HDFC Bank AGM backs dividend and debt authority

Rhea-AI Filing Summary

HDFC Bank Limited held its 32nd Annual General Meeting on August 5, 2026 via video conference, where shareholders approved all nine resolutions, including adoption of standalone and consolidated financial statements for the year ended March 31, 2026, for which auditors had issued unqualified reports.

Shareholders also approved a dividend on equity shares, re-appointed Mr. V. Srinivasa Rangan as a director retiring by rotation, and fixed the overall remuneration of the joint statutory auditors. A special resolution authorizing issuance of Perpetual Debt Instruments as Additional Tier I Capital, Tier II Capital Bonds and long-term infrastructure bonds via private placement received 99.938% of votes cast in favour, with overall participation of 68.200% of outstanding shares.

Shareholders further approved modification to a material related party transaction with HDFC Life Insurance Company Limited, the appointment of Mr. Rajiv Kumar as an independent director and Part-time Chairman, and his compensation, each with at least 99.700% of votes cast in favour. The meeting, attended by 428 public shareholders via VC, included updates on post‑merger momentum, technology and GenAI investments, financial inclusion and ESG initiatives, and a statement that the Bank has no systemic governance concerns.

Key Figures

Shares outstanding: 15,405,142,784 shares Votes for dividend resolution: 10,507,154,037 shares Support for dividend resolution: 99.996% +5 more

8 metrics

Shares outstanding 15,405,142,784 shares Equity shares outstanding used as base for AGM voting percentages

Votes for dividend resolution 10,507,154,037 shares Votes cast in favour of declaring dividend on equity shares at the 32nd AGM

Support for dividend resolution 99.996% Percentage of valid votes cast in favour of dividend on equity shares

Turnout on dividend resolution 68.208% Percentage of outstanding shares that voted on the dividend resolution

Votes for debt instruments resolution 10,497,792,857 shares Votes in favour of authorizing AT1, Tier II and long-term infrastructure bonds

Support for debt instruments resolution 99.938% Percentage of valid votes cast in favour of the capital-raising authority

Shareholders on record date 4,619,542 Total shareholders on cut-off date July 29, 2026 for AGM voting

Shareholders attending via VC 428 Number of public shareholders who attended the AGM through video conferencing

Key Terms

Perpetual Debt Instruments, Additional Tier I Capital, Tier II Capital Bonds, Material Related Party Transaction, +2 more

6 terms

Perpetual Debt Instruments financial

"To issue Perpetual Debt Instruments (part of Additional Tier I Capital)..."

Additional Tier I Capital financial

"Perpetual Debt Instruments (part of Additional Tier I Capital), Tier II..."

Tier II Capital Bonds financial

"Additional Tier I Capital), Tier II Capital Bonds and Long-Term Bonds..."

Material Related Party Transaction financial

"To approve modification to the Material Related Party Transaction with HDFC Life..."

remote e-voting financial

"Consolidated Scrutinizer’s Report on remote e-voting and e-voting conducted..."

Secretarial Standards financial

"pursuant to the applicable provisions of the Companies Act, 2013 and the Secretarial Standards..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the main resolutions approved at HDFC Bank (HDB)'s 32nd AGM?

Shareholders approved all nine resolutions, including adoption of 2025-26 standalone and consolidated accounts, declaration of dividend, re-appointment of Mr. V. Srinivasa Rangan, auditor remuneration, authorization to issue AT1/Tier II/infra bonds, a related party transaction modification, and Mr. Rajiv Kumar’s appointment and compensation as Part-time Chairman.

How strong was shareholder support for the dividend resolution at HDFC Bank (HDB)'s AGM?

The dividend on equity shares received 10,507,154,037 votes in favour, representing 99.996% of valid votes. Turnout on this item was 68.208% of HDFC Bank’s 15,405,142,784 outstanding shares, indicating broad participation in the decision to distribute earnings.

What debt-issuance authority did HDFC Bank (HDB) obtain at the 32nd AGM?

Shareholders passed a special resolution authorizing issuance of Perpetual Debt Instruments (AT1), Tier II Capital Bonds and long-term infrastructure bonds via private placement, with 10,497,792,857 votes (99.938%) in favour, providing flexibility to raise regulatory capital and fund infrastructure-related lending.

