HDFC Bank (HDB) shareholders approve independent director re-appointment via postal ballot
Rhea-AI Filing Summary
HDFC Bank Limited reports the results of a postal ballot conducted entirely through remote e-voting for a special resolution to re-appoint Dr. (Mrs.) Sunita Maheshwari as an Independent Director. Shareholders holding 1000,58,05,870 shares voted, representing 65.007% of the 1539,19,82,634 equity shares outstanding.
The resolution received 983,79,11,683 votes in favour and 16,78,94,187 votes against, meaning 98.322% of valid votes supported the re-appointment and 1.678% opposed it. Public institutional holders cast most of the votes, while there was no voting by any promoter or promoter group.
Positive
- None.
Negative
- None.
Insights
Shareholders strongly backed re-appointing an independent director via e-voting.
HDFC Bank’s shareholders approved, by postal ballot and remote e-voting, the special resolution to re-appoint Dr. (Mrs.) Sunita Maheshwari as an Independent Director. Turnout covered 65.007% of outstanding equity shares, indicating meaningful participation across public institutional and non-institutional investors.
Support was very high, with 98.322% of votes cast in favour and only 1.678% against. Public institutional holders accounted for the bulk of votes polled. This outcome confirms board continuity and aligns the director’s term with shareholder approval under the Companies Act and SEBI Listing Regulations.
Key Figures
Key Terms
Postal Ballot financial
remote e-voting financial
Independent Director financial
Scrutinizer financial
SEBI Listing Regulations financial
Secretarial Standard on General Meetings financial
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 April, 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: April 27, 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
April 27, 2026
New York Stock Exchange
11, Wall Street,
New York,
NY 10005
USA
Dear Sir,
Sub: Disclosure
We hereby submit the results of e-voting on the resolution mentioned in the Postal Ballot Notice of the Bank dated March 26, 2026.
Based on the report issued by the Scrutinizer i.e. Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries, we wish to inform you that the resolution placed before the Shareholders for approval through postal ballot, has been passed with requisite majority and the same is deemed to have been approved on the last date of e-voting period i.e. Sunday, April 26, 2026.
Please find enclosed herewith the e-voting results in the prescribed format along with a Report issued by the Scrutinizer dated April 27, 2026. The aforesaid documents are also being made available on the Bank’s website and on the notice board at the Bank’s registered office.
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
SCRUTINIZER’S REPORT
[Pursuant to sections 108 and 110 of the Companies Act, 2013 and
Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
Date: April 27, 2026
To,
The Chairman
HDFC Bank Limited
HDFC Bank House,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai 400 013.
Sub: HDFC Bank Limited - Scrutinizer’s Report on Postal Ballot (E-voting) Results
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 March 26, 2026 to scrutinize the e-voting process in a fair and transparent manner in respect of the resolution as stated in the Postal Ballot Notice dated March 26, 2026 (the “Postal Ballot Notice”).
In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“MCA”) inter alia including General Circular No. 03/2025 dated September 22, 2025 read with other relevant circulars issued by MCA (“MCA Circulars”) from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, the following special business mentioned in the Postal Ballot Notice was proposed to be passed by the Members of the Bank by way of Postal Ballot through voting by electronic means (“remote e-voting”) only. The Bank had, accordingly, provided facility of remote e-voting to all Members of the Bank to enable them to cast their votes electronically on the special business mentioned in the Notice.
The Bank had engaged the services of National Securities Depository Limited, as the Electronic Voting Service Provider (“NSDL”) who had made necessary arrangements to facilitate remote e-voting by the shareholders of the Bank on their website www.evoting.nsdl.com. Datamatics Business Solutions Limited is the Registrar and Share Transfer Agent for the Bank (the “RTA”).
The Bank had sent the Postal Ballot Notice including all the requisite information required by the shareholders to cast their vote(s), in electronic form only to those Members who had registered their e-mail addresses with RTA / Depository Participants, as on Friday, March 20, 2026 (being the cut-off date specified for the purpose of identifying eligibility of Members to vote on the Postal Ballot). The communication of the assent or dissent of the Members was sought through the remote e-voting system only.
1
The Bank and NSDL had uploaded the Postal Ballot Notice together with the explanatory statement on their respective websites viz. www.hdfc.bank.in and www.evoting.nsdl.com and Electronic Voting Event Number “138927” (’EVEN’) was generated for casting the votes through the e-voting mode. The Bank and NSDL have complied with all the necessary formalities specified under the Act, the Rules framed thereunder and the MCA Circulars issued in this regard.
