Corporate Governance Report 2023 24

Report on Corporate Governance
CORPORATE GOVERNANCE PHILOSOPHY governance practices of the Company, under which it strives
The Company’s philosophy on Corporate Governance is to maintain an effective, informed and independent Board.
aimed at assisting the management of the Company in the The Company strives to maintain an appropriate balance
efficient conduct of its business and meeting its obligations of skills and experience within the organisation and the
to stakeholders and is guided by a strong emphasis on Board in an endeavour to introduce new perspectives while
transparency, accountability and integrity. The governance maintaining experience and continuity.
practices and processes ensure that the interest of all
Committees of the Board handling specific responsibilities
stakeholders are taken into account in a transparent manner
mentioned under the applicable laws viz. Audit Committee,
and are firmly embedded into the culture of the organisation.
Risk Management Committee, Nomination and Remuneration
The Company has fair, transparent and ethical governance Committee, Information Technology Strategy Committee,
practices, essential for augmenting long- term shareholder Corporate Social Responsibility and ESG Committee
value and retaining investor trust. This has been possible and Stakeholders Relationship Committee empower the
through continued efforts and commitment to the highest functioning of the Board through flow of information
standards of corporate conduct. amongst each other and by delivering a focused approach
The Company has a dynamic, experienced and well-informed and expedient resolution of diverse matters.
Board. The Board along with its Committees, with the In compliance with the provisions of the Companies Act, 2013
Corporate Governance mechanism in place, undertakes its (“Act”), SEBI (Listing Obligations and Disclosure Requirements)
fiduciary duties towards all its stakeholders. The Company has Regulations, 2015 (“SEBI Listing Regulations”) and Reserve
adopted a Board approved Corporate Governance Code which Bank of India (Non-Banking Financial Company–Scale
will help the Company in attaining its objectives/goals, since Based Regulation) Master Directions, 2023, No. RBI/
it encompasses every sphere of operations, management, DoR/2023-24/105 DoR.FIN.REC.No.45/03.10.119/2023-24
action plans, internal controls, performance measurement dated October 19, 2023 (“RBI Master Directions”), the Board
and regulatory disclosure. The said Corporate Governance of your Company has an optimum combination of Executive,
Code has been uploaded on the Company’s website and can Non-Executive and Independent Directors. The composition
be accessed at https://www.hdbfs.com/investors. of the Board is in compliance with the provisions of the Act
and Rules made thereunder and SEBI Listing Regulations
BOARD OF DIRECTORS as amended from time to time. As on March 31, 2024,
The Board of Directors (“Board”) is at the core of the corporate the Board comprised of nine members consisting of one
governance system of the Company. The Board is committed Executive Director, one Part-Time Non-Executive Chairman
towards compliance of sound principles of corporate & Independent Director, one Non-Executive Director and
governance and plays a crucial role in overseeing how the six Non-Executive Independent Directors including three
management serves the short and long term interests of the Women Directors.
members and other stakeholders. This belief is reflected in the
92 Annual Report 2023-24

Corporate Statutory Financial
Overview Reports Statements
Report on Corporate Governance (Contd.)
The composition of the Board of Directors as on March 31, 2024, attendance of Directors at the Company’s Board Meetings held
during the FY 2023-24 and the last virtual Annual General Meeting held on June 30, 2023 are as follows:
Sr. Name of the Director, Director Number of Board Whether No. of Remuneration No. of
No. Category & DIN Since meetings attended other (` In Lakhs) shares
Held Attended last Director Salary Sitting Commission held in and
AGM ships and other Fee convertible
compensation instrument
held in the
Company
1. Mr. Arijit Basu, June 7 6 Yes 1 30 6.75 Nil Nil
Part-Time Non- 01, 2021
Executive Chairman &
Independent Director
(DIN: 06907779)
2. Mr. Venkatraman March 7 7 Yes 5 Nil 13.75 15 Nil
Srinivasan, 12, 2015
(DIN: 00246012)
3. Ms. Smita Affinwalla, March 7 7 Yes 1 Nil 12 15 Nil
Independent Director 12, 2015
(DIN: 07106628)
4. Dr. Amla Samanta, May 01, 7 7 Yes 3 Nil 8.75 14 Nil
Independent Director 2019
(DIN: 00758883)
5. Mr. Adayapalam July 7 6 Yes Nil Nil 13.75 15 Nil
Viswanathan, 24, 2019
(DIN: 08518003)
6. Ms. Arundhati Mech, February 7 7 Yes 1 Nil 12 15 Nil
Independent Director 11, 2022
(DIN: 09177619)
7. Mr. Jayesh January 1 1 NA 1 Nil 0.75 Nil Nil
Chakravarthi, 25, 2024
(DIN: 08345495)
8. Mr. Jimmy Tata, July 5 5 NA 1 Nil Nil Nil 3,21,021
Non-Executive 15, 2023
Director
(DIN: 06888364)
9. Mr. Ramesh G., July 7 7 Yes Nil 782.31 Nil Nil 8,53,000
Managing Director & 01, 2012
Chief Executive Officer
(DIN: 05291597)
Note: The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has re-appointed
Mr. A K Viswanathan as an Independent Director of the Company with effect from July 24, 2024 subject to shareholders approval
at the ensuing Annual General Meeting of the Company.
HDB Financial Services Limited 93

The details of directorship and committee chairmanship/ membership as on March 31, 2024 is as under:
Name of the Director Directorships Number of Committee

positions held*
In equity listed companies In unlisted public In private limited Chairman Member
companies companies
Mr. Arijit Basu Nil 1 Nil Nil 1
Mr. Venkatraman Srinivasan • Fairchem Organics Ltd Nil 1 3 8
• Mahanagar Gas Ltd
• Eimco Elecon (India) Ltd
• Amal Ltd
Ms. Smita Affinwalla Nil Nil 1 0 1
Dr. Amla Samanta Nil 1 2 1 2
Mr. Adayapalam Viswanathan Nil Nil Nil Nil 1
Ms. Arundhati Mech Nil 1 Nil Nil 2
Mr. Jayesh Chakravarthi Nil Nil 1 Nil Nil
Mr. Jimmy Tata Nil Nil 1 Nil 1
Mr. Ramesh G. Nil Nil Nil Nil 1
* Disclosure includes Chairmanship/ Membership of Committees as required for computation of maximum number of Committees
of which Director can be Chairman or Member in terms of Regulation 26(1) of SEBI Listing Regulations (i.e. Chairmanship/
Membership of Audit Committee and Stakeholders Relationship Committee in all Indian public companies including HDB
Financial Services Limited).
Note: The number of Memberships of the Directors in the Committee includes the number of posts of Chairman of the said
Committee held in public companies including HDB Financial Services Limited as on March 31, 2024.
Details of change in composition of the Board during the current FY 2023-24 and previous FY 2022-23 as below:
Sr. Name of the Director Capacity Nature of change Effective Date

No.
1 Mr. Ramesh G. Managing Director and Chief Executive Officer Re-appointment July 01, 2022
2 Mr. Arijit Basu Chairman and Non-Executive Director Resignation May 31, 2023
(Non-Independent Director)
3 Mr. Arijit Basu Part-Time Non-Executive Chairman and Appointment May 31, 2023
4 Mr. Jimmy Tata Non-Executive Director Appointment July 15, 2023
5 Mr. Jayesh Chakravarthi Independent Director Appointment January 25, 2024
6 Dr. Amla Samanta Independent Director Re-appointment May 01, 2024
All the Directors have made necessary disclosures regarding their directorship and committee positions occupied by them in
other companies. Based on the declaration received from the Directors, none of the Directors are related to each other.
BOARD MEETINGS AND DELIBERATIONS

The Board Meetings are convened by giving appropriate notice well in advance of all the meetings. The Directors / Members
are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each
agenda item and make informed decisions and provide appropriate directions to the Management.