Was Rajiv Kumar’s appointment as Independent Director of HDFC Bank (HDB) approved?

Yes. The special resolution appointing Mr. Rajiv Kumar (DIN: 08049696) as an Independent Director was approved with 10,473,796,899 votes in favour, equal to 99.700% of valid votes, and he will serve as Part-time Chairman subject to the approved compensation terms.

What was shareholder participation like at HDFC Bank (HDB)'s 32nd AGM?

On a base of 15,405,142,784 shares, voting on key resolutions reached about 67–68% of outstanding equity. There were 4,619,542 shareholders on the cut-off date, 8,204 members cast votes, and 428 public shareholders attended the meeting via video conference.

How were HDFC Bank (HDB)'s FY 2025-26 financial statements received by shareholders?

Both standalone and consolidated financial statements for the year ended March 31, 2026 were adopted as ordinary resolutions. Each received 99.996% of valid votes cast in favour, following confirmation that Joint Statutory and Secretarial Auditors had issued unqualified audit reports.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/06/2026 - 01:33 PM Accepted by SEC EDGAR 08/06/2026 - 01:32 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of August, 2026

Commission File Number 001-15216

HDFC BANK LIMITED

(Translation of registrant’s name into English)

HDFC Bank House, Senapati Bapat Marg,

Lower Parel, Mumbai. 400 013, India

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				HDFC BANK LIMITED
				(Registrant)
Date: August 5, 2026				By:		/s/ Ajay Agarwal
				Name:		Ajay Agarwal
				Title:		Company Secretary Group Head – Secretarial & Group Oversight

EXHIBIT INDEX

The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this report pursuant to the General Instructions for Form 6-K.

Exhibit No. 99

Description

Disclosure

Exhibit 99

August 5, 2026

New York Stock Exchange

11, Wall Street,

New York,

NY 10005

USA

Dear Sir,

Sub: Disclosure

We wish to inform you that the 32^nd Annual General Meeting (“AGM”) of the Bank was held today i.e. on August 5, 2026 at 2:00 p.m. (IST) through video-conference.

In the above connection, please find enclosed herewith the following disclosures:

1. Summary of Proceedings of the 32^nd AGM;

2. Combined e-voting results in the prescribed format; and

3. Report on combined e-voting results dated August 5, 2026 issued by the Scrutinizer i.e. Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries.

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

Encl: a/a

Summary of the proceedings of the 32^nd Annual General Meeting (“AGM”) of the Bank

The 32^nd AGM of the Bank was held on Wednesday, August 5, 2026 at 02:00 p.m. (IST) through video conference (VC) in compliance with the circulars issued by Ministry of Corporate Affairs and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 including the Rules made thereunder.

Mr. Rajiv Kumar - Part-time Chairman and Additional Director (Independent Director) of the Bank, chaired the meeting.

All the Directors were present at the AGM including Mr. Keki Mistry- Chairman of the Stakeholders’ Relationship Committee, Mr. M. D. Ranganath- Chairman of the Audit Committee and Dr. (Mr.) Harsh Kumar Bhanwala - Chairman of the Governance, Nomination and Remuneration Committee. The Chief Financial Officer and Company Secretary of the Bank, representatives of the Joint Statutory Auditors and Secretarial Auditors for the financial year 2025-26, as well as the legal counsel of the Bank, were also present at the meeting.

At the outset, Mr. Ajay Agarwal, Company Secretary and Group Head- Secretarial & Group Oversight of the Bank welcomed the shareholders to the AGM.

Mr. Agarwal informed that the requisite registers as required under the Companies Act, 2013 and relevant documents were available for inspection by the Members till the conclusion of the AGM.

Mr. Ajay Agarwal extended a warm welcome to Mr. Rajiv Kumar - Part-time Chairman of the Bank to the Board, acknowledging his distinguished leadership and significant experience in the financial sector.

The Chairman confirmed that the requisite quorum was present and called the AGM to order. He also informed the shareholders that the Joint Statutory Auditors and Secretarial Auditors had issued unqualified Audit Reports and accordingly, pursuant to the applicable provisions of the Companies Act, 2013 and the Secretarial Standards, the Audit Reports has been taken as read.

