Exhibit 99
August 21, 2025
New York Stock Exchange
11, Wall Street,
New York,
NY 10005
USA
Dear Sir,
Sub: Disclosure
We hereby submit the results of e-voting on the resolutions specified in the Postal Ballot Notice of the Bank dated July 19, 2025.
Based on the report issued by the Scrutinizer i.e. Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries, we wish to inform you that the resolutions placed through postal ballot as mentioned above, have been passed with requisite majority and the same are deemed to have been approved on the last date of e-voting period i.e. Thursday, August 21, 2025.
Please find enclosed herewith the e-voting results in the prescribed format along with a Report issued by the Scrutinizer dated August 21, 2025. The aforesaid documents are also being made available on the Bank’s website.
We request you to bring the above to the notice of all concerned.
Yours faithfully,
For HDFC Bank Limited
Sd/-
Ajay Agarwal
Company Secretary
Group Head – Secretarial & Group Oversight
HDFC BANK LIMITED - VOTING RESULTS OF POSTAL BALLOT
| Date of declaration of result of Postal Ballot |
21st August, 2025 | |
| Total number of shareholders on record date |
3595377 | |
|
No. of Shareholders present in the meeting either in person or through proxy |
||
|
Promoters and Promoter Group: |
NA | |
|
Public: |
||
|
No. of Shareholders attended the meeting through Video Conferencing |
||
|
Promoters and Promoter Group: |
- | |
|
Public: |
- |
| Resolution required: (Ordinary/Special) |
Ordinary (01) : Increase in the Authorised Share Capital of the Bank and | |||||||||||||||
|
Whether promoter/ promoter group are interested in the |
NO | |||||||||||||||
| Category | Mode of Voting | No. of shares held |
No. of Votes |
% of Votes Polled on outstanding Shares |
No. of Votes
- |
No. of Votes - Against |
% of Votes in favour on votes Polled |
% of Votes against on votes Polled | ||||||||
| 1 | ||||||||||||||||
|
Promoter and Promoter Group |
E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Public - Institutions |
E-Voting | 5178799261 | 91.956 | 4873553372 | 305245889 | 94.106 | 5.894 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5631795460 | 5178799261 | 91.956 | 4873553372 | 305245889 | 94.106 | 5.894 | |||||||||
| Public - Non Institutions |
E-Voting | 54764779 | 2.690 | 54438314 | 326465 | 99.404 | 0.596 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2036118186 | 54764779 | 2.690 | 54438314 | 326465 | 99.404 | 0.596 | |||||||||
| Total |
7667913646 | 5233564040 | 68.253 | 4927991686 | 305572354 | 94.161 | 5.839 | |||||||||
| Resolution required: (Ordinary/Special) |
Ordinary (02) : Issuance of Bonus Shares | |||||||||||||||
| Whether promoter/ promoter group are interested in
the |
NO | |||||||||||||||
| Category | Mode of Voting | No. of shares held |
No. of Votes Polled |
% of Votes Polled on outstanding Shares |
No. of Votes
- |
No. of Votes - Against |
% of Votes in favour on votes Polled |
% of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
|
Promoter and Promoter Group |
E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Public - Institutions |
E-Voting | 5178570193 | 91.952 | 4884357977 | 294212216 | 94.319 | 5.681 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5631795460 | 5178570193 | 91.952 | 4884357977 | 294212216 | 94.319 | 5.681 | |||||||||
| Public - Non Institutions |
E-Voting | 54868795 | 2.695 | 54564568 | 304227 | 99.446 | 0.554 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2036118186 | 54868795 | 2.695 | 54564568 | 304227 | 99.446 | 0.554 | |||||||||
| Total |
7667913646 | 5233438988 | 68.251 | 4938922545 | 294516443 | 94.372 | 5.628 | |||||||||
Yours faithfully,
For HDFC Bank Limited
|
|
|
Ajay Agarwal
Company Secretary
Group Head - Secretarial & Group Oversight
SCRUTINIZER’S REPORT
[Pursuant to sections 108 and 110 of the Companies Act, 2013 and
Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
Date: August 21, 2025
To,
The Chairman
HDFC Bank Limited
HDFC Bank House,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai 400 013.