The Board meets at least once in every quarter to review MEETINGS OF INDEPENDENT DIRECTORS
the quarterly results and other items on the agenda and As stipulated by the Code of Independent Directors under the
additional meetings are held to address specific needs and Act and Rules made thereunder and SEBI Listing Regulations
business requirements of your Company. In case of business as amended from time to time, one Meeting of Independent
exigencies, the Board’s approvals are taken through circular Directors was held during the year. The Meeting was
resolutions and the same are noted at the subsequent meeting conducted to enable Independent Directors, discuss matters
of the Board of Directors. The quorum of the Board meeting relating to Company’s affairs and put forth their views without
is three members or one-third members, whichever is higher. the presence of Non-Independent Directors and members of
the Management.
Video-conferencing facility is also provided at the Board
meetings in case any director is unable to attend the meeting In this Meeting, the Independent Directors reviewed the
physically but wishes to participate through electronic mode performance of Non-Independent Directors and the Board as
in the meetings. The same is conducted in compliance with a whole.
the applicable laws. The Business Heads and other executives
A separate Meeting of Independent Directors was held on
attend the Board meetings upon invitation on need basis.
April 14, 2023, during the year under review.
At the Board Meetings, presentations covering important The details of the Separate Meeting of Independent Directors
areas of the Company were presented such as annual held during FY 2023-24 and attendance of the members at
action plans, business strategies, financial statements, the meeting is given below:
performance review, information technology, information
security risk management, customer grievances, customer Name of the Member Number of Number Attendance
meetings of (%)
services framework, compliance and risk assessment, scale
held during meetings
based regulation (SBR) regulatory framework, etc. their tenure Attended
During the FY 2023-24, your Board of Directors met 7 (Seven) Ms. Smita Affinwalla 1 1 100
times, the Meetings were held on April 15, 2023; May 31, 2023; Mr. Venkatraman 1 1 100
Srinivasan
June 12, 2023 (adjourned meeting); July 15, 2023;
Dr. Amla Samanta 1 1 100
October 14, 2023; December 19, 2023; January 13, 2024;
Mr. Adayapalam 1 1 100
March 11, 2024 and March 12, 2024 (adjourned meeting). The
Viswanathan
requisite quorum was present for all the Meetings. The Board
Ms. Arundhati Mech 1 1 100
met at least once in a calendar quarter and the maximum
time gap between any two Meetings was not more than one
FAMILIARISATION PROGRAMME FOR INDEPENDENT
hundred and twenty days.
DIRECTORS
The Company conducts orientation programs/ presentations/
DECLARATION OF INDEPENDENCE
training sessions, periodically at regular intervals, to
The Company has received necessary declaration and familiarise the Independent Directors with the strategies,
confirmation from each of the Independent Directors operations and functions of the Company.
confirming that they meet the criteria of independence as
Further, on an ongoing basis as a part of the agenda of
prescribed under the Act and SEBI Listing Regulations.
meetings of the Board/ Committee(s), presentations are
Independent Directors have confirmed that they have
regularly made to the Independent Directors on various
registered their names in the Independent Directors’
matters inter alia covering the Company’s businesses and
Databank. In the opinion of the Board, the Independent
operations, strategies, risk management framework, industry
Directors continue to fulfil the criteria prescribed for an
and regulatory updates and other relevant matters. These
independent director as stipulated in Regulation 16(1)(b) of
presentations enable one-on-one interaction between the
the SEBI Listing Regulations and Section 149(6) of the Act
Independent Directors and the senior management of the
and are independent of the management of the Company.
Company/ internal auditor of the Company. Additionally,
visits to branches of the Company are also arranged to
apprise them of the actual operations of the Company.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model of the Company and related matters along
with details of number of programmes and number of hours spent by each of the Independent Directors during the Financial
Year 2023-24, in terms of the requirements of SEBI Listing Regulations are available on the website of the Company and can be
accessed at https://www.hdbfs.com/sites/default/files/grp_pdf/Familiarization-Program-for-Independent-Directors2023.pdf
A CHART OR A MATRIX SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of
the Company’s business and that the said skills are available with the existing composition of the Board.
Name of the Director Skill Areas

Mr. Arijit Basu Leadership, Business & Strategic Planning, Governance, Industry Knowledge, Banking, Insurance
Mr. Venkatraman Srinivasan Finance, Audit, Accounting & Taxation, Compliance & Audit Purview, Governance
Ms. Smita Affinwalla Human Resource, Business Administration, Finance, BFSI Industry knowledge
Mr. Adayapalam Risk Management, Cyber Security, Stakeholders Engagement, Finance, Accounting & Taxation
Viswanathan
Dr. Amla Samanta Entrepreneurship Banking, Finance, Governance
Ms. Arundhati Mech Banking, Human Resource, Regulatory Compliance, Business Administration
Mr. Jimmy Tata Risk Management, Banking, Industry Knowledge, Finance
Mr. Jayesh Chakravarthi Information Technology, Cyber Security, Business & Strategic Planning
Mr. Ramesh G. Leadership, Business & Strategic Planning, Governance, Industry Knowledge, Risk Management,
Stakeholders Engagement
COMMITTEES OF THE BOARD OF DIRECTORS Your Company has six (6) Committees as on March 31, 2024,
The Committees instituted by the Board plays a vital role in of the Board, where the members of the Committees take
the governance structure of the Company and they deal in informed decisions in the best interest of the Company. Also
specific areas or activities that need closure or review. The Customer Service Committee is constituted w.e.f April 16,
Committees have been set up under the prescribed approval 2024. Following Committees monitor the activities falling
of the Board to carry out roles and responsibilities as set within their terms of reference:
out in the Corporate Governance Code of the Company. The A. Audit Committee
terms of reference of these Committees are in line with the
B. Nomination and Remuneration Committee
requirements of the Companies Act, 2013 and SEBI Listing
Regulations. The brief terms of reference of the individual C. Stakeholders Relationship Committee
Committees of Board are aligned with individual Committees D. Corporate Social Responsibility & ESG Committee
mentioned below and the detailed list of the terms of
E. Risk Management Committee
reference of the Committees can be accessed through
Corporate Governance Code of the Company available on the F. Information Technology Strategy Committee.
website at https://www.hdbfs.com/investors During the FY 2023-24, the Board had accepted all
The Chairman of each Committee briefs the Board on the recommendations of all the Committees of the Board. All
important deliberations and decisions of the respective decisions pertaining to the constitution of Committees,
Committees. The quorum for all the Board Committees is appointment of members and terms of reference for Committee
two members or one-third members, whichever is higher. members are taken by the Board of Directors. Details pertaining
The Company Secretary acts as the Secretary to all the to the role and composition of these Committees, including
Committees of the Board of Directors. the number of meetings held during the financial year and the
related attendance, are provided below:

A. AUDIT COMMITTEE
Your Company has an independent Audit Committee, which acts as a link between the management, the statutory and
internal auditors and the Board. Its composition, quorum, powers, role and scope are in accordance with the provisions of
Section 177 of the Act, Regulation 18 of the SEBI Listing Regulations and Reserve Bank of India (Non-Banking Financial
Company–Scale Based Regulation) Master Directions, 2023, No. RBI/DoR/2023-24/105 DoR.FIN.REC.
No.45/03.10.119/2023-24 dated October 19, 2023 on Non-Banking Financial Company - Systemically Important
Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (“RBI Master Directions”). All
the members of the Audit Committee are financially literate and possess high expertise in the fields of Finance, Taxation,
Economics, Risk and International Finance.
Composition, Meetings & Attendance:
Majority of the Committee members are Independent Directors. The Audit Committee met 4 (Four) times during the year
under review on April 14, 2023, April 15, 2023 (adjourned meeting), July 14, 2023, July 15, 2023 (adjourned meeting),
October 13, 2023, October 14, 2023 (adjourned meeting) and January 12, 2024, January 13, 2024 (adjourned meeting). The
gap between two Meetings did not exceed one hundred and twenty days. The composition of the Audit Committee as on
March 31, 2024 and the details of attendance for the FY 2023-24 is as under:
Sr. Name of the Member of Designation in Number of Number of No. of shares

