RBI allows HDFC Bank (NYSE: HDB) group up to 9.95% in ICICI and Kotak

Rhea-AI Filing Summary

HDFC Bank Limited reports that the Reserve Bank of India has approved its group to hold an aggregate stake of up to 9.95% of the paid-up share capital or voting rights in ICICI Bank Limited and Kotak Mahindra Bank Limited.

The approval, granted via RBI letters dated May 6, 2026, is valid for one year, until May 5, 2027. HDFC Bank explains that it does not intend to invest directly in ICICI or Kotak, but its group entities’ combined holdings are likely to exceed the earlier 5% threshold, prompting the application under RBI’s 2025 shareholding directions.

Key Figures

Maximum aggregate holding: 9.95% of paid-up share capital or voting rights Previous threshold referenced: 5% Approval grant date: May 6, 2026 +1 more

4 metrics

Maximum aggregate holding 9.95% of paid-up share capital or voting rights Approved limit in ICICI Bank Limited and Kotak Mahindra Bank Limited

Previous threshold referenced 5% Aggregate holding level likely to be exceeded by HDFC group entities

Approval grant date May 6, 2026 Date of RBI letters granting approval

Approval expiry date May 5, 2027 One-year validity of RBI approval from letter date

Key Terms

aggregate holding, promoter / sponsor, voting rights, Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025, +1 more

5 terms

aggregate holding financial

"to acquire “aggregate holding” of up to 9.95% of the paid-up share capital or voting rights"

promoter / sponsor financial

"the Bank (being promoter / sponsor of its group entities viz. HDFC Mutual Fund, HDFC Life Insurance Company Limited"

voting rights financial

"up to 9.95% of the paid-up share capital or voting rights in ICICI and Kotak"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025 regulatory

"as per the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025"

normal course of business financial

"the above investments by HDFC Bank group entities are in the normal course of business of the respective group entities"

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

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 May, 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: May 06, 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

Receipt of approval from the Reserve Bank of India (“RBI”) to HDFC Bank Limited (“Bank”) for making investment in ICICI Bank Limited (“ICICI”) and Kotak Mahindra Bank Limited (“Kotak”)

Exhibit 99

May 06, 2026

New York Stock Exchange

11, Wall Street,

New York,

NY 10005

USA

Dear Sir,

Sub: Receipt of approval from the Reserve Bank of India (“RBI”) to HDFC Bank Limited (“Bank”) for making investment in ICICI Bank Limited (“ICICI”) and Kotak Mahindra Bank Limited (“Kotak”)

We wish to inform you that the RBI vide its letters dated May 6, 2026, has given its approval to the Bank (being promoter / sponsor of its group entities viz. HDFC Mutual Fund, HDFC Life Insurance Company Limited, HDFC ERGO General Insurance Company Limited, HDFC Pension Fund Management Limited and HDFC Securities Limited) to acquire “aggregate holding” of up to 9.95% of the paid-up share capital or voting rights in ICICI and Kotak.

We further wish to inform you that the said approval is valid for a period of one year from the date of RBI’s letter, i.e., till May 5, 2027. Further the Bank needs to ensure that the “aggregate holding” in ICICI and Kotak does not exceed 9.95% of the paid-up share capital or voting rights of ICICI and Kotak, at all times.

Kindly note that as per the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025 (“RBI Directions”), ‘aggregate holding’ includes shareholding by the Bank, body corporate under the same management/ control, mutual funds, trustees, promoter group entities, etc. In view of the same, whilst the Bank does not intend to invest in ICICI and Kotak, since the “aggregate holding” of Bank group entities is likely to exceed the prescribed limit of 5%, an application seeking approval of RBI for increase in investment limits was made. Further, since the RBI Directions are applicable to the Bank, the Bank had made the applications to RBI on behalf of the group entities, on January 23, 2026.

Please also note that the above investments by HDFC Bank group entities are in the normal course of business of the respective group entities.

This is for your information and appropriate dissemination.

Yours faithfully,

For HDFC Bank Limited

Sd/-

Ajay Agarwal

Company Secretary

Group Head – Secretarial & Group Oversight

FAQ

What RBI approval did HDFC Bank (HDB) receive regarding ICICI and Kotak?

HDFC Bank received RBI approval to hold up to 9.95% aggregate in ICICI Bank and Kotak Mahindra Bank. This applies across HDFC Bank and specified group entities under common management, as defined in the 2025 RBI shareholding directions.

How long is HDFC Bank’s (HDB) RBI approval for ICICI and Kotak valid?

The RBI approval is valid for one year from the letter date, expiring on May 5, 2027. During this period, aggregate holdings in ICICI and Kotak by HDFC Bank group entities must remain at or below 9.95% of paid-up capital or voting rights.

Does HDFC Bank (HDB) plan to invest directly in ICICI or Kotak?

HDFC Bank states it does not intend to invest directly in ICICI Bank or Kotak Mahindra Bank. The approval was sought because aggregate holdings of HDFC group entities were likely to exceed 5%, triggering the need for higher investment limits under RBI rules.

Which HDFC group entities are referenced in the 6-K for HDB?

The filing names HDFC Mutual Fund, HDFC Life Insurance Company, HDFC ERGO General Insurance, HDFC Pension Fund Management, and HDFC Securities as group entities. HDFC Bank is promoter or sponsor for these entities, whose holdings contribute to the aggregate limit.

Why did HDFC Bank (HDB) apply to RBI on behalf of its group entities?

HDFC Bank applied because RBI’s 2025 directions define aggregate holding to include the bank, related corporates, mutual funds, and promoter group entities. Since group holdings in ICICI and Kotak could exceed 5%, it sought approval to raise the limit to 9.95%.

Are HDFC Bank group investments in ICICI and Kotak part of normal operations?

Yes. HDFC Bank notes that investments in ICICI Bank and Kotak Mahindra Bank by its group entities occur in the normal course of business. These entities include asset management, insurance, pension, and securities businesses that routinely invest in listed financial institutions.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99 EX-99 4.5 KB