Sub: HDFC Bank Limited - Scrutinizer’s Report on Postal Ballot (E-voting) Results
I, B Narasimhan, Proprietor of BN & Associates, Company Secretaries, had been appointed as a Scrutinizer by the Board of Directors of HDFC Bank Limited (hereinafter referred to as the “Bank”) at its meeting held on July 19, 2025to scrutinize the Postal Ballot e-voting process in a fair and transparent manner in respect of all the resolutions as stated in the Postal Ballot Notice dated July 19, 2025 (the “Postal Ballot Notice”).
In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“MCA”) inter alia including General Circular No. 09/2024 on September 19, 2024, issued by MCA (“MCA Circulars”) from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, the following special businesses mentioned in the Postal Ballot Notice dated July 19, 2025 were proposed to be passed by the Members of the Bank by way of Postal Ballot through voting by electronic means (“remote e-voting”) only. The Bank had, accordingly, provided facility of e-voting to all Members of the Bank to enable them to cast their votes electronically on the special business mentioned in the Notice.
The Bank had engaged the services of National Securities Depository Limited, as the Electronic Voting Service Provider (“NSDL”) who had made necessary arrangements to facilitate e-voting by the shareholders of the Bank on their website at www.evoting.nsdl.com. Datamatics Business Solutions Limited is the Registrar and Share Transfer Agent for the Bank (the “RTA”).
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Accordingly, the Bank had sent the Postal Ballot Notice including all the requisite information required by the shareholders to cast their vote(s), in electronic form only to those Members who had registered their e-mail addresses with the Bank / RTA / Depository Participants, as on Saturday, July 19, 2025 (being the cut-off date specified for this purpose). The communication of the assent or dissent of the Members was sought through the remote e-voting system only.
The Bank and NSDL had uploaded the Postal Ballot Notice together with the explanatory statement on their respective websites viz. www.hdfcbank.com and www.evoting.nsdl.com and Electronic Voting Event Number “134634” (’EVEN’) was generated for casting the votes through e-voting mode. The Bank and NSDL have complied with all the necessary formalities specified under the Act, the Rules framed thereunder and the MCA Circulars issued in this regard.
The Management of the Bank is responsible for ensuring compliance with the requirements of the Act and the Rules made thereunder and SEBI Listing Regulations relating to the items placed for approval of the members through postal ballot by e-voting. My responsibility as the Scrutinizer of the voting process (through e-voting), was restricted to scrutinizing the remote e-voting process, in a fair and transparent manner and to prepare a Scrutinizer’s Report on the votes cast in favour or against the resolutions stated in the Notice, based on the data generated from the e-voting system provided by NSDL.
I report that the Postal Ballot Notice was sent on Tuesday, July 22, 2025 through e-mail to 34,60,235 members whose e-mail addresses were registered with the RTA /Depositories. The total Number of Members as on the Cut-off date were 35,95,377.
The e-voting period commenced from Wednesday, July 23, 2025 from 10:00 a.m. (IST) and ended on Thursday, August 21, 2025 at 5.00 p.m. (IST). The Bank also published an advertisement in newspapers having nation-wide circulation on Wednesday, July 23, 2025 in “Business Standard” English Newspaper (all editions), and in “Navshakti”, Marathi Newspaper (Mumbai edition) providing requisite information as required under Rules framed under the Act and MCA Circulars.