No. Member Committee since the Committee & meetings held meetings held in the
Capacity during their tenure Attended Company
1. Mr. Venkatraman March 12, 2015 Chairman, 4 4 Nil
Srinivasan Independent Director
2. Mr. Adayapalam July 24, 2019 Member, 4 4** Nil
Viswanathan Independent Director
3. Ms. Smita March 12, 2015 Member, 4 4 Nil
Affinwalla Independent Director
4. Mr. Jimmy Tata* October 14, 2023 Member, Non- 1 1 3,21,021
Executive Director
*Mr. Jimmy Tata was inducted as a member of the Audit Committee with effect from October 14, 2023.
**Mr. Adayapalam Viswanathan was present at the 70th Audit Committee meeting held on January 12, 2024. However, he was
absent in the 70th adjourned Audit Committee meeting held on January 13, 2024.
Mr. Venkatraman Srinivasan, Chairman of the Committee, was present at the 16th AGM which was held through video
conferencing (VC) on June 30, 2023 to answer members’ queries.
Brief Description of Terms of Reference:

The terms of reference of this Committee are in line with the regulatory requirements mandated in the Act and Rules made
thereunder, SEBI Listing Regulations and RBI Master Directions as amended from time to time. The role and responsibilities
of the Audit Committee inter-alia includes:
(i) Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that its
financial statements are correct, sufficient and credible;
(ii) Recommending the appointment, remuneration and terms of appointment of the auditors of the Company;
(iii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(iv) Approving payments to statutory auditors for any other services rendered by the statutory auditors;
(v) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval.
In addition to the members of the Audit Committee, these meetings were attended by Chief Financial Officer, Internal
Auditor, Internal Ombudsman, representative of Statutory Auditors and other senior executives who were considered
necessary for providing inputs to the Committee.

B. NOMINATION & REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee (NRC) in compliance with the provisions of the Section 178
of the Act, Regulation 19 of SEBI Listing Regulations and RBI Master Directions.

All the members of the Nomination & Remuneration Committee are the Independent Directors. In addition to the members
of the Nomination & Remuneration Committee, these meetings were attended by Managing Director & CEO, Chief - People
& Operations and other senior executives who were considered necessary for providing inputs to the Committee. The
Nomination & Remuneration Committee met 3 (Three) times during the year under review, on May 31, 2023, June 12, 2023
(adjourned meeting), October 23, 2023 and January 22, 2024.
The composition of the Nomination & Remuneration Committee as on March 31, 2024 and the details of attendance for the
FY 2023-24 is as under:

1. Mr. Venkatraman Chairman, March 12, 2015 3 3 Nil
2. Mr. Arijit Basu Member, August 16, 2021 3 3 Nil
3. Dr. Amla Samanta Member, July 24, 2019 3 3 Nil
Mr. Venkatraman Srinivasan, Chairman of the Committee, was present at the 16th AGM which was held through video
conferencing (VC) on June 30, 2023 to answer members’ queries.

The terms of reference of this Committee are in line with the regulatory requirements mandated in the Act and Rules made
thereunder, SEBI Listing Regulations and RBI Master Directions as amended from time to time. The role and responsibilities
of the Nomination and Remuneration Committee inter-alia includes:
(i) Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommending to the Board a Policy, relating to the remuneration for the directors, key managerial personnel and
other employees. While formulating the policy, following to be ensured:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of
the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the working of the
Company and its goals.
(ii) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
(a) use the services of an external agencies, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.

(iii) Formulating criteria for evaluation of the performance of the independent directors and the Board;
(iv) Devising a policy on Board diversity;
(v) Ensuring ‘fit and proper’ status of the proposed and existing directors and scrutinising the declarations received by the
directors in this regard;
Performance Evaluation of Board, its Committees and Directors

Pursuant to the provisions of the Act and Rules made thereunder and SEBI Listing Regulations as amended from time to
time, the Nomination & Remuneration Committee had approved a framework for performance evaluation of the Board of
Directors, its Committees and the individual Board members. The Board has carried out an annual performance evaluation
of its own performance, evaluation of the working of its Committees as well as performance of all the Directors individually
(including Independent Directors) and Chairman. Feedback was sought by well-defined and structured questionnaires
covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees,
areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, etc.
Performance Evaluation framework of the Company is as follows:

a. NRC would approve framework of performance evaluation of the Company;
b. Board would evaluate the performance of the Independent Directors, Board as a whole and Committees of the Board;
c. Independent Directors would evaluate the performance of the Chairman of the Company after taking views of other
directors, Board as a whole, Managing Director & CEO and Non-Independent Directors; and
d. Self-evaluation of individual Directors.
The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Independent Directors.
A member of the Board will not participate in the discussion of his/her evaluation. The performance evaluation of the Non-
Independent Directors, Chairman and the Board as a whole was carried out by the Independent Directors.
The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director
being evaluated. Performance evaluation of the Board and of its Committees was carried out by the Board. Qualitative
comments and suggestions of Directors were taken into consideration by the Chairman of the Board and the Chairman of
the Nomination and Remuneration Committee.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has a Stakeholders Relationship Committee in compliance with Section 178(5) of the Act and Regulation 20
of SEBI Listing Regulations. Ms. Dipti Khandelwal, Company Secretary, is Compliance officer of the Company.

The Stakeholders Relationship Committee met 2 (Two) times during the year under review on April 14, 2023 and
October 13, 2023. The composition of the Stakeholders Relationship Committee as on March 31, 2024 and the details of
attendance for the FY 2023-24 is as under:

1. Dr. Amla Samanta Chairperson, July 17, 2019 2 2 Nil
2. Ms. Arundhati Member, April 16, 2022 2 2 Nil
Mech Independent Director
3. Mr. Ramesh G. Member, Managing April 18, 2017 2 2 8,53,000
Director & Chief
Executive Officer

Dr. Amla Samanta, Chairman of the Committee, was present at the 16th AGM which was held through video conferencing
(VC) on June 30, 2023 to answer members’ queries.

The terms of reference of this Committee are in line with Act and SEBI Listing Regulations. The role and responsibilities of
the Stakeholders Relationship Committee inter-alia includes:
(i) Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, etc.;
(ii) Review of measures taken for effective exercise of voting rights by shareholders;
(iii) Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent;
(iv) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
(v) To specifically look into various aspects of interest of shareholders, debenture holders and other security holders; and
During the FY 2023-24, one grievance from the debenture holder was received, which was resolved within the regulatory
timelines.
D. RISK MANAGEMENT COMMITTEE

Your Company has Risk Management Committee in compliance with Regulation 21 of SEBI Listing Regulations and RBI
Master Directions, which monitors the risk management strategy of the Company. In order to ensure best governance
practices, the Company has established risk management process for each line of its business and operations. These
processes have been implemented through the specific policies adopted by the Board of Directors of the Company from
time to time. Nevertheless, entire processes are subjected to robust independent internal audit review to arrest any potential
risks and take corrective actions.
The Risk Management Committee of the Board has been in place since the commencement of business of the Company, meets
on a quarterly basis and reports to the Board of Directors. The minutes of such meetings are tabled before the Board of Directors.

The Risk Management Committee met 4 (Four) times during the year under review on June 29, 2023, September 20, 2023,
December 15, 2023 and March 13, 2024. In addition to the members of the Risk Management Committee, these meetings
were attended by Chief Financial Officer, Chief Risk Officer and other senior executives who were considered necessary for
providing inputs to the Committee.
The composition of the Risk Management Committee as on March 31, 2024 and the details of attendance for the
FY 2023-24 is as under:

1. Mr. Adayapalam July 24, 2019 Chairman, 4 4 Nil
2. Mr. Venkatraman July 24, 2019 Member, 4 4 Nil
3. Ms. Arundhati April 16, 2012 Member, 4 4 Nil


4. Mr. Jimmy Tata* October 14, 2023 Member, Non- 2 2 3,21,021
Executive Director
5. Mr. Ramesh G. July 17, 2012 Member, Managing 4 4 8,53,000
Director & Chief
Executive Officer
*Mr. Jimmy Tata was inducted as a Member of the Committee with effect from October 14, 2023.