Thereafter, the Chairman addressed the shareholders of the Bank with a brief speech providing a comprehensive overview covering the global and domestic macro-economic environment, the performance and progress of the HDFC Bank Group, and the Bank’s performance during the financial year 2025-26. He outlined the steady momentum achieved post-merger, including improved business synergies, strong presence in the MSME sector, expanded distribution network, and continued investments in technology modernization and GenAI across the Bank. He also touched upon governance developments, reaffirming that the Bank has no systemic governance concerns. He further emphasized upon the Bank’s strong role in financial inclusion and support of government programmes, as well as key CSR and ESG initiatives undertaken during the year. Looking ahead, he articulated the priorities for the current financial year, reiterating the Bank’s focus on customer-centricity, disciplined growth, all while remaining anchored in integrity, transparency, accountability, and prudent stewardship.

The following businesses as set out in the Notice of 32^nd AGM were proposed for consideration:

Item No.		Particulars of the Resolution		Type of Resolution
Ordinary Businesses:
1.		To consider and adopt the audited financial statements of the Bank for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors thereon.		Ordinary
2.		To consider and adopt the audited consolidated financial statements of the Bank for the financial year ended March 31, 2026, along with the Report of Auditors thereon.		Ordinary
3.		To declare dividend on Equity Shares for the financial year ended March 31, 2026.		Ordinary
4.		To re-appoint Mr. V. Srinivasa Rangan (DIN: 00030248), who retires by rotation, as a director.		Ordinary
5.		To fix the overall remuneration of the Joint Statutory Auditors.		Ordinary
Special Businesses:
6.		To issue Perpetual Debt Instruments (part of Additional Tier I Capital), Tier II Capital Bonds and Long-Term Bonds (for financing infrastructure subsectors), through private placement.		Special
7.		To approve modification to the Material Related Party Transaction with HDFC Life Insurance Company Limited.		Ordinary
8.		To approve appointment of Mr. Rajiv Kumar (DIN: 08049696) as an Independent Director of the Bank.		Special
9.		Compensation payable to Mr. Rajiv Kumar (DIN: 08049696) as a Part-time Chairman (Independent Director) of the Bank.		Ordinary

The Chairman thereafter invited the shareholders to put forth their views and seek clarifications, if any, relating to the annual financial statements, the Integrated Annual Report for FY 2025-26 and matters related thereto.

Some of the speaker shareholders expressed their views / sought clarifications on aspects such as performance of the Bank, inclusion of artificial intelligence in the business activities of the Bank, cyber security, technological advancements, plan for credit growth, synergies achieved due to the merger of Housing Development Finance Corporation Limited with and into the Bank, recent developments in the Bank, ESG related matters, MSME lending, FCNR (B) deposit programme, details of domestic and overseas branches, dividend related matters, etc. After all the queries were raised, the Part-time Chairman as well as the Managing Director & Chief Executive Officer gave detailed responses to the said queries.

The Chairman stated that in addition to the remote e-voting facility provided to the Members, the e-voting facility was also available for thirty (30) minutes during the AGM, to those shareholders who had not voted by means of remote e-voting. He further stated that Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries, had been appointed as Scrutinizer for scrutinizing the e-voting process in a fair and transparent manner.

The Chairman then stated that the results of the remote e-voting and e-voting during the 32^nd AGM together with the Scrutinizer’s report, will be disclosed to the stock exchanges and displayed on the website of the Bank within two (2) working days from the conclusion of the AGM.

The Chairman thanked the shareholders for joining the 32^nd AGM of the Bank and for their continued support towards the Bank and concluded the meeting at 6:31 p.m. (IST).

Based on the Scrutinizer’s Report dated August 5, 2026, all the aforementioned businesses were passed by shareholders with requisite majority.

