648), who retires by rotation and being eligible, offers himself for re-appointment

  40 for0 against

  1 abstained

• To appoint a Director in place of Mrs. Renu Karnad (DIN: 00008064), who retires by rotation and, being eligible, offers herself for re-appointment

  40 for0 against

  1 abstained

• To appoint M/s. B S R & Co. LLP, Chartered Accountants as one of the Joint Statutory Auditors and to fix the overall remuneration of the Joint Statutory Auditors

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: The period of shareholder approval exceeds the period of RBI approval.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern on merit, competence, eligibility of proposed Auditors. Governance Concern: The period of shareholder approval exceeds the period of RBI approval. Although the Bank cannot be held at fault however, concern is being raised due to inconsistency in legal provisions.
  • LIC Mutual FundGovernance Concern: The period of shareholder approval exceeds the period of RBI approval. Although the Bank cannot be held at fault however, concern is being raised due to inconsistency in legal provisions.

  32 for8 against

  1 abstained

• To Issue Long-Term Bonds (financing of infrastructure and affordable housing), Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds through private placement mode

  39 for0 against

  1 abstained

• To appoint M/s. Bhandari & Associates, Company Secretaries as Secretarial Auditors and to fix their remuneration

  40 for0 against

  1 abstained

Mutual fund votes, meeting of 26 Mar 2025, 37 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Approval of Material Related Party Transactions with HDB Financial Services Limited

  35 for0 against

  1 abstained

• Approval of Material Related Party Transactions with HDFC Securities Limited

  36 for0 against

  1 abstained

• Approval of Material Related Party Transactions with HDFC Life Insurance Company Limited

  36 for0 against

  1 abstained

• Approval of Material Related Party Transactions with HDFC ERGO General Insurance Company Limited

  36 for0 against

  1 abstained

• Approval of Material Related Party Transactions with PayU Payments Private Limited

  35 for0 against

  1 abstained

• Approval of Material Related Party Transactions with HCL Technologies Limited

  35 for0 against

  1 abstained

Mutual fund votes, meeting of 11 Jan 2025, 36 fund houses

• To approve the appointment of Mr. Santhosh Iyengar Keshavan (DIN: 08466631) as an Independent Director of the Bank.

  35 for0 against

  1 abstained