The terms of reference of this Committee are in line with SEBI Listing Regulations and RBI Master Directions as amended
from time to time. The role and responsibilities of the Risk Management Committee inter-alia includes:
(i) Approving and monitoring the Company’s risk management policies and procedures;
(ii) Framing, implementing, reviewing and monitoring the risk management plan including cyber security for the Company;
(iii) Evaluating the overall risks faced by the Company including liquidity risk;
(iv) Formulate a detailed risk management policy which shall include:
(a) A framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security
risks or any other risk as may be determined by the Committee.
(b) Measures for risk mitigation including systems and processes for internal control of identified risks.
(c) Business continuity plan.
(v) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
E. CORPORATE SOCIAL RESPONSIBILITY AND ESG COMMITTEE

The Corporate Social Responsibility and ESG (CSR & ESG) Committee was formed as per the provisions of Section 135 of
the Act.
The CSR & ESG Committee met 2 (Two) times during the year under review i.e. on April 14, 2023 and September 25, 2023. The
composition of the Corporate Social Responsibility and ESG Committee as on March 31, 2024 and the details of attendance
for the FY 2023-24 is as under:

1. Dr. Amla Samanta July 17, 2019 Chairperson, 2 2 Nil
2. Ms. Smita March 12, 2015 Member, 2 2 Nil
3. Mr. Venkatraman October 14, 2023 Member, - - Nil
Srinivasan* Independent Director
4. Mr. Ramesh G. March 12, 2015 Member, Managing 2 2 8,53,000
Director & Chief
Executive Officer
*Mr. Venkatraman Srinivasan was appointed as a Member of the CSR & ESG Committee consequent to reconstitution of the
Committee with effect from October 14, 2023.


The terms of reference of this Committee are in line with the regulatory requirements. The role and responsibilities of the
CSR & ESG Committee inter-alia includes:
(i) To formulate and recommend to the Board the Company’s ESG and CSR strategy, policy which shall include the
activities to be undertaken by the Company in areas and subject as specified in Schedule VII of the Companies Act,
2013 and to review and update them from time to time as the Company’s activities evolve further.
(ii) To monitor the Company’s ESG and CSR policy and performance. The ESG and CSR Committee shall institute a
transparent monitoring mechanism for implementation of the all activities including CSR projects & programs,
undertaken by the Company.
(iii) Recommend the amount of expenditure to be incurred on the CSR activities
(iv) To review the CSR project/initiatives from time to time.
(v) To ensure legal and regulatory compliance for all ESG related requirements as applicable to the Company including
CSR.
F. INFORMATION TECHNOLOGY STRATEGY COMMITTEE

Information Technology (IT) Strategy Committee was formed as per the provisions of RBI Master Direction No. RBI/
DNBS/2016-17/53 DNBS.PPD.No.04/66.15.001/2016-17 dated June 08, 2017 pertaining to “Information Technology
Framework for the NBFC Sector”. The Company has also considered the provisions of RBI Master Direction No. RBI/
DoS/2023-24/107 DoS.CO.CSITEG/SEC.7/31.01.015/2023-24 dated November 07, 2023 on Information Technology
Governance, Risk, Controls and Assurance Practices, which shall be effective from April 01, 2024.

The Information Technology Strategy Committee comprise of five members which met 4 (Four) times during the year under
review i.e. on June 29, 2023; September 25, 2023; December 15, 2023 and March 13, 2024.
The composition of the Information Technology Strategy Committee as on March 31, 2024 and the details of attendance for
the FY 2023-24 is as under:

1. Mr. Adayapalam July 24, 2019 Chairman, 4 4 Nil
2. Ms. Arundhati April 16, 2022 Member, 4 4 Nil
3. Ms. Smita August 16, 2021 Member, 4 4 Nil
4. Mr. Ramesh G. January 18, 2018 Member, Managing 4 4 8,53,000
Director & Chief
Executive Officer
5. Mr. Mathew Panat April 16, 2022 Member, Chief 4 4 3,000
Technology Officer
In addition to the members of the Information Technology Strategy Committee, these meetings were attended by Chief
Information Security Officer, Chief Risk Officer, Head Infrastructure & Security Operations and other senior executives who
were considered necessary for providing inputs to the Committee.


The terms of reference of this Committee are in line with the regulatory requirements. The role and responsibilities of the
Information Technology Strategy Committee inter-alia includes:
(i) Ensure that the RE has put an effective IT strategic planning process in place.
(ii) Shall guide in preparation of IT Strategy and ensure that the IT Strategy aligns with the overall strategy of the RE
towards accomplishment of its business objectives.
(iii) ITSC shall satisfy itself that the IT Governance and Information Security Governance structure fosters accountability,
is effective and efficient, has adequate skilled resources, well defined objectives and unambiguous responsibilities for
each level in the organisation.
(iv) ITSC to ensure that the Company has put in place processes for assessing and managing IT and cybersecurity risks.
(v) The Committee to ensure that the budgetary allocations for the IT function (including for IT security), cyber security are
commensurate with the Company’s IT maturity, digital depth, threat environment and industry standards and are utilised
in a manner intended for meeting the stated objectives.
GENERAL BODY MEETINGS

Following are the information on General Body meetings and details of special resolution(s) passed.
a. Details of last three Annual General Meetings and Special Resolutions passed thereat:
Details of Date and Venue Special resolutions passed
AGM Time
16th AGM June 30, Held through Video • Appointment of Mr. Arijit Basu as a Part-Time Non-Executive
2023 at 12 Conferencing (“VC”)/ Chairman and Independent Director of the Company
noon Other Audio Visual • Approve Selling, Assignment, Securitisation of Receivables /
Means (“OAVM”) Book Debts of the Company up to ` 7,500 Crore.
• Authority to issue Redeemable Non-Convertible Debentures
and/or other Instruments on Private Placement basis.
• Alteration of Articles of Association of the Company
15th AGM June 23, Held through Video • Re-appointment of Mr. Ramesh G. as a Managing Director and
2022 at 12 Conferencing (“VC”)/ Chief Executive Officer of the Company.
noon Other Audio Visual • Approve Selling, Assignment, Securitisation of Receivables/
Means (“OAVM”) Book Debts of the Company up to ` 7,500 Crore.
• Authority to issue Redeemable Non-Convertible Debentures
and/or other Instruments on Private Placement basis.
14th AGM June 25, Held through Video • Approve Selling, Assignment of its receivables/book debts up to
2021 at 12 Conferencing (“VC”)/ ` 7,500 Crore.
noon Other Audio Visual • Authority to issue redeemable non-convertible debentures and/
Means (“OAVM”) or other hybrid instruments on private placement basis.
b. Details of Extra-Ordinary General Meeting held in last three financial years and special resolutions passed thereat:
During the FY 2021-22; FY 2022-23 and FY 2023-24 the Company did not hold any Extraordinary General Meeting.
c. Details of business transacted through Postal Ballot during the FY 2023-24:

In compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with Rule 22 of
the Companies (Management and Administration) Rules, 2014, Secretarial Standard on General Meetings (“SS-2”) issued
by the Institute of Company Secretaries of India, including any statutory modification(s), clarification(s), substitution(s) or

re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”),
Government of India, for holding general meetings/conducting postal ballot process through electronic voting (remote
e-voting) and any other applicable laws and regulations, the approval of the Members of the Company for below mentioned
resolutions were obtained through Postal Ballot Notices dated July 15, 2023 and January 26, 2024 via. remote e-voting.
For matters which are urgent and require shareholders’ approval in the period between the AGMs, the Company seeks the
approval of shareholders through postal ballot.
During the FY 2023-24, the Company had sought approval of the members through two postal ballot notices, the details of
the same are given below:
Date of Notice Date of Date of passing Special Resolution(s) passed
Scrutiniser’s report the resolution
July 15, 2023 August 28, 2023 August 26, 2023 1. Appointment of Mr. Jimmy Tata (DIN: 06888364) as a Non-
Executive Director of the Company
2. Amendment in Employee Stock Option Scheme 2017 and
Employee Stock Option Scheme 2022 for eligible employees of
the Company
VOTING RESULTS OF SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT NOTICE DATED JULY 15, 2023:
Special Resolution(s) % of Votes in favour of the Resolution % of Votes against the Resolution % of Invalid Votes
Resolution No. 1 99.9997 0.0003 -
Resolution No. 2 99.9970 0.0030 0.1020
Date of Date of Date of Special Resolution(s) passed