The Management of the Bank is responsible for ensuring compliance with the requirements of the Act and the Rules made thereunder and SEBI Listing Regulations relating to the items placed for approval of the Members through Postal Ballot by e-voting. My responsibility as the Scrutinizer of the voting process (through e-voting), was restricted to scrutinizing the remote e-voting process, in a fair and transparent manner and to prepare a Scrutinizer’s Report on the votes cast in favour or against the resolutions stated in the Postal Ballot Notice, based on the data generated from the e-voting system provided by NSDL.
I report that the Postal Ballot Notice was sent on Friday, March 27, 2026 through e-mail to 38,97,422 Members whose e-mail addresses were registered with the RTA /Depositories. The total Number of Members as on the Cut-off date were 40,38,941.
The e-voting period commenced on Saturday, March 28, 2026 at 10:00 a.m. (IST) and ended on Sunday, April 26, 2026 at 5.00 p.m. (IST). The Bank also published an advertisement in newspapers having nation-wide circulation on Saturday March 28, 2026 viz. in “Business Standard”, English Newspaper (all editions), and in “Free Press Journal”, Marathi edition Newspaper (Mumbai edition) providing requisite information as required under Rules framed under the Act and MCA Circulars.
The resolution for which approval of the Members of the Bank was sought as stated in the Postal Ballot Notice is mentioned hereunder: -
| Sr. No. |
Type of Resolution |
Description of the resolution | ||
|
1. |
As a Special Resolution |
Re-appointment of Dr. (Mrs.) Sunita Maheshwari (DIN: 01641411) as an Independent Director of the Bank |
SUMMARY OF VOTES CAST:
The e-voting process concluded at 5.00 p.m. IST on Sunday, April 26, 2026. After the closure of e-voting process, the votes cast through e-voting facility were duly unblocked by me as the Scrutinizer in the presence of Mr Pawan Vyas and Ms Saroj Narasimhan witnesses, not in employment of the Bank, as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014. Since e-voting facility was provided by NSDL, the details of the e-voting exercised by the Members were duly compiled by NSDL. The details of the e-voting, the compilation of the Register containing the statement of Member’s name, DP ID, Client ID and/or folio number, number of shares held, number of votes exercised, votes in favour and votes against generated by NSDL from their website, were duly scrutinized.
On scrutiny, I report that out of 40,38,941 Members holding shares as on the cut-off date, i.e. Friday, March 20, 2026, 13,311 Members holding 1002,55,70,331 shares have exercised their votes through remote e-voting.
2
The details of Postal Ballot results for the special business placed for consideration and approval of the Members is given below:
NOTES:
Votes cast in favour or against has been considered on the basis of number of shares held as on Friday, March 20, 2026 i.e. the cut-off date reckoned for the purpose of Postal Ballot.
Vote Cast in favour or against have been calculated based on the Valid Votes cast through remote e-voting.
Item No 1: As a Special Resolution:
Re-appointment of Dr. (Mrs.) Sunita Maheshwari (DIN: 01641411) as an Independent Director of the Bank
| Total no. of Members |
40,38,941 | |||||
|
Total no. of Equity Shares |
1539,19,82,634 | |||||
| E-voting as per the Postal Ballot Notice |
From 10.00 a.m. IST on Saturday, March 28, 2026 till 5.00 p.m. IST
on | |||||
| Number of members Voted | Number of Shares | |||||
|
Total votes cast through e-voting |
A | 13,311 | 1002,55,70,331 | |||
|
Less: Abstained/Less voted |
B | (-20) | 1,97,64,461 | |||
|
Net Number of E-Votes (A-B) considered valid |
C | 13,331* | 1000,58,05,870 | |||
*includes 20 cases who have voted partly for and partly against
Summary of e-voting through Postal Ballot
| Promoter/ Public |
No.
of (1) |
No.
