HDFC Bank (NYSE: HDB) chair resigns over values concerns; RBI clears interim

Rhea-AI Filing Summary

HDFC Bank Limited reported a governance change, with Part-time Chairman and Independent Director Atanu Chakraborty resigning effective upon the Board’s consideration of his resignation. In his letter, he cites that certain happenings and practices within the bank over the last two years are not in congruence with his personal values and ethics, and confirms there are no other material reasons beyond this.

The Board recorded its appreciation for his contributions since joining in May 2021, a period that included the merger with HDFC Ltd. The Reserve Bank of India has approved the appointment of Keki Mistry as interim Part-time Chairman with effect from March 19, 2026, for three months, providing temporary leadership continuity.

Positive

• None.

Negative

• Resignation of Part-time Chairman and Independent Director citing values and ethics misalignment may signal internal governance or cultural tensions at board level, even though no specific issues are detailed and the bank states there are no other material reasons beyond those in the resignation letter.

Insights

Corporate governance analyst

Chairman exit on values grounds raises governance questions despite interim replacement.

The resignation of HDFC Bank’s Part-time Chairman and Independent Director, Atanu Chakraborty, is notable because he explicitly links his decision to bank practices not aligning with his personal values and ethics. He also states there are no other material reasons beyond this.

Chair-level departures, especially from an independent director role, can matter for perceptions of board oversight and internal culture. However, the bank highlights his contributions, including during the merger with HDFC Ltd, and avoids suggesting operational disruption. The Reserve Bank of India’s approval of Keki Mistry as interim Part-time Chairman from March 19, 2026 for three months provides short-term continuity.

Future disclosures in company communications or subsequent filings may clarify how the board responds to the concerns implied by Chakraborty’s values-based reasoning and how the bank approaches the process for appointing a permanent Part-time Chairman after this interim period.

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 March 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: March 18, 2026

	By:	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

Resignation of Mr. Atanu Chakraborty as a Part-time Chairman and Independent Director of HDFC Bank Limited (the “Bank”) and appointment of Mr. Keki Mistry as an interim Part-time Chairman of the Bank

Exhibit 99

March 18, 2026

New York Stock Exchange

11, Wall Street,

New York,

NY 10005

USA

Dear Sir,

Sub: Resignation of Mr. Atanu Chakraborty as a Part-time Chairman and Independent Director of HDFC Bank Limited (“the Bank”) and appointment of Mr. Keki Mistry as an interim Part-time Chairman of the Bank

This is to inform you that Mr. Atanu Chakraborty (DIN: 01469375) has today i.e. on March 18, 2026, tendered his resignation as the Part-time Chairman and Independent Director of the Bank with immediate effect, for reasons mentioned in the resignation letter. The said letter of resignation is annexed herewith. We confirm that there are no reasons other than those mentioned in the said letter, for the resignation of Mr. Chakraborty. Further, Mr. Chakraborty does not hold directorship in any other company.

The Board of Directors places on record its appreciation for Mr. Chakraborty’s contribution to the Bank during his tenure and wishes him all the success in his future endeavours.

Further, based on an application made by the Bank in this regard, the Reserve Bank of India on March 18, 2026, has granted its approval for the appointment of Mr. Keki Mistry (DIN: 00008886) as an interim Part-time Chairman of the Bank with effect from March 19, 2026, for a period of 3 months.

This is for your information and appropriate dissemination.

Yours faithfully,

For HDFC Bank Limited

Sd/-

Ajay Agarwal

Company Secretary

Group Head – Secretarial & Group Oversight

To The Chairman Governance, Nomination, Remuneration Committee HDFC Bank Subject: Resignation from the position of Part- Time Chairman & Independent Director of the Bank Dear Dr. Bhanwala Ji, I hereby tender my resignation from as Part- time Chairman and Independent Director on the Board of HDFC Bank, with effect from its Date of its consideration by Board of HDFC Bank. I joined the Board of HDFC Bank in May 2021. My tenure on the Board saw momentous events like merger of the bank with HDFC Ltd that created a conglomerate under the Bank. This strategic initiative made HDFC Bank the second largest Bank in the country. Though, the benefits of merger are yet to fully fructify. Certain happenings and practices within the bank, that I have observed over last two years, are not in congruence with my personal Values and Ethics. This is the basis of my aforementioned decision. I confirm that there are no other material reasons for my resignation other than those stated above. I would like to express my sincere appreciation to the Board and senior management for their cooperation and support during my tenure. I express my gratitude to all the Independent Directors and Non-Executive Directors, who spared their valuable time and shouldered onerous responsibilities on the Board and its Committees. It has been a privilege to contribute to the growth and governance of the Bank. I observed great amount of energy and verve in the middle & junior levels of the organization, that should form the core of a reimaged organization. I also place on record my sincere appreciation for Secretarial, Compliance, Audit and Group oversight functions. Kindly instruct Company Secretary to take this letter on record and arrange to file the necessary intimations with the Registrar of Companies and other regulatory authorities as required under applicable law. I wish the Bank continued success in all its future endeavors. I remain, Part-time Chairman & Independent Director, HDFC Bank DIN: 01469375 Date 17/03/2026 Yours sincerely,

FAQ

Why did HDFC Bank (HDB) Part-time Chairman Atanu Chakraborty resign?

Atanu Chakraborty resigned as Part-time Chairman and Independent Director because certain happenings and practices within HDFC Bank over the last two years were not in congruence with his personal values and ethics. He confirmed there are no other material reasons for his resignation.

When did HDFC Bank’s Atanu Chakraborty submit his resignation?

Atanu Chakraborty dated his resignation letter March 17, 2026, and the bank states that he tendered his resignation on March 18, 2026. The resignation is effective from the date it is considered by the HDFC Bank Board, according to his letter.

Who has been appointed interim Part-time Chairman of HDFC Bank (HDB)?

The Reserve Bank of India approved the appointment of Keki Mistry as interim Part-time Chairman of HDFC Bank. His appointment is effective from March 19, 2026, for a period of three months, following the resignation of Atanu Chakraborty.

How long will Keki Mistry serve as interim Part-time Chairman of HDFC Bank?

Keki Mistry has been approved by the Reserve Bank of India to serve as interim Part-time Chairman of HDFC Bank for three months, starting from March 19, 2026. This provides temporary leadership at the chair level following Atanu Chakraborty’s resignation.

Did HDFC Bank disclose any other reasons for Atanu Chakraborty’s resignation?

HDFC Bank confirmed there are no reasons other than those mentioned in Atanu Chakraborty’s resignation letter. In that letter, he cites a lack of congruence between his personal values and ethics and certain happenings and practices within the bank over the last two years.

What board events at HDFC Bank did Atanu Chakraborty highlight during his tenure?

Atanu Chakraborty noted that his tenure since May 2021 included significant events such as the merger of HDFC Bank with HDFC Ltd, creating a larger conglomerate under the bank. He observed that the full benefits of the merger are yet to fully fructify.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99 RESIGNATION 6.2 KB
• EX-99 ex99_01.jpg 156.6 KB