The resolutions for which approval of the Members of the Bank was sought as stated in the Postal Ballot Notice is mentioned hereunder:-
| Sr. No. |
Type of Resolution |
Description of the resolution | ||
|
1. |
As an Ordinary Resolution |
Increase in the Authorised Share Capital of the Bank and consequential alteration to the Capital Clause of the Memorandum of Association | ||
|
2. |
As an Ordinary Resolution |
Issuance of Bonus Shares |
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SUMMARY OF VOTES CAST:
The e-voting process concluded at 5.00 p.m. IST on Thursday, August 21, 2025. After the closure of E-voting process, the votes cast through e-voting facility were duly unblocked by me as the Scrutinizer in the presence of Ms. Swati Prajapati and Ms. Swati Jha witnesses, not in employment of the Bank, as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014. Since e-voting facility was provided by NSDL, the details of the e-voting exercised by the Members were duly compiled by NSDL. The details of the e-voting, the compilation of the Register containing the statement of Member’s name, DP ID, Client ID and/or folio number, number of shares held, number of votes exercised, votes in favour, votes against were generated by NSDL from their website were duly scrutinized.
On scrutiny, I report that out of 35,95,377, Members holding shares as on the cut-off date, i.e. Saturday, July 19, 2025, 19,071 Members holding 524,68,72,345 shares have exercised their votes through remote e-voting.
The details of Postal Ballot results for the special businesses placed for consideration and approval of the Members is given below:
NOTES:
| 1. |
Votes cast in favour or against has been considered on the basis of number of shares held as on Saturday, July 19, 2025 i.e. the cut-off date reckoned for the purpose of postal ballot. |
| 2. |
*Vote Cast In favour or against have been calculated based on the Valid Votes cast through remote e-voting. |
| 3. |
There were no related parties in respect of the aforesaid resolutions. |
Item No 1: As an Ordinary Resolution:
Increase in the Authorised Share Capital of the Bank and consequential alteration to the Capital Clause of the Memorandum of Association
| Total no. of Members |
35,95,377 | |||||
|
Total no. of Equity Shares |
766,79,13,646 | |||||
| E-voting as per the Postal Ballot Notice |
From 10.00 a.m. IST on Wednesday July 23, 2025 till 5.00 p.m. IST
on | |||||
| Number of members Voted | Number of Shares | |||||
|
Total votes cast through e-voting |
A | 19,071 | 524,68,72,345 | |||
|
Less: Abstained/Less voted *refer note above |
B | 78 | 1,33,08,305 | |||
|
Net Number of E-Votes (A-B) considered valid |
C | 18993 | 523,35,64,040 | |||
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Summary of e-voting through Postal Ballot
| Promoter/ Public |
No. of (1) |
No. of
votes (2) |
% of votes cast on outstanding shares (3) =[(2)/(1)]*100 |
No. of votes - (4) |
No. of votes - (5) |
% of votes in favour on votes cast (6)=[(4)/ (2)]*100 |
% of votes against on votes cast (7)=[(5)/ (2)]*100 | |||||||
|
Promoter and Promoter Group |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||
|
Public-Institutional holders* |
563,17,95,460 | 517,87,99,261 | 91.956 | 487,35,53,372 | 30,52,45,889 | 94.106 | 5.894 | |||||||
|
Public-others |
203,61,18,186 | 5,47,64,779 | 2.690 | 5,44,38,314 | 3,26,465 | 99.404 | 0.596 | |||||||
|
Total |
766,79,13,646 | 523,35,64,040 | 68.253 | 492,79,91,686 | 30,55,72,354 | 94.161 | 5.839 |
Percentage of votes cast in Favour: 94.161 Percentage of votes cast Against: 5.839
RESULTS: -
As the number of votes cast in favour of the Resolution is more than the number of votes cast against, I report that the Ordinary Resolution as per Item No. 1 as set forth in the Postal Ballot Notice dated Saturday, July 19, 2025 has been passed by the Members with requisite majority. The Resolution is deemed as passed on the last date for e-voting i.e. Thursday, August 21, 2025.