of votes (2) |
% of votes cast on outstanding shares (3) =[(2)/(1)]*100 |
No. of votes - (4) |
No. of votes - (5) |
% of votes in favour on votes cast (6)=[(4)/ (2)]*100 |
% of votes against on votes cast (7)=[(5)/ (2)]*100 | |||||||
|
Promoter and Promoter Group |
Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||
|
Public-Institutional holders* |
1128,22,14,036 | 998,04,67,587 | 88.462 | 981,37,07,927 | 16,67,59,660 | 98.329 | 1.671 | |||||||
|
Public-others |
410,97,68,598 | 2,53,38,283 | 0.617 | 2,42,03,756 | 11,34,527 | 95.522 | 4.478 | |||||||
|
Total |
1539,19,82,634 | 1000,58,05,870 | 65.007 | 983,79,11,683 | 16,78,94,187 | 98.322 | 1.678 |
Percentage of votes cast in Favour. 98.322 Percentage of votes cast Against: 1.678
3
RESULTS:
As the number of votes cast in favour of the Resolution is more than three times the number of votes cast against, I report that the Special Resolution as per Item No. 1 as set forth in the Postal Ballot Notice dated March, 26, 2026 has been passed by the Members with requisite majority. The Resolution is deemed as passed on the last date for e-voting i.e. Sunday April, 26, 2026
I further report that as per the Postal Ballot Notice dated Friday, March, 26, 2026 and the Board Resolution dated Friday March, 26, 2026, the Chairman or a person authorised by him in writing may declare and confirm the above results of voting by Postal Ballot in respect of the Resolution referred, within two working days of the closure of the remote e-voting period. The result of the Postal Ballot will be displayed on the website of the Bank www.hdfc.bank.in and on the website of NSDL www.evoting.nsdl.com. The results shall also be forwarded to the Stock Exchanges and hosted on the websites of BSE Limited and National Stock Exchange of India Limited, the Exchanges where the equity shares of the Bank are listed and at the Registered Office of the Bank.
I further report that Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 have been duly complied with and the records maintained by me including the data as obtained from NSDL, and recording the consent or otherwise received from the Members, by e-voting which includes all the particulars of the Members such as the name, folio number/DP ID and Client ID, number of shares held, number of shares voted and number of shares assented, number of shares dissented, number of shares rejected, and other related data/papers are in my safe custody which will be handed over to the Company Secretary of the Bank for safe keeping.
I thank you for the opportunity given, to act as a Scrutinizer for the above Postal Ballot process of the Bank.
Thanking you,
Yours faithfully
B Narasimhan Place: Mumbai Date: April 27, 2026
(Proprietor) BN & Associates
Regn: 2011MH166700
Membership no FCS 1303 COP no 10440
PR Cert No. 7219/2025
UDIN No. F1303H000192441
The following were the witnesses to the unblocking of the votes on Sunday, April, 26, 2026.
_____________________ ________________________
1. Pawan Vyas 2. Saroj Narasimhan
Received the Report
For HDFC Bank Limited
Ajay Agarwal
Company Secretary
Group Head – Secretarial & Group Oversight
Place: Mumbai
Date: April 27, 2026
4
HDFC BANK LIMITED - VOTING RESULTS OF POSTAL BALLOT
| Date of declaration of result of Postal Ballot |
April 27, 2026 | |
| Total number of shareholders on record date |
4038941 | |
|
No. of Shareholders present in the meeting either in person or through proxy |
||
|
Promoters and Promoter Group: |
NA | |
|
Public: |
||
|
No. of Shareholders attended the meeting through Video Conferencing |
||
|
Promoters and Promoter Group: |
- | |
|
Public: |
- |
| Resolution required: (Ordinary/Special) |
Special (01) : Re-appointment of Dr. (Mrs.) Sunita Maheshwari | |||||||||||||||
| Whether promoter/ promoter group are interested
in |
NA | |||||||||||||||
| Category | Mode of Voting | No. of shares held |
No. of Votes Polled |
% of Votes Polled on outstanding Shares |
No. of Votes
- |
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 | 9980467587 | 88.462 | 9813707927 | 166759660 | 98.329 | 1.671 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 11282214036 | 9980467587 | 88.462 | 9813707927 | 166759660 | 98.329 | 1.671 | |||||||||
|
Public - Non Institutions |
E-Voting | 25338283 | 0.617 | 24203756 | 1134527 | 95.522 | 4.478 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 4109768598 | 25338283 | 0.617 | 24203756 | 1134527 | 95.522 | 4.478 | |||||||||
|
Total |
15391982634 | 10005805870 | 65.007 | 9837911683 | 167894187 | 98.322 | 1.678 | |||||||||
Yours faithfully,
For HDFC Bank Limited
|
|
|
Ajay Agarwal
Company Secretary
Group Head - Secretarial & Group Oversight