Notice Scrutiniser’s passing the
report resolution
January 26, February 29, February 28, 1. Authority to issue and allotment of Subordinated Bonds on Private
2024 2024 2024 Placement basis
2. Authority to issue and allotment of Perpetual Debt Instruments on Private
Placement basis
3. Approval for increasing borrowing limits of the Company from
` 80,000 Crore to ` 1,25,000 Crore
4. Approval for increasing limits for creation of charge on the assets of the
Company upto an amount of ` 1,25,000 Crore to secure its borrowings
5. Re-appointment of Dr. Amla Samanta (DIN: 00758883) as an Independent
Director of the Company
6. Appointment of Mr. Jayesh Chakravarthi (DIN: 08345495) as an
Independent Director of the Company
VOTING RESULTS OF SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT NOTICE DATED JANUARY 26, 2024:
Special Resolution(s) % of Votes in favour of the Resolution % of Votes against the Resolution % of Invalid Votes
Resolution No. 1 99.9992 0.0008 -
Resolution No. 2 99.9992 0.0008 -
Resolution No. 3 99.9994 0.0006 -
Resolution No. 4 99.9994 0.0006 -
Resolution No. 5 99.9968 0.0032 -
Resolution No. 6 99.9968 0.0032 -

PROCEDURE FOR POSTAL BALLOT Sr. Name of the Senior Designation

Pursuant to the provisions of the Act read with the rules No. Management
framed thereunder and the MCA Circulars, the manner of 7 Mr. Rohit Patwardhan Chief Credit Officer
voting on the proposed resolutions is restricted only to 8 Mr. Ashish Ghatnekar Chief – People & Operations
remote e-voting i.e., by casting votes electronically instead of 9 Mr. Mathew Panat Chief Technology Officer
submitting postal ballot forms. In compliance with the MCA 10 Mr. Harish Venugopal Chief Risk Officer
Circulars, postal ballot notice was sent through email only, to
11 Mr. Arjun Dutta Chief Compliance Officer
all those members who had registered their email ids with the
12 Mr. Premal Head - Internal Audit
Company/depositories. Arrangements were also made for Brahmbhatt
other members to register their email id to receive the postal
13 Ms. Dipti Khandelwal Company Secretary and Head
ballot notice and cast their vote online. Legal
The Company also published particulars of Postal Ballot
notice in the newspapers for the information of the members. DETAILS OF REMUNERATION TO DIRECTORS
Voting rights are reckoned on the equity shares held by the a. Pecuniary relationship/ transaction with Non-Executive
members as on the cut-off date. Pursuant to the provisions of Directors
the Act, the Company appoints a scrutiniser for scrutinising
During the FY 2023-24, there were no pecuniary
the postal ballot process in a fair and transparent manner. The
relationship/ transactions of any Non–Executive
scrutiniser submits his consolidated report to the Chairman
Directors with the Company, apart from receiving
and the voting results are announced by the Chairman by
remuneration as directors. During the FY 2023-24,
placing the same along with the scrutiniser’s report on the
the Company did not advance any loans to any of its
Company’s website, besides being communicated to the stock
directors and to firms / companies in which Directors
exchanges. The resolution, if passed by requisite majority, is
are interested.
deemed to have been passed on the last date specified by the
Company for receipt of duly completed remote e-voting. b. Remuneration paid to Executive Director
Mr. Mitesh Shah, proprietor of M/s. Mitesh J. Shah & The details of the remuneration paid and stock options
Associates, Practicing Company Secretary, was appointed as granted to Mr. Ramesh G., Managing Director and CEO
the Scrutiniser for scrutinising the Postal Ballot process, in a during the financial year 2023-24 is as under:
fair and transparent manner. There is no immediate proposal
Particulars of Remuneration Amount in `
for passing any special resolution through Postal Ballot.
Gross salary 4,56,75,648
a) Salary as per provisions of section -
SENIOR MANAGEMENT
17(1) of the Income-tax Act, 1961
The particulars of Senior Management of the Company as at b) Value of perquisites under section 19,210
March 31, 2024: 17(2) Income-tax Act, 1961
Sr. Name of the Senior Designation c) Profits in lieu of salary under -
No. Management section 17(3) Income-tax Act, 1961
1 Mr. Ramesh G. Managing Director & CEO Perquisite value of stock options 1,50,72,500
2 Mr. Karthik Srinivasan Chief Business Officer exercised
3 Mr. Sarabjeet Singh Chief Business Officer Bonus 1,74,63,600
4 Mr. Manish Tiwari Head – Commercial Sweat Equity -
Equipment and Micro Lending Commission -
5 Mr. Venkata Swamy Chief Digital and Marketing Company Car -
Officer Total 7,82,30,958
6 Mr. Jaykumar Shah Chief Financial Officer Number of Stock Options granted 3,81,300

he employee stock options have not been issued at

T c. Criteria for sitting fees / commission / remuneration
discount and the same have been granted at the fair paid to Non-Executive Directors
market value of the equity shares of the Company as All the Directors of the Company except for Mr. Jimmy Tata
certified by the Category 1 Merchant Bank registered and Mr. Ramesh G. receive sitting fees and commission,
with SEBI. The vesting schedule for the stock options is:
however all the Directors are eligible for reimbursement of
a. 30% of options after expiry of twelve months from out of pocket expenses for attending each meeting of the
date of grant; Board and its various Committees. No stock options are
granted to any of the non-executive directors.
b. 30% options after expiry of twenty-four months
from the date of grant; and
SITTING FEES
c. 40% of options after expiry of thirty-six months
Sitting fees was paid to all the Independent Directors of the
from the date of grant.
Company.
The options so vested are to be exercised within 7 years
The sitting fees for attending meetings of Board of Directors,
from the respective dates of vesting.
Audit Committee, Nomination and Remuneration Committee,
The criteria for evaluation of performance of Managing Information Technology Strategy Committee and Risk
Director include Leadership, Strategy Formulation, Management Committee is ` 75,000 per meeting. Sitting fees
Strategy execution, Financial Planning/Performance, for attending meetings of the Corporate Social Responsibility
Relationships with the Board, External Relations, Human & ESG Committee, Stakeholders Relationship Committee
Resource Management/Relations, Succession and and Separate meeting of Independent Directors meetings is
Product/Service Knowledge. ` 25,000/- per meeting. However sitting fees fees of these
The Company provides for gratuity in the form of lump- Committees is revised from ` 25,000 to ` 75,000 w.e.f
sum payment, without any upper limit, equivalent to 15 April 16, 2024.
(fifteen) days basic salary payable for each completed
year of service on resignation, retirement, death while in PROFIT RELATED COMMISSION
employment or on termination of employment. The Shareholders via Postal Ballot notice dated
The Company makes contributions to a recognised January 14, 2023 had approved revision in payment of profit
Gratuity Trust administered by trustees and whose funds related commission to Independent Directors with effect
are managed by insurance companies. The Company from April 1, 2022 at the rate of ` 1,00,000 per meeting of the
accounts for the liability for future gratuity benefits Board and/or Committee attended subject to maximum of
based on an independent external actuarial valuation ` 15,00,000 per Independent Director in a Financial Year, not
carried out annually. exceeding in aggregate 1% of the net profit of the Company of
Perquisites (evaluated as per Income Tax Rules, 1962 the relevant financial year.
wherever applicable and at actual cost to the Company The details of sitting fees, commission and remuneration
otherwise) such as insurance policies, use of car and paid to non-executive directors during the financial year
telephone at residence, medical reimbursement, leave 2023-24 is as under:
and leave travel concession and other benefits like
Provident Fund and Gratuity are provided in accordance (Amount in `)
with the rules of the Company in this regard. Name of Sitting Commission Remuneration
Director Fees
Service Contracts and the notice period are as per
Mr. Arijit Basu 6,75,000 NIL 30,00,000
the terms of agreement entered into by the Company
Mr. Venkatraman 13,75,000 15,00,000 NIL
with Managing Director & Chief Executive Director. No
Srinivasan
severance fee is payable by the Company on termination
Ms. Smita 12,00,000 15,00,000 NIL
of these contracts. Affinwalla
No sitting fees was paid to Mr. Ramesh G. for attending Mr. Adayapalam 13,75,000 15,00,000 NIL
meetings of the Board and / or its Committees. Viswanathan

