REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Equity Shares, Par value Rs. 1.0 per share |
The New York Stock Exchange* |
* | Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. |
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International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
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3 | ||||
4 | ||||
44 | ||||
83 | ||||
84 | ||||
88 | ||||
90 | ||||
91 | ||||
94 | ||||
102 | ||||
135 | ||||
162 | ||||
163 | ||||
166 | ||||
172 | ||||
224 | ||||
226 | ||||
230 | ||||
231 | ||||
232 | ||||
F-1 | ||||
EI-1 |
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S-1 |
Item Caption |
Location |
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Part I |
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Item 1 | Identity of Directors, Senior Management and Advisors | Not Applicable |
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Item 2 | Offer Statistics and Expected Timetable | Not Applicable |
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Item 3 | Key Information | Risk Factors |
44 | |||
Item 4 | Information on the Company | Business |
4 | |||
Selected Statistical Information |
94 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
102 | |||||
Supervision and Regulation |
172 | |||||
Item 4A | Unresolved Staff Comments | Not Applicable |
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Item 5 | Operating and Financial Review and Prospects | Exchange Rates and Certain Defined Terms |
1 | |||
Selected Financial and Other Data |
91 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
102 | |||||
Item 6 | Directors, Senior Management and Employees | Business—Employees |
38 | |||
Management |
135 | |||||
Principal Shareholders |
162 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Restatements and Recovery of Erroneously Awarded Compensation |
134 | |||||
Item 7 | Major Shareholders and Related Party Transactions | Principal Shareholders |
162 | |||
Management—Loans to Members of Our Senior Management |
154 | |||||
Related Party Transactions |
163 | |||||
Item 8 | Financial Information | Report of Independent Registered Public Accounting Firm |
F-2 | |||
Consolidated Financial Statements and the Notes thereto |
F-6 | |||||
Business—Legal Proceedings |
39 | |||||
Dividend Policy |
90 | |||||
Item 9 | The Offer and Listing | Certain Information About Our American Depositary Shares and Equity Shares |
83 | |||
Item 10 | Additional Information | Management |
135 | |||
Description of Equity Shares |
84 | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
102 | |||||
Taxation |
166 | |||||
Supervision and Regulation |
172 | |||||
Exchange Controls |
224 | |||||
Restrictions on Foreign Ownership of Indian Securities |
226 | |||||
Additional Information |
230 |
Item Caption |
Location |
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Item 11 | Quantitative and Qualitative Disclosures About Market Risk | Business—Risk Management |
28 | |||||
Selected Statistical Information |
94 | |||||||
Item 12 | Description of Securities Other than Equity Securities | Description of American Depositary Shares—Fees and Charges for Holders of American Depositary Shares |
88 | |||||
Part II |
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Item 13 | Defaults, Dividend Arrearages and Delinquencies | Not Applicable |
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Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | Management’s Discussion and Analysis of Financial Condition and Results of Operations—Transaction with HDFC Limited |
102 | |||||
Item 15 | Controls and Procedures | Management—Controls and Procedures |
155 | |||||
Management’s Report on Internal Control Over Financial Reporting |
231 | |||||||
Report of Independent Registered Public Accounting Firm—Internal Controls Over Financial Reporting |
232 | |||||||
Item 16A | Audit Committee Financial Expert | Management—Audit Committee Financial Expert |
156 | |||||
Item 16B | Code of Ethics | Management—Code of Ethics |
156 | |||||
Item 16C | Principal Accountant Fees and Services | Management—Principal Accountant Fees and Services |
157 | |||||
Item 16D | Exemption from the Listing Standards for Audit Committees | Not Applicable |
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Item 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Management’s Discussion and Analysis of Financial Condition and Results of Operations—Purchases of Equity Shares by HDFC Bank and Affiliated Purchasers |
134 | |||||
Item 16F | Changes in or disagreements with accountants | Not Applicable |
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Item 16G | Significant Differences in Corporate Governance Practices | Management—Compliance with NYSE Listing Standards on Corporate Governance |
157 | |||||
Item 16H | Mine Safety Disclosure | Not Applicable |
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Item 16I | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | Not Applicable |
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Item 16J | Insider Trading Policies | Management—Insider Trading Policies |
161 | |||||
Item 16K | Cybersecurity | Management’s Discussion and Analysis of Financial Condition and Results of Operations— Cybersecurity |
130 | |||||
Item 17 | Financial Statements | Not Applicable |
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Item 18 | Financial Statements | Consolidated Financial Statements and the Notes thereto |
F-1 |
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Item 19 | Exhibits | Exhibit Index |
EI-1 |