  CIN: L65920MH1994PLC080618
Email: shareholder.grievances@hdfc.bank.in
Website: www.hdfc.bank.in   HDFC Bank Limited, HDFC House, H.T. Parekh Marg, 165-66, Backbay Reclamation Churchgate, Mumbai- 400020 Tel.: 022-66316000

HDFC BANK LIMITED - VOTING RESULTS OF THE THIRTY SECOND ANNUAL GENERAL MEETING

Date of declaration of result of Annual General Meeting		August 05, 2026
Total number of shareholders on cut off date (July 29, 2026)		4,619,542
No. of Shareholders present in the meeting either in person or through proxy
Promoters and Promoter Group:		Not Applicable
Public:
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:		-
Public:		428

Resolution required: (Ordinary/Special)						Ordinary (01) : To consider and adopt the audited financial statements of the Bank for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors thereon
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10306390229		92.315		10306390229		0		100.000		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		11164409997		10306390229		92.315		10306390229		0		100.000		0.000
Public - Non Institutions		E-Voting				66013492		1.557		65557868		455624		99.310		0.690
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		66013492		1.557		65557868		455624		99.310		0.690
Total				15405142784		10372403721		67.331		10371948097		455624		99.996		0.004

Resolution required: (Ordinary/Special)						Ordinary (02) : To consider and adopt the audited consolidated financial statements of the Bank for the financial year ended March 31, 2026, along with the Report of Auditors thereon
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10306390229		92.315		10306390229		0		100.000		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		11164409997		10306390229		92.315		10306390229		0		100.000		0.000
Public - Non Institutions		E-Voting				66015246		1.557		65558308		456938		99.308		0.692
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		66015246		1.557		65558308		456938		99.308		0.692
Total				15405142784		10372405475		67.331		10371948537		456938		99.996		0.004

Resolution required: (Ordinary/Special)						Ordinary (03) : To declare dividend on Equity Shares for the financial year ended March 31, 2026
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10441515606		93.525		10441515606		0		100.000		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		11164409997		10441515606		93.525		10441515606		0		100.000		0.000
Public - Non Institutions		E-Voting				66064310		1.558		65638431		425879		99.355		0.645
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		66064310		1.558		65638431		425879		99.355		0.645
Total				15405142784		10507579916		68.208		10507154037		425879		99.996		0.004

Resolution required: (Ordinary/Special)						Ordinary (04) : To re-appoint Mr. V. Srinivasa Rangan (DIN: 00030248), who retires by rotation, as a Director
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10397546189		93.131		10145210834		252335355		97.573		2.427
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		11164409997		10397546189		93.131		10145210834		252335355		97.573		2.427
Public - Non Institutions		E-Voting				63690106		1.502		62668798		1021308		98.396		1.604
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		63690106		1.502		62668798		1021308		98.396		1.604
Total				15405142784		10461236295		67.907		10207879632		253356663		97.578		2.422

Resolution required: (Ordinary/Special)						Ordinary (05) : To fix the overall remuneration of the Joint Statutory Auditors
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10440280625		93.514		10440280625		0		100.000		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		11164409997		10440280625		93.514		10440280625		0		100.000		0.000
Public - Non Institutions		E-Voting				65947301		1.555		65338490		608811		99.077		0.923
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		65947301		1.555		65338490		608811		99.077		0.923
Total				15405142784		10506227926		68.199		10505619115		608811		99.994		0.006

Resolution required: (Ordinary/Special)						Special (06) : To issue Perpetual Debt Instruments (part of Additional Tier I Capital), Tier II Capital Bonds and Long-Term Bonds (for financing infrastructure subsectors), through private placement
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10440280625		93.514		10434377777		5902848		99.943		0.057
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		11164409997		10440280625		93.514		10434377777		5902848		99.943		0.057
Public - Non Institutions		E-Voting				65997271		1.556		65415080		582191		99.118		0.882
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		65997271		1.556		65415080		582191		99.118		0.882
Total				15405142784		10506277896		68.200		10499792857		6485039		99.938		0.062

Resolution required: (Ordinary/Special)						Ordinary (07) : To approve modification to the Material Related Party Transaction with HDFC Life Insurance Company Limited
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10440280625		93.514		10440002757		277868		99.997		0.003
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		11164409997		10440280625		93.514		10440002757		277868		99.997		0.003
Public - Non Institutions		E-Voting				48592656		1.146		47729989		862667		98.225		1.775
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		48592656		1.146		47729989		862667		98.225		1.775
Total				15405142784		10488873281		68.087		10487732746		1140535		99.989		0.011