(Amount in `) requirements of Ind-AS and Regulation 53(1)(f) of SEBI Listing

Regulations, are disclosed in, note no. 37 and 78 forming part
Name of Sitting Commission Remuneration
Director Fees of the notes to accounts annexed to the financial statements.
Dr. Amla 8,75,000 14,00,000 NIL All the related party transactions that were entered into
Samanta during the financial year were on arm’s length basis and in
Ms. Arundhati 12,00,000 15,00,000 NIL ordinary course of business.
Mech
The Shareholders of the Company have approved the material
Mr. Jayesh 75,000 NIL NIL
related party transactions to be entered into by the Company
Chakravarthi
in the FY 2024-25 with HDFC Bank Limited and HDFC Life
Note: The Shareholders in its Annual General Meeting held Insurance Company Limited, being a related party of the
on June 30, 2023 had approved remuneration of ` 30,00,000 Company through Postal Ballot on February 28, 2024 as per
per annum drawn on monthly basis payable to Mr. Arijit Basu, SEBI Listing Regulations.
Part-Time Non-Executive Chairman & Independent Director.
Pursuant to the provisions of Section 134(3)(h) read with Rule
DISCLOSURES 8(2) of the Companies (Accounts) Rules, 2014, particulars of
the contracts or arrangements with related parties referred to
SUCCESSION PLANNING
in section 188(1) in Form AOC-2 is annexed to the Director’s
Succession planning is a process of ascertaining the need
Report.
for filling position at the Board and Senior Management
positions. It involves identification for the said roles, In addition, as per the SEBI Listing Regulations, your
assessment of their potential and developing next generation Company has also submitted along with its standalone and
of leaders as potential successors for key leadership roles consolidated financial results for the half year, disclosures
in an organisation. The process of development primarily of related party transactions with stock exchange and also
concentrates on coaching, mentoring and training the published it on the website of the Company.
identified employees to assume higher responsibilities when
the need arises. The Company has always endeavoured to STRICTURES AND PENALTIES
nurture, train and increase the skill sets of employees at all During the last three financial years, no penalties or strictures
levels, with the key objective of ensuring smooth succession were imposed on the Company by any stock exchange, SEBI
without impacting the performance in current role. or other statutory authority on matters relating to the capital
markets.
The Company has in place Succession Planning Policy for
appointments to the Board and to the Senior Management. Further, during FY 2023-24, no penalties or strictures were
imposed on the Company by the Reserve Bank of India or any
RELATED PARTY TRANSACTIONS other statutory authority.
There have been no materially significant related party
transactions, pecuniary transactions or relationships VIGIL MECHANISM/ WHISTLE BLOWER POLICY
between the Company and its Directors that may have The details of establishment of whistle blower policy / vigil
potential conflict with the interest of the Company. Pursuant mechanism are furnished in the Directors’ Report forming
to the provisions of the Act and SEBI Listing Regulations, part of the Annual Report. None of the Company’s personnel
the Board has, on recommendation of its Audit Committee, have been denied access to the Audit Committee.
adopted a policy for dealing with related party transactions
and the said policy is available on the website of the Company SUBSIDIARY COMPANY
at https://www.hdbfs.com/investors. The Company does not have any Subsidiary Company, hence
All related party transactions are placed before the Audit formulation of Policy for determining Material Subsidiaries
Committee and the Board for their approvals on quarterly as per Regulation 16 of the SEBI Listing Regulations is not
basis. Transactions with related parties, as per the applicable for the Company.

CERTIFICATE FROM PRACTICING COMPANY financial statements and internal controls relating to financial
SECRETARY REGARDING NON-DEBARMENT AND NON- reporting for the year ended March 31, 2024 as required under
DISQUALIFICATION OF DIRECTORS the SEBI Listing Regulations. The said Certificate is attached
The Company has received a certificate from M/s. Mehta & as Annexure - II and forms part of this Report.
Mehta, Company Secretaries, to the effect that none of the
directors on the Board of the Company has been debarred or REPORT ON CORPORATE GOVERNANCE
disqualified from being appointed or continuing as director The Company is a High Value Debt Listed Entity (“HVDLE”)
of the Company by SEBI/ Ministry of Corporate Affairs or pursuant to SEBI (Listing Obligations and Disclosure
such other statutory authority. The said certificate has been Requirements) (Fifth Amendment) Regulations, 2021 dated
enclosed as Annexure - I. September 07, 2021. Accordingly, the Company has been
submitting the quarterly corporate governance compliance
DETAILS OF RECOMMENDATION OF ANY COMMITTEE report to the stock exchange as required under regulation
OF THE BOARD NOT ACCEPTED BY THE BOARD AND 27(2) of the SEBI Listing Regulations.
REASONS THEREOF The Company has obtained a certificate from Mehta &
During the year under review, the Board of your Company has Mehta, Company Secretaries regarding compliance with the
accepted all the recommendations made by its Committee(s), provisions relating to corporate governance laid down under
from time to time. the SEBI Listing Regulations. This certificate is annexed to
the Directors’ Report.
FEES PAID TO STATUTORY AUDITORS
CODE OF CONDUCT
Total fees paid by the Company during the FY 2023-24 to the
Statutory Auditors including all entities in their network firm/ The SEBI Listing Regulations requires listed companies
entity of which they are a part, is given below: to lay down a code of conduct for its directors and senior
management, incorporating duties of directors prescribed
Sr. Particulars Amount in the Act. Accordingly, the Company has a Board approved
No. (` in Crore) code of conduct for Board members and senior management
M/s. KKC & Associates LLP & their of the Company. This code has been placed on the Company’s
network firm/ entity of which they are
website and can be accessed at https://www.hdbfs.com/
a part
investors
1 Fees as Statutory Auditors 0.84
2 Fees for other services - All the Board members and senior management personnel
M/s. B. K. Khare & Co. & their network have affirmed compliance with the code for the year ended
firm/ entity of which they are a part March 31, 2024. A declaration to this effect signed by the
1 Fees as Statutory Auditors 0.84 Managing Director and CEO forms part of Annual Report
as Annexure – III.
2 Fees for other services -
DETAILED REASONS FOR THE RESIGNATION OF AN

COMPLAINTS PERTAINING TO SEXUAL HARASSMENT OF
INDEPENDENT DIRECTOR WHO RESIGNS BEFORE THE
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
EXPIRY OF HIS TENURE
AND REDRESSAL) ACT, 2013
None of the Independent Director of the Company has
The details of complaints filed, disposed of and pending
resigned before the expiry of his/her respective tenure(s)
during every quarter pertaining to Sexual Harassment of
during the FY 2023-24.
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 are reported to the Board and are included in the
COMPLIANCE OF MANDATORY AND DISCRETIONARY
Directors Report forming part of this Annual Report.
REQUIREMENTS
CEO/ CFO CERTIFICATION The Company has complied with all the mandatory
requirements of the SEBI Listing Regulations applicable to
The Managing Director & Chief Executive Officer and Chief
the Company being a High Value Debt Listed Company.
Financial Officer have certified to the Board with regard to the

