Meeting Details
The resolution was approved through a postal ballot process with remote e-voting only, without a physical meeting. The e-voting period commenced on Thursday, October 8, 2026 at 10:00 a.m. IST and ended on Friday, November 6, 2026 at 5:00 p.m. IST. The resolution is deemed to have been approved on the last date of the e-voting period, November 6, 2026.
Proposed Resolution and Implications
The single ordinary resolution sought shareholder approval for:
- Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Director and as the Managing Director & Chief Executive Officer of the Bank
- Approval of the terms and conditions relating to said appointment, including remuneration, as approved by the Reserve Bank of India
Voting Process and Methods
The voting was conducted exclusively through remote e-voting (postal ballot) with no physical polling. National Securities Depository Limited (NSDL) served as the Electronic Voting Service Provider through their website www.evoting.nsdl.com. The Electronic Voting Event Number was "143249".
The Bank sent the Postal Ballot Notice in electronic form only to members who had registered their email addresses with the Registrar and Share Transfer Agent (Datamatics Business Limited) or Depository Participants as of the cut-off date Friday, October 2, 2026. The notice was sent to 4,662,797 members via email on Wednesday, October 7, 2026.
The Bank also published an advertisement in "Business Standard" (English, all editions) and "Navshakti" (Marathi, Mumbai edition) on October 8, 2026, providing requisite information about the e-voting process.
Key Voting Outcomes
Overall Participation:
- Total number of members as of cut-off date (October 2, 2026): 4,813,947
- Total number of equity shares outstanding: 1,541,85,97,348
- Number of members who voted: 12,822
- Number of shares voted: 1,025,73,77,196
- Percentage of shares voted: 66.526%
Resolution Results (Item No. 1 - Ordinary Resolution):
- Total valid votes considered: 1,025,73,77,196 shares
- Votes in favor: 1,011,85,03,149 shares (98.646%)
- Votes against: 13,88,74,047 shares (1.354%)
Category-wise Breakdown:
Promoter and Promoter Group:
- Shares held: Nil
- Votes cast: Nil
Public - Institutional Holders:
- Shares held: 1,110,06,46,665
- Votes cast: 1,017,48,93,396 (91.660% of shares held)
- Votes in favor: 1,003,64,11,826 (98.639% of votes cast)
- Votes against: 13,84,81,570 (1.361% of votes cast)
Public - Others (Non-Institutions):
- Shares held: 431,79,50,683
- Votes cast: 8,24,83,800 (1.910% of shares held)
- Votes in favor: 8,20,91,323 (99.524% of votes cast)
- Votes against: 3,92,477 (0.476% of votes cast)
Scrutinizer's Role and Findings
Mr. Ashish Garg, Practicing Company Secretary (FCS 5181) of GDR & Partners LLP, was appointed as Scrutinizer by the Board of Directors at their meeting on October 1, 2026. His responsibilities included:
- Scrutinizing the remote e-voting process in a fair and transparent manner
- Preparing a report on votes cast for or against the resolution based on data from NSDL
- Unblocking the votes after closure of e-voting in the presence of witnesses
The unblocking of votes was witnessed by Ms. Rupali Ahire and Ms. Shivanshi Sharma, who are not employees of the Bank, as required under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014.
Mr. Garg confirmed that the resolution was passed with requisite majority and that all applicable regulations were complied with.
Compliance with Laws and Regulations
The process complied with:
- Sections 108 and 110 of the Companies Act, 2013
- Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
- MCA General Circular No. 03/2025 dated September 22, 2025
- Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Secretarial Standard on General Meetings (SS-2) issued by ICSI
- All other applicable laws and regulations
Signatories and Roles
- Ajay Agarwal: Company Secretary & Group Head - Secretarial & Group Oversight of HDFC Bank Limited - signed the intimation letter to exchanges
- Ashish Garg: Partner at GDR & Partners LLP and appointed Scrutinizer - signed the scrutinizer's report
The documents have been made available on the Bank's website (www.hdfc.bank.in) and on NSDL's website (www.evoting.nsdl.com), and will be forwarded to all stock exchanges where the Bank's shares are listed (BSE, NSE, NYSE, and Singapore Exchange).