Resolution required: (Ordinary/Special)						Special (08) : To approve appointment of Mr. Rajiv Kumar (DIN: 08049696) as an Independent Director of the Bank
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10439314497		93.505		10408677175		30637322		99.707		0.293
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		11164409997		10439314497		93.505		10408677175		30637322		99.707		0.293
Public - Non Institutions		E-Voting				65987674		1.556		65119724		867950		98.685		1.315
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		65987674		1.556		65119724		867950		98.685		1.315
Total				15405142784		10505302171		68.193		10473796899		31505272		99.700		0.300

Resolution required: (Ordinary/Special)						Ordinary (09) : Compensation payable to Mr. Rajiv Kumar (DIN:08049696) as a Part-time Chairman (Independent Director) of the Bank
Whether promoter/ promoter group are interested in the agenda/resolution?						No
Category		Mode of Voting		No. of shares held		No. of Votes Polled		% of Votes Polled on outstanding Shares		No. of Votes - in Favour		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				10439314497		93.505		10433385919		5928578		99.943		0.057
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		11164409997		10439314497		93.505		10433385919		5928578		99.943		0.057
Public - Non Institutions		E-Voting				66007590		1.557		65102760		904830		98.629		1.371
		Poll				0		0.000		0		0		0.000		0.000
		Postal Ballot (If Applicable)				0		0.000		0		0		0.000		0.000
		Total		4240732787		66007590		1.557		65102760		904830		98.629		1.371
Total				15405142784		10505322087		68.194		10498488679		6833408		99.935		0.065

Yours faithfully,

For HDFC Bank Limited

Ajay Agarwal

Company Secretary

Group Head - Secretarial & Group Oversight

Consolidated Scrutinizer’s Report on remote e-voting & voting conducted at the 32^nd Annual General Meeting of HDFC Bank Limited held on Wednesday, August 5, 2026

To,

The Chairman

HDFC Bank Limited

HDFC Bank House,

Senapati Bapat Marg,

Lower Parel,

Mumbai - 400013.

Sub: Consolidated Scrutinizer’s Report on remote e-voting and e-voting conducted pursuant to Section 108 of the Companies Act, 2013 (“Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, and in accordance with the various General Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’) in this regard

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 June 18, 2026 to scrutinize the remote e-voting process and e-voting process conducted at the 32^nd (Thirty–second) Annual General Meeting (‘AGM’) of the Bank held on Wednesday, August 5, 2026 at 02:00 P.M. (IST) by means of Video-Conferencing (VC), in a fair and transparent manner, pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with the Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”), as amended, by MCA and SEBI respectively (hereinafter referered to as “Applicable Circulars”), providing relaxation for the manner in which the AGM shall be held and conducted including the manner of sending the Notices and Annual Reports to the shareholders and the manner of voting at the meeting.

I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules and the relaxations as provided in the Applicable Circulars.

Report on Scrutiny:

• The Bank had appointed the National Securities Depository Ltd. (‘NSDL’) as the Service provider, for the purpose of extending the facility of Remote E-Voting to the Members of the Bank and for voting electronically at the meeting.

• Datamatics Business Solutions Ltd. (formerly Datamatics Financial Services Ltd.) is the Registrar and Share Transfer Agents (‘RTA’) of the Bank.

• NSDL had provided a system for recording the votes of the Members electronically through remote e-voting as well as at the AGM on all the businesses (both Ordinary and Special businesses) sought to be transacted at the 32^nd AGM of the Bank, which was held on Wednesday, August 5, 2026. Further, the electronic voting facility was set up on their website, https://www.evoting.nsdl.com, under EVENT no ‘139853’. The AGM Notice was hosted on the Bank’s website and that of NSDL, and the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited to facilitate the Members of the Bank to cast their vote electronically through e-voting.

• The Management of the Bank is responsible for ensuring compliance with the requirements of the Act, the Rules made thereunder and the SEBI Listing Regulations. My responsibility as the Scrutinizer of the voting process (through E-voting), was restricted to scrutinize the e-voting process, in a fair and transparent manner and to prepare a Scrutinizer’s Report of the votes cast in favour and against the resolutions stated in the Notice, based on the reports generated from the e-voting system provided by NSDL.

1

• The cut-off date to determine the shareholders entitled to receive the Notice of the AGM was July 3, 2026 and as on that date, there were 45,29,023 Members of the Bank. As mentioned in the Applicable Circulars, NSDL had sent the Notice of the AGM along with Integrated Annual Report and E-voting details by e-mail to 43,81,017 Members consitituting 96.73 % of the total Members, whose email-id was registered with the Depository Participant/ RTA.

