Key Resolution Details

Resolution No. 1: Re-appointment of Mrs. Lily Vadera (DIN: 09400410) as an Independent Director

  • Proposed term: 3 years from November 26, 2026 to November 25, 2029
  • Type: Special Resolution requiring shareholder approval
  • Not liable to retire by rotation

Voting Arrangements

  • Cut-off date: October 16, 2026 (for determining eligibility to vote)
  • Voting period: October 22, 2026 (10:00 AM IST) to November 20, 2026 (5:00 PM IST)
  • Voting method: Remote e-voting only through NSDL
  • Scrutinizer: Mr. B. Narasimhan of M/s. BN & Associates, Company Secretaries (alternate: Mr. V. V. Chakradeo of M/s. V. V. Chakradeo & Co.)
  • Result declaration: Within 2 working days after voting ends
  • Effective date: If approved, resolution deemed passed on November 20, 2026

Director Profile and Qualifications

Mrs. Lily Vadera

  • Age: 65 years
  • Nationality: Indian
  • Qualifications: M.A in International Relations
  • Experience: 34 years in central banking, retired as Executive Director from RBI in October 2020
  • Expertise: Banking, Payment & Settlement Systems, Risk Management, Small-Scale Industry
  • Current holdings: Does not hold any equity shares in the Bank as of the notice date
  • Board attendance: 15 out of 16 meetings in FY 2026-27 (as of notice date)
  • Other directorships: None

Remuneration Details

  • Fixed remuneration: ₹30,00,000 per annum (as approved by shareholders on March 29, 2024)
  • FY 2025-26 compensation: ₹69,00,000 as sitting fees + ₹30,00,000 fixed remuneration
  • FY 2026-27 compensation (till notice date): ₹54,00,000 as sitting fees + eligible for ₹30,00,000 fixed remuneration
  • Additional reimbursement of expenses for attending Board and Committee meetings

Rationale for Reappointment

  • Consistently high performance evaluation over past five years
  • Extensive background in central banking and financial sector regulation
  • Valuable contributions to Risk Policy and Monitoring Committee and Audit Committee
  • Instrumental in establishing regulatory sandbox framework at RBI
  • Experience in bank amalgamations and insolvency law committee representation
  • Provides guidance on regulatory strategy, governance oversight, and risk management

Document Availability

The Notice is available on:

  • Bank's website: https://www.hdfc.bank.in/about-us/corporate-governance/postal-ballot
  • NSDL website: https://www.evoting.nsdl.com
  • BSE website: www.bseindia.com
  • NSE website: www.nseindia.com

Additional Information

  • Members can inspect documents by emailing shareholder.grievances@hdfc.bank.in until November 20, 2026
  • For joint holders, the member whose name appears first in the register is entitled to vote
  • Institutional shareholders must submit board resolutions/authority letters to the scrutinizer