Item No 2: As an Ordinary Resolution:
Issuance of Bonus shares
| Total no. of Members |
35,95,377 | |||||
|
Total no. of Equity Shares |
766,79,13,646 | |||||
| E-voting as per the Postal Ballot Notice |
From 10.00 a.m. IST on
Wednesday, July 23, 2025 till 5.00 p.m. IST on | |||||
| Number of members Voted | Number of Shares | |||||
|
Total votes cast through e-voting |
A | 19,071 | 524,68,72,345 | |||
|
Less: Abstained/Less voted *refer note above |
B | 41 | 1,34,33,357 | |||
|
Net Number of E-Votes (A-B) considered valid |
C | 19,030 | 523,34,38,988 | |||
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Summary of e-voting through Postal Ballot
| Promoter/ Public |
No.
of (1) |
No. of
votes (2) |
% of
votes (3) =[(2)/ |
No. of votes - (4) |
No. of votes - (5) |
% of votes in favour on votes cast (6)=[(4)/ (2)]*100 |
% of votes against on votes cast (7)=[(5)/ (2)]*100 | |||||||
|
Promoter and Promoter Group |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||
|
Public-Institutional holders* |
563,17,95,460 | 517,85,70,193 | 91.952 | 488,43,57,977 | 29,42,12,216 | 94.319 | 5.681 | |||||||
|
Public-others |
203,61,18,186 | 5,48,68,795 | 2.695 | 5,45,64,568 | 3,04,227 | 99.446 | 0.554 | |||||||
|
Total |
766,79,13,646 | 523,34,38,988 | 68.251 | 493,89,22,545 | 29,45,16,443 | 94.372 | 5.628 |
Percentage of votes cast in Favour: 94.372 Percentage of votes cast Against: 5.628
RESULTS: -
As the number of votes cast in favour of the Resolution is more than the number of votes cast against, I report that the Ordinary Resolution as per Item No. 2 as set forth in the Postal Ballot Notice dated July 19, 2025 has been passed by the Members with requisite majority. The Resolution is deemed as passed on the last date for e-voting i.e. Thursday, August 21, 2025 after the conclusion of voting period i.e. 5.00 p.m. (IST).
I further report that as per the Postal Ballot Notice dated Saturday, July 19, 2025 and the Board Resolution dated Saturday, July 19, 2025, the Chairman or a person authorised by him in writing may declare and confirm the above results of voting by postal ballot in respect of the Resolutions referred, within two working days of the closure of the remote e-voting period. The result of the Postal Ballot will be displayed on the website of the Bank www.hdfcbank.com and on the website of NSDL www.evoting.nsdl.com. The results shall also be forwarded to the Stock Exchanges and hosted on the websites of BSE Limited and National Stock Exchange of India Limited, the Exchanges where the equity shares of the Bank are listed and at the Registered Office of the Bank.
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I further report that Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 have been duly complied with and the records maintained by me including the data as obtained from NSDL, and recording the consent or otherwise received from the Members, by e-voting which includes all the particulars of the Members such as the name, folio number/DP ID and Client ID, number of shares held, number of shares voted and number of shares assented, number of shares dissented, number of shares rejected, and other related data/papers are in my safe custody which will be handed over to the Company Secretary of the Bank for safe keeping.
I thank you for the opportunity given, to act as a Scrutinizer for the above Postal Ballot process of the Bank.
Thanking you,
Yours faithfully
For BN & Associates
B Narasimhan Place: Mumbai Date: August 21, 2025
(Proprietor)
Regn: 2011MH166700
Membership no FCS 1303 COP no 10440
PR Cert No. 925/2020
UDIN No. F001303G001022037
The following were the witnesses to the unblocking of the votes on Thursday, August 21, 2025.
__________________ ________________________
1. Ms. Swati Prajapati 2. Ms. Swati Jha
Received the Report
For HDFC Bank Limited
Ajay Agarwal
Company Secretary
Group Head – Secretarial & Group Oversight
Place: Mumbai
Date: August 21, 2025
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