• The Notice sent through e-mail contained the detailed procedure to be followed by the Members who were desirous of casting their votes electronically as provided in the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and as provided in the Applicable Circulars.

• The Bank had completed the dispatch of the notices by e-mail to the Members on Friday, July 10, 2026.

• The Bank, in terms of Regulation 36 (1) of the SEBI Listing Regulations, had also sent a letter to the Members, whose e-mail address was not registered with their respective Depository Participant or RTA, stating the web-link and the navigation path to access the Notice and the Integrated Annual Report.

• The Cut-off date for the purposes of identifying the Members who were entitled to vote on the resolutions placed for approval of the Members was Wednesday, July 29, 2026. As on that date there were 46,19,542 shareholders who were eligible to participate in the voting.

• The voting period for remote e-voting commenced on Saturday, August 1, 2026 (10:00 A.M IST) and ended on Tuesday, August 4, 2026 (5:00 P.M. IST)

• As prescribed in clause IV of the Circular dated May 5, 2020 issued by MCA, which is forming part of the Applicable Circulars, the Bank had released an advertisement prior to sending Notices to the Shareholders which was published in English Newspaper i.e., ‘Business Standard’ having country-wide circulation dated June 26, 2026 and in Marathi Newspaper i.e. ‘Navshakti’ dated June 26, 2026. The Notice published in these newspapers contained the required information as provided under clause IV (a) to (f) of the said circular.

• As prescribed in clause (v) of sub-rule 4 of the Rule 20 of the Companies (Management and Administration) Rules, 2014, the Bank also released an advertisement, which was published more than 21 days before the date of the AGM in English Newspaper i.e. ‘Financial Express’ having country-wide circulation dated July 12, 2026 and in Marathi Newspaper i.e. ‘Navshakti’ dated July 12, 2026. The notice published in these newspapers contained the required information as specified in sub-rule 4(v) (a) to (h) of the said Rule 20.

• At the end of the voting period on August 4, 2026 at 5:00 P.M.IST, the voting portal of NSDL was disabled and the details of the shareholders who have participated through remote evoting was downloaded from the website of NSDL.

• At the 32^nd AGM of the Bank held through VC, the facility to vote electronically was provided to those members who attended the meeting through VC but could not participate in the remote e-voting to record their votes after considering all the items of business.

• On Wednesday, August 5, 2026, after tabulating the votes cast electronically through the system provided by NSDL, the votes cast through Remote E-Voting facility was duly unblocked by me as a Scrutinizer in the presence of and who acted as the witnesses, as prescribed in Sub Rule 4(xii) of the said Rule 20. After unblocking the votes cast, the total votes cast both through remote e-voting and by voting through electronic means at the AGM, were consolidated and the final Scrutinizer’s Report was prepared.

• Thereafter, I as a Scrutinizer duly compiled details of the Remote E-Voting carried out by the Members and the electronic voting done at the AGM, the details of which are as follows:

The results of the Remote E-voting together with that of the voting conducted at the 32^nd AGM by way of Electronic means are as under:

2

Details		Remote E-voting		Voting through electronic means at AGM		Total voting
Number of members who cast their votes		8,132		72		8,204
Total number of Shares held by them		1051,78,84,149		4,45,528		10,51,83,29,677
Valid votes		As per details provided under each one of the Resolution(s) mentioned hereunder
Invalid Votes		As per details provided under each one of the Resolution(s) mentioned hereunder

Note:

Percentage of votes cast in favour or against the resolutions is calculated based on the Valid Votes cast through Remote E-Voting and through electronic voting at the AGM.

ORDINARY BUSINESS

I) Item No. 1 of the Notice (As an Ordinary Resolution):

To consider and adopt the audited financial statements of the Bank for the financial year ended March 31, 2026 along with the Reports of the Board of Directors and Auditors thereon.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,37,19,48,097

99.996

4,55,624

0.004

14,59,25,956

Item No. 1 of Notice stands passed with the requisite majority.

