Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

HDFC Bank Limited

Meeting Details

The 32nd AGM was held on Wednesday, August 5, 2026 at 2:00 PM IST through video conference in compliance with Ministry of Corporate Affairs circulars and applicable provisions of SEBI Listing Regulations and Companies Act, 2013.

Mr. Rajiv Kumar, Part-time Chairman and Additional Director (Independent Director) of the Bank, chaired the meeting. All Directors were present including Mr. Keki Mistry (Chairman of Stakeholders' Relationship Committee), Mr. M. D. Ranganath (Chairman of Audit Committee), and Dr. Harsh Kumar Bhanwala (Chairman of Governance, Nomination and Remuneration Committee). The Chief Financial Officer, Company Secretary, representatives of Joint Statutory Auditors, Secretarial Auditors, and legal counsel were also present.

Proposed Resolutions and Implications

The following nine resolutions were proposed for shareholder approval:

Ordinary Businesses:

1. Adoption of audited financial statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Adoption of audited consolidated financial statements for FY ended March 31, 2026 with Report of Auditors

3. Declaration of dividend on Equity Shares for FY ended March 31, 2026

4. Re-appointment of Mr. V. Srinivasa Rangan (DIN: 00030248) who retires by rotation as a director

5. Fixing overall remuneration of Joint Statutory Auditors

Special Businesses:

6. Issuance of Perpetual Debt Instruments (Additional Tier I Capital), Tier II Capital Bonds and Long-Term Bonds for financing infrastructure subsectors through private placement

7. Modification to Material Related Party Transaction with HDFC Life Insurance Company Limited

8. Appointment of Mr. Rajiv Kumar (DIN: 08049696) as an Independent Director of the Bank

9. Compensation payable to Mr. Rajiv Kumar as Part-time Chairman (Independent Director)

Voting Process and Methods

The voting process included remote e-voting facility provided through National Securities Depository Ltd. (NSDL) as service provider. The voting period commenced on Saturday, August 1, 2026 (10:00 AM IST) and ended on Tuesday, August 4, 2026 (5:00 PM IST).

Additionally, e-voting facility was available for thirty (30) minutes during the AGM for shareholders who had not voted by remote e-voting. Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries, was appointed as Scrutinizer to scrutinize the e-voting process.

Key Voting Outcomes

Overall Participation:

  • Total shareholders on cut-off date (July 29, 2026): 4,619,542
  • 428 public shareholders attended through video conferencing
  • Total votes cast: 8,204 shareholders representing 10,518,329,677 shares

Resolution-wise Results:

Item 1 - Adoption of Financial Statements (Ordinary Resolution):

  • Total votes: 10,372,037,021
  • Votes in favor: 10,371,948,097 (99.996%)
  • Votes against: 455,624 (0.004%)

Item 2 - Adoption of Consolidated Financial Statements (Ordinary Resolution):

  • Total votes: 10,372,405,475
  • Votes in favor: 10,371,948,537 (99.996%)
  • Votes against: 456,938 (0.004%)

Item 3 - Dividend Declaration (Ordinary Resolution):

  • Total votes: 10,507,579,916
  • Votes in favor: 10,507,154,037 (99.996%)
  • Votes against: 425,879 (0.004%)

Item 4 - Re-appointment of Mr. V. Srinivasa Rangan (Ordinary Resolution):

  • Total votes: 10,461,236,295
  • Votes in favor: 10,207,879,632 (97.578%)
  • Votes against: 253,356,663 (2.422%)

Item 5 - Remuneration of Joint Statutory Auditors (Ordinary Resolution):

  • Total votes: 10,506,227,926
  • Votes in favor: 10,505,619,115 (99.994%)
  • Votes against: 608,811 (0.006%)

Item 6 - Perpetual Debt Instruments Issuance (Special Resolution):

  • Total votes: 10,506,277,896
  • Votes in favor: 10,499,792,857 (99.938%)
  • Votes against: 648,503,9 (0.062%)

Item 7 - Related Party Transaction Modification (Ordinary Resolution):

  • Total votes: 10,488,873,281
  • Votes in favor: 10,487,732,746 (99.989%)
  • Votes against: 1,140,535 (0.011%)
  • Related parties did not vote as per Regulation 23(4) of SEBI Listing Regulations

Item 8 - Appointment of Mr. Rajiv Kumar (Special Resolution):

  • Total votes: 10,505,302,171
  • Votes in favor: 10,473,796,899 (99.700%)
  • Votes against: 31,505,272 (0.300%)

Item 9 - Compensation to Mr. Rajiv Kumar (Ordinary Resolution):

  • Total votes: 10,505,322,087
  • Votes in favor: 10,498,488,679 (99.935%)
  • Votes against: 6,833,408 (0.065%)

Category-wise Voting Breakdown:

All resolutions received overwhelming support from both Institutional and Non-Institutional public shareholders, with approval rates ranging from 98.225% to 100% across different resolutions. Promoter and Promoter Group did not participate in voting on any resolution.

Scrutinizer's Role and Findings

Mr. B. Narasimhan was appointed as Scrutinizer by the Board of Directors at their meeting held on June 18, 2026. His responsibilities included:

  • Scrutinizing the remote e-voting and e-voting process at the AGM
  • Ensuring fair and transparent voting process
  • Preparing the consolidated scrutinizer's report

The scrutinizer confirmed that NSDL provided the system for recording votes electronically, and Datamatics Business Solutions Ltd. served as Registrar and Share Transfer Agents. The cut-off date for determining shareholders entitled to receive notice was July 3, 2026 (4,529,023 members), while the cut-off date for voting eligibility was July 29, 2026 (4,619,542 members).

Notices were sent by email to 4,381,017 members (96.73% of total members), and advertisements were published in Business Standard, Navshakti, and Financial Express newspapers as required.

Compliance Confirmation

The disclosure confirms compliance with all applicable provisions of:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and Rules made thereunder
  • Various circulars issued by Ministry of Corporate Affairs and SEBI