• | HDFC Investments Limited and HDFC Holdings Limited were amalgamated with and into HDFC Limited, and stood dissolved without being wound up, without any further act or deed; |
• | HDFC Limited was amalgamated with and into HDFC Bank, and HDFC Limited stood dissolved without being wound up, without any further act or deed; and |
• | the other subsidiaries of HDFC Limited became subsidiaries and affiliates of HDFC Bank. |
• | HDBFSL, a non-deposit-taking NBFC in which we hold a 95.2 percent stake, is engaged primarily in the business of retail asset financing. Its total assets and shareholders’ equity as of March 31, 2024 were Rs. 919.1 billion and Rs. 130.7 billion, respectively. Its net income before noncontrolling interest was Rs. 22.5 billion for fiscal year 2024. As of March 31, 2024, HDBFSL had 1,682 branches across 1,148 cities in India. |
• | HSL, in which we hold a 95.4 percent stake, is primarily in the business of providing brokerage and other investment services. Its total assets and shareholders’ equity as of March 31, 2024 were Rs. 142.3 billion and Rs. 19.9 billion, respectively. Its net income before noncontrolling interest was Rs. 9.9 billion for fiscal year 2024. As of March 31, 2024, HSL had 184 branches across 139 cities in India. |
• | HDFC Life, a publicly listed company in which we hold a 50.4 percent stake, is a leading, long-term life insurance solutions provider in India. HDFC Life’s consolidated total assets and shareholders’ equity as of March 31, 2024, including its subsidiaries, were Rs. 3,158.9 billion and Rs. 148.1 billion, respectively. HDFC Life and its subsidiaries contributed Rs. 13.5 billion to consolidated net income before noncontrolling interest for fiscal year 2024, representing nine months of consolidated activities since completion of the Transaction. HDFC Life had 535 branches pan-India as of March 31, 2024. |
• | HDFC AMC, a publicly listed company in which we hold a 52.5 percent stake, is the Investment Manager to HDFC Mutual Fund, one of the largest mutual funds in India, and offers a comprehensive suite of savings and investment products. HDFC AMC’s consolidated total assets and shareholders’ equity as of March 31, 2024, including its subsidiary, were Rs. 75.5 billion and Rs. 71.0 billion, respectively. HDFC AMC and its subsidiary contributed Rs. 14.7 billion to consolidated net income before noncontrolling interest for fiscal year 2024, representing nine months of consolidated activities since completion of the Transaction. HDFC AMC had 254 branches as of March 31, 2024. |
• | Our subsidiary HDFC Capital Advisors Limited (“HDFC Capital”) provides long-term equity and mezzanine capital to developers at the land and pre-approval stage predominantly for the development of affordable and mid-income housing in India. Our wholly owned subsidiary HDFC Sales Private Limited (“HSPL”) markets and sells home loans for the Bank, including the distribution of insurance products to the Bank’s customers. Our wholly owned subsidiary HDFC Trustee Company Limited (“HDFC Trustee”) is the trustee company for HDFC Mutual Fund. Our overseas subsidiary Griha Investments (“Griha Investments”) acts as an investment manager to HIREF International LLC and its special purpose vehicles (“SPVs”), while our other overseas subsidiary Griha Pte. Limited (“Griha Pte”) acts as an investment manager to Singapore domiciled funds and their SPVs. |
• | Our wholly owned subsidiary HDFC Education and Development Services Private Limited (“HDFC Edu”) is in the business of providing education management and consulting services. The Bank’s control of HDFC Edu is intended to be temporary. As directed by the RBI in connection with the Transaction, HDFC Edu is expected to be fully divested no later than July 1, 2025. |
• | PayZapp 2.0 |
• | Smart Hub Vyapar |
• | HDFC Bank One (Customer Experience Hub) |
• | Xpress Car Loans (“XCL”): . |
• | Smart Saathi |
• | Digital Rupee: |
• | UPI 2.0 Autopay: |
• | UPI Secondary ASBA: |
Years ended March 31, |
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2022 |
2023 |
2024 |
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(in millions, except percentages) |
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Retail banking |
Rs. | 640,670.1 | 71.8 | % | Rs. | 808,952.1 | 71.5 | % | Rs. | 960,249.9 | US$ | 11,522.2 | 51.8 | % | ||||||||||||||
Wholesale banking |
235,811.3 | 26.4 | % | 305,947.4 | 27.1 | % | 325,808.4 | 3,909.4 | 17.6 | % | ||||||||||||||||||
Treasury services |
15,952.8 | 1.8 | % | 16,261.7 | 1.4 | % | 32,497.2 | 389.9 | 1.8 | % | ||||||||||||||||||
Insurance services |
504,724.6 | 6,056.2 | 27.2 | % | ||||||||||||||||||||||||
Others |
30,591.1 | 367.1 | 1.6 | % | ||||||||||||||||||||||||
Net revenue |
Rs. | 892,434.2 | 100.0 | % | Rs. | 1,131,161.2 | 100.0 | % | Rs. | 1,853,871.2 | US$ | 22,244.8 | 100.0 | % |
At March 31, 2024 |
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Value (in millions) |
% of Total Value |
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Retail Assets: |
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Auto loans |
Rs. | 1,378,523.1 | US$ | 16,541.0 | 7.0 | |||||||
Personal loans/Credit cards |
3,119,246.7 | 37,428.0 | 15.9 | |||||||||
Retail business banking |
4,207,836.2 | 50,490.0 | 21.5 | |||||||||
Commercial vehicle and construction equipment finance |
1,619,602.9 | 19,433.7 | 8.3 | |||||||||
Housing loans |
6,993,168.0 | 83,911.3 | 35.7 | |||||||||
Other retail loans |
2,272,031.2 | 27,262.1 | 11.6 | |||||||||
Total retail loans |
Rs. | 19,590,408.1 | US$ | 235,066.1 | 100.0 |