II) Item No. 2 of the Notice (As an Ordinary Resolution):

To consider and adopt the audited consolidated financial statements of the Bank for the year ended March 31, 2026 and the Reports of the Auditors thereon.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,37,19,48,537

99.996

4,56,938

0.004

14,59,24,202

Item No. 2 of Notice stands passed with the requisite majority.

3

III) Item No. 3 of the Notice (As an Ordinary Resolution):

To declare dividend on Equity Shares for the financial year ended March 31, 2026.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,50,71,54,037

99.996

4,25,879

0.004

1,07,49,761

Item No.3 of Notice stands passed with the requisite majority.

IV) Item No. 4 of the Notice (As an Ordinary Resolution):

To re-appoint Mr. V. Srinivasa Rangan (DIN: 00030248), who retires by rotationas a Director.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,20,78,79,632

97.578

25,33,56,663

2.422

5,70,93,382

Item No. 4 of Notice stands passed with the requisite majority.

V) Item No. 5 of the Notice (As an Ordinary Resolution):

To fix the overall remuneration of the Joint Statutory Auditors .

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,50,56,19,115

99.994

6,08,811

0.006

1,21,01,751

Item No. 5 of Notice stands passed with the requisite majority.

SPECIAL BUSINESS

VI) Item No. 6 of the Notice (As a Special Resolution):

To issue Perpetual Debt Instruments (part of Additional Tier I Capital), Tier II Capital Bonds and Long –Term Bonds (for financing infrastructure sub-sectors), through private placement.

4

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,49,97,92,857

99.938

64,85,039

0.062

1,20,51,781

Item No. 6 of Notice stands passed with the requisite majority.

VII) Item No. 7 of the Notice (As an Ordinary Resolution):

To approve modification to the Material Related Party Transaction with HDFC Life Insurance Company Limited

(Note: ln terms of Regulation 23(4) of the SEBI Listing Regulations, no related party shall vote to approve the resolutions pertaining to material related party transactions. Accordingly as per the list of related parties provided by the Bank, none of the related parties of the Bank have voted on resolution no. 7 as mentioned in the Notice of the AGM.)

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,48,77,32,746

99.989

11,40,535

0.011

2,94,56,396

Item No. 7 of Notice stands passed with the requisite majority.

VIII) Item No. 8 of the Notice (As a Special Resolution):

To approve appointement of Mr. Rajiv Kumar (DIN: 08049696) as an Independent Director of the Bank.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,47,37,96,899

99.700

3,15,05,272

0.300

1,30,27,506

Item No. 8 of Notice stands passed with the requisite majority.

IX) Item No. 9 of the Notice (As an Ordinary Resolution):

To approve compensation payable to Mr. Rajiv Kumar (DIN:08049696) as a Part-time Chairman of the Bank.

Manner of voting

Votes in favour of the resolution

Votes against the resolution

Abstained/ less voted / invalid

Number of shares

Percent

Number of shares

Percent

Number of shares

Total votes through Remote e-Voting and E-Voting at the AGM

10,49,84,88,679

99.935

68,33,408

0.065

1,30,07,590

Item No. 9 of Notice stands passed with the requisite majority.

5

All the Resolutions mentioned in the Notice of 32^nd AGM of the Bank dated June 29, 2026, as per the details above, stands passed under Remote E-voting and voting conducted at the AGM electronically with the requisite majority and hence deemed to be passed as on the date of the AGM.

I hereby confirm that I am maintaining the soft copy of the Registers received from the Service Provider in respect of the votes cast through Remote E-Voting and voting conducted at AGM by way of electronic means by the Members of the Bank. All other relevant records relating to remote e-voting and Electronic voting is under my safe custody and will be handed over to the Company Secretary for safe keeping, after the Chairman signs the Minutes.

Thanking you,

Yours Faithfully

For BN & Associates

B Narasimhan		Place: Mumbai		Date 5th August 2026
(Proprietor)
Regn: 2011MH166700
Membership no FCS 1303 COP no 10440
PR Cert No. 7219/2025
UDIN No. F0013031010630

The following were the witnesses to the unblocking the votes cast through remote e-voting.

1. Mr. Vivek Ramnani 2. Mr. Kapil Rawat

I have received the report: 

Signature
Ajay Agarwal		Place: Mumbai
Company Secretary
Group Head – Secretarial & Group Oversight		Date: August 5, 2026

6

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99 EX-99 498.7 KB