The Company has also complied with the discretionary GENERAL SHAREHOLDER INFORMATION
requirements as under:
A. Corporate Information
a) The Board HDB Financial Services Limited was incorporated as
A Chairman’s office has been made available for the a public limited company on June 04, 2007 under the
non-executive Chairman. He is allowed reimbursement Companies Act, 1956. The Company is registered
of expenses incurred in performance of his duties. with the Reserve Bank of India and is carrying on the
business of non-banking financial institution without
b) Modified opinion(s) in Audit Report accepting public deposit.
The Company confirms that its financial statements
The key information of the Company is as follows:
have unmodified audit opinion.
1. Date of Incorporation June 04, 2007
c) Separate posts of Chairman and Managing Director or
the Chief Executive Officer 2. Corporate U65993GJ2007PLC051028
Identification No. (CIN)
The role of the Chairman and the Chief Executive Officer
are distinct and separate. The Chairman is primarily 3. RBI Registration No. N.01.00477
responsible for ensuring that the Board provides effective 4. Financial Year April 01 to March 31
governance to the Company and the responsibility 5. Plant Locations/ 1,682 branches across
of Chief Executive Officer is to execute the corporate Branches: 1,148 cities in India
strategy in consultation with the Board. Mr. Arijit Basu is 6. Registered Office Radhika, 2nd Floor, Law
the Part-Time Non-Executive Chairman & Independent Address Garden Road, Navrangpura,
Director and Mr. Ramesh G. is the Managing Director & Ahmedabad, Gujarat, India,
Chief Executive Officer of the Company. 380009
7. Corporate Office Ground Floor, Zenith
d) Reporting of Internal Auditor
Address House, Keshavrao Khadye
The Internal Auditor reports directly to the Audit Marg, Mahalaxmi, Mumbai,
Committee. Maharashtra, India, 400034
8. Company Secretary Ms. Dipti Khandelwal
ADHERENCE TO ACCOUNTING STANDARDS Email: compliance@hdbfs.
The Company has complied with the applicable Indian com
Accounting Standards (Ind-AS) notified by the Ministry Tel: +91 22 49116368
of Corporate Affairs under Section 133 of the Companies Fax: +91 22 49116666
Act, 2013. The financial statements for the year have been
prepared in accordance with Schedule III to the Companies B. Listing on Stock Exchanges:
Act, 2013. The Non-Convertible Securities of the Company are listed
on the debt market segment of BSE Limited. Commercial
RISK MANAGEMENT AND INTERNAL CONTROL POLICIES Papers of the Company are listed on the debt market
ADOPTED BY THE COMPANY segment of National Stock Exchanges of India Limited.
The Company has a well-defined Risk Management
Name of Stock Address
Framework in place. The Company has procedures to
Exchange
periodically place before the Audit Committee, Risk
BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal
Management Committee and the Board, the risk assessment
Street, Mumbai - 400 001
and mitigation plans being followed by the Company.
National Stock ‘Exchange Plaza’, Plot No. C/1,
SECRETARIAL STANDARDS Exchanges of India ‘G’ Block, Bandra-Kurla Complex,
Limited (NSE) Bandra (East), Mumbai - 400 051
The Company has complied with the applicable provisions
of secretarial standards issued by The Institute of Company
Secretaries of India.

The Equity shares of the Company are not listed on the registry services. All the securities of the Company are in
Stock Exchange; hence the Stock Exchange code/ Symbol dematerialised form, hence there are no physical transfer
is not applicable. Annual listing fees, as prescribed, have of securities.
been paid to the said stock exchange up to March 31, 2024.
Link Intime India Pvt. Ltd.
C. Dematerialisation of shares and liquidity Address: C 101, 247 Park, L B S Marg, Vikhroli (West),
Mumbai 400083
As on March 31, 2024, the total equity capital of the
Website: https://linkintime.co.in
Company was held in dematerialised form with National
Securities Depository Limited and Central Depository Contact person for Equity Shares:
Services (India) Limited. As the equity shares of the Mr. Mahesh Masurkar
Company are not listed on the Stock Exchange, the Tel.: 91 8108116767
shares were not traded on the Stock Exchange. Email: rnt.helpdesk@linkintime.co.in
Mode of holding Number of % to paid-up Contact person for Commercial Papers & Non-
Equity Shares capital Convertible Securities:
Central Depository 65,70,111 0.83 Mr. Rohan Jadhav
Services Limited Tel.: 91 022 4918 6000 / 2463
(CDSL) Email: rohan.jadhav@linkintime.co.in, team.bonds@
National Securities 78,65,04,455 99.17 linkintime.co.in
Depository Limited
(NSDL) E.
Details of forthcoming 17th Annual General Meeting
Total 79,30,74,566 100 (AGM)
Details of Date and Time Venue
D. Registrar and Share Transfer Agent and Share Transfer
AGM
System
17th AGM June 27, 2024 Held through Video
In terms of Regulation 7 of the SEBI Listing Regulations, at 12 noon Conferencing (“VC”)
Link Intime India Pvt. Ltd. continues to be the Registrar / Other Audio Visual
and Share Transfer Agent and handles all relevant share Means (“OAVM”)
F. Dividend Details:
The final dividend for FY 2023-24 if approved at the AGM, will be paid on or after Friday, June 28, 2024
Sr. Financial Year Interim/Final Rate of Dividend Date of Date of Due date of transfer
No. Declaration Payment to IEPF
1 2019-20 No dividend declared by the Company
2 2020-21 No dividend declared by the Company
3 2021-22 Final ` 1/- 23/06/2022 27/06/2022 30/07/2029
4 2022-23 Interim ` 0.9/- 16/12/2022 31/12/2022 16/01/2030
Final ` 1.1/- 30/06/2023 04/07/2023 02/08/2030
5 2023-24 Interim ` 2/- 14/10/2023 03/11/2023 16/11/2030
G. Shareholding Pattern of the Company as at March 31, 2024:

Name of Shareholder No. of equity shares held Percentage
HDFC Bank Limited 75,05,96,670 94.64
Others 4,24,77,896 5.36
Total 79,30,74,566 100

H. Means of communication K. Commodity Price Risk or Foreign Exchange Risk and

A separate dedicated section ‘Investors’ is maintained on Hedging Activities
the website of the Company for ease of the shareholders. The Company does not deal in any commodity and
The information/ documents required to be disseminated hence is not directly exposed to any commodity price
by the Company pursuant to the Act and SEBI Listing risk. During the year, the Company has entered into
Regulations are uploaded on the website of the Company derivative transactions with various counter parties
on regular basis at https://www.hdbfs.com/investors to hedge its foreign exchange risks and interest rate
The quarterly, half-yearly and annual financial results risks associated with External Commercial Borrowings
are submitted to the BSE Limited and National Stock (ECBs). The ECBs are fully hedged and possess no
Exchanges of India Limited and published in Free Press foreign exchange risk.
Journal (Mumbai edition).
L. Credit Ratings
The Annual Report of the Company, the quarterly/ half-
The credit rating details are disclosed in the Directors
yearly and the annual financial results are displayed on
Report forming part of this Annual Report.
the Company’s website, BSE Limited’s website at www.
bseindia.com and on National Stock Exchanges of India M. Unclaimed Dividend
Limited’s website at www.nseindia.com Pursuant to Sections 124 and 125 of the Act, read
I. Market price data and performance in comparison to with Investor Education and Protection Fund Authority
broad-based indices (Accounting, Audit, Transfer and Refund) Rules, 2016
Equity shares of the Company are not listed on Stock (“IEPF Rules”), including amendment thereto, dividend, if
Exchanges thus market price data and performance is not claimed within seven years from the date of transfer
not available. to Unpaid Dividend Account of the Company, is liable to
be transferred to the Investor Education and Protection
J.
Outstanding Global Depository Receipts (“GDRs”)/ Fund (“IEPF”). The list of the unclaimed dividend along
American Depository Receipts (“ADRs”)/ Warrants or with the name of the shareholders, dividend amount
any Convertible Instruments, Conversion Date and likely
and proposed date of transfer to IEPF account has been
impact on equity
uploaded on the website of the Company at https://www.
The Company has not issued any GDRs/ ADRs/ Warrants hdbfs.com/investors
or any Convertible Instruments.
COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS

The Company has complied with all the applicable mandatory requirements of the Corporate Governance as prescribed under the
SEBI Listing Regulations
Regulation Particulars Status of compliance
17 Requirements pertaining to the Board of Directors Compliant
17A Maximum number of Directorships Compliant
18 Requirements pertaining to the Audit Committee Compliant
19 Requirements pertaining to Nomination and Remuneration Committee Compliant
20 Requirements pertaining to Stakeholders Relationship Committee Compliant
21 Requirements pertaining to Risk Management Committee Compliant
22 Requirements pertaining to Vigil Mechanism Compliant
23 Requirements pertaining to Related Party Transactions Compliant
24 Corporate governance requirements with respect to subsidiary of listed entity Not Applicable
24A Requirements pertaining to Secretarial Audit and Secretarial Compliance Report Compliant
25 Obligations with respect to Independent Directors Compliant
26 Obligations with respect to employees including senior management, key managerial Compliant
persons, directors and promoters
27 Other corporate governance requirements Compliant
46 Requirements pertaining to the dissemination of certain information under a separate Not Applicable
section on the website

Report on Corporate Governance (Contd.) Annexure I
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to BSE Limited’s Notice dated January 07, 2022 read with Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
HDB FINANCIAL SERVICES LIMITED
Radhika, 2nd Floor, Law Garden Road,
Navrangpura, Ahmedabad GJ 380009.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HDB Financial
Services Limited having CIN U65993GJ2007PLC051028 and having registered office at Radhika, 2nd Floor, Law Garden Road,
Navrangpura, Ahmedabad GJ 380009 (hereinafter referred to as ‘the Company’), produced before us by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me / us by the Company
& its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Sr. Name of Director DIN Date of Appointment in

No the Company
1 Mr. Arijit Basu 06907779 June 01, 2021
2 Mr. Venkatraman Srinivasan 00246012 March 12, 2015
3 Ms. Smita Cawas Affinwalla 07106628 March 12, 2015
4 Dr. Amla Ashim Samanta 00758883 May 01, 2019
5 Mr. Adayapalam Kumaraswamy Viswanathan 08518003 July 24, 2019
6 Ms. Arundhati Mech 09177619 February 11, 2022
7 Mr. Ramesh Ganesan 05291597 July 01, 2012
8 Mr. Jimmy Minocher Tata 06888364 July 15, 2023
9 Mr. Jayesh Rajagopalan Chakravarthi 08345495 January 25, 2024
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For Mehta & Mehta,

Company Secretaries
(ICSI Unique Code P1996MH007500)
Sd/-
Aditi Patnaik
Partner
ACS No:45308
CP No: 18186
PR No: 3686/2023
Place: Mumbai
Date: April 16, 2024
UDIN: A045308F000145760

Report on Corporate Governance (Contd.) Annexure II
CEO & CFO CERTIFICATE
(Pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To,
The Board of Directors,
HDB Financial Services Limited
In compliance with Regulation 17 (8) read with Schedule II Part B of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, We, Ramesh G., Managing Director & Chief Executive Officer, and Jaykumar Shah, Chief Financial Officer of
the Company, to the best of our knowledge and belief certify that:
A. We have reviewed, audited financial statements and the cash flow statement of the Company for the year ended March 31,
2024 and to the best of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended
March 31, 2024 which are fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee:
1. that there are no significant changes in internal control over financial reporting during the year;
2. that there are no significant changes in accounting policies during the year; and
3. that there are no instances of significant fraud of we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over financial
reporting.
E. We further declare that all Board members and Senior Management have affirmed compliance with the Code of Conduct
and Ethics for the year.
Sd/- Sd/-
Ramesh G. Jaykumar Shah
Managing Director & Chief Executive Officer Chief Financial Officer
(DIN: 05291597)
Place: Mumbai

Report on Corporate Governance (Contd.) Annexure III
DECLARATION BY MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
[Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Board of Directors,
HDB Financial Services Limited
I, Mr. Ramesh G., Managing Director & Chief Executive Officer of HDB Financial Services Limited hereby declare that, all the Board
Members and Senior Managerial Personnel have affirmed compliance with the code of conduct of the Company laid down for
them for the year ended March 31, 2024.
Sd/-
Ramesh G.
Managing Director & Chief Executive Officer
Place: Mumbai

Corporate Governance Report 2023 24

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Report on Corporate Governance

92 Annual Report 2023-24

Report on Corporate Governance (Contd.)

HDB Financial Services Limited 93

Name of the Director Directorships Number of Committee

Sr. Name of the Director Capacity Nature of change Effective Date

BOARD MEETINGS AND DELIBERATIONS

94 Annual Report 2023-24

Report on Corporate Governance (Contd.)

HDB Financial Services Limited 95

A CHART OR A MATRIX SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD

Name of the Director Skill Areas

96 Annual Report 2023-24

Report on Corporate Governance (Contd.)

Sr. Name of the Member of Designation in Number of Number of No. of shares

Brief Description of Terms of Reference:

HDB Financial Services Limited 97

B. NOMINATION & REMUNERATION COMMITTEE

Composition, Meetings & Attendance:

Sr. Name of the Member of Designation in Number of Number of No. of shares

Brief Description of Terms of Reference:

(a) use the services of an external agencies, if required;

(c) consider the time commitments of the candidates.

98 Annual Report 2023-24

Report on Corporate Governance (Contd.)

Performance Evaluation of Board, its Committees and Directors

Performance Evaluation framework of the Company is as follows:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition, Meetings & Attendance:

Sr. Name of the Member of Designation in Number of Number of No. of shares

HDB Financial Services Limited 99

Brief Description of Terms of Reference:

D. RISK MANAGEMENT COMMITTEE

Composition, Meetings & Attendance:

Sr. Name of the Member of Designation in Number of Number of No. of shares

100 Annual Report 2023-24

Report on Corporate Governance (Contd.)

Sr. Name of the Member of Designation in Number of Number of No. of shares

Brief Description of Terms of Reference:

E. CORPORATE SOCIAL RESPONSIBILITY AND ESG COMMITTEE

Sr. Name of the Member of Designation in Number of Number of No. of shares

HDB Financial Services Limited 101

Brief Description of Terms of Reference:

(iii) Recommend the amount of expenditure to be incurred on the CSR activities

(iv) To review the CSR project/initiatives from time to time.

F. INFORMATION TECHNOLOGY STRATEGY COMMITTEE

Composition, Meetings & Attendance:

Sr. Name of the Member of Designation in Number of Number of No. of shares

102 Annual Report 2023-24

Report on Corporate Governance (Contd.)

Brief Description of Terms of Reference:

GENERAL BODY MEETINGS

c. Details of business transacted through Postal Ballot during the FY 2023-24:

HDB Financial Services Limited 103

Date of Date of Date of Special Resolution(s) passed

104 Annual Report 2023-24

Report on Corporate Governance (Contd.)

PROCEDURE FOR POSTAL BALLOT Sr. Name of the Senior Designation

HDB Financial Services Limited 105

 he employee stock options have not been issued at

(a) use the services of an external agencies, if required;

(c) consider the time commitments of the candidates.

(iii) Recommend the amount of expenditure to be incurred on the CSR activities

(iv) To review the CSR project/initiatives from time to time.

Composition, Meetings & Attendance:

he employee stock options have not been issued at

H. Means of communication K. Commodity Price Risk or Foreign Exchange Risk and

D. We have indicated to the Auditors and the Audit Committee: