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HDFC BANK LTD — Proxy Solicitation & Information Statement 2026
Apr 20, 2026
29802_rns_2026-04-20_30e06bbf-d6c4-4503-a01e-9f68e9f55bae.pdf
Proxy Solicitation & Information Statement
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CIN: L65920MH1994PLC080618 Email: [email protected] Website: www.hdfc.bank.in
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HDFC Bank Limited, HDFC House, H T Parekh Marg, 165-166 Backbay Reclamation, Churchgate, Mumbai- 400 020 Tel. No.:022-66316000
Ref. No. SE/2026-27/19
April 20, 2026
BSE Limited National Stock Exchange of India Limited Dept. of Corporate Services The Listing Department Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500180 Scrip Symbol: HDFCBANK
Dear Sir,
Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing “ ” Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ) - Notice of Postal Ballot
Pursuant to Regulation 30 of the SEBI Listing Regulations and in furtherance to our intimation dated April 18, 2026, please find enclosed herewith a copy of the Postal Ballot Notice dated April 18, 2026 (“ Notice ”) together with the Explanatory Statement thereto, seeking approval of the Members of HDFC Bank Limited (“ the Bank ”) on the resolution specified therein, by means of electronic voting (remote e-voting) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
In compliance with the applicable circulars, the Notice is being sent to all Members whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz. National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited as on Friday, April 17, 2026 ( cut-off date ) and whose e-mail addresses are registered with Depository Participants and / or Datamatics Business Solutions Limited, Registrar & Transfer Agents of the Bank.
The Bank has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The period for remote e-voting on the resolution set out in the Notice shall commence on Tuesday, April 21, 2026 at 10:00 A.M. (IST) and end on Wednesday, May 20, 2026 at 5:00 P.M. (IST) . - - The Notice is being uploaded on the Bank’s website at https://www.hdfc.bank.in/about us/corporate governance/postal-ballot and on the website of NSDL at https://www.evoting.nsdl.com
This is for your information and appropriate dissemination.
Yours truly, For HDFC Bank Limited Digitally signed by AJAY AJAY GIRIDHARILAL GIRIDHARILAL AGARWAL AGARWAL Date: 2026.04.20 11:45:25 +05'30' Ajay Agarwal Company Secretary Group Head – Secretarial & Group Oversight Encl.: a/a
Regd. Office: HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013
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HDFC Bank Limited
Registered Office: HDFC Bank House, Senapati Bapat Marg, Lower Parel (W), Mumbai 400 013 CIN: L65920MH1994PLC080618 E-Mail: [email protected] Website: www.hdfc.bank.in Tel No.: 022 66316000
POSTAL BALLOT NOTICE
[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“ MCA ”) inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and the latest being No. 03/2025 dated September 22, 2025, issued by MCA, read with other relevant circulars, issued from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force, the following special business is proposed to be passed by the Members of HDFC Bank Limited by way of Postal Ballot through voting by electronic means (“ remote e-voting ”) only.
Special Business:
Resolution No. 1: To consider and approve amendments to the Employee Stock Incentive Plan 2022
To consider and if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with rules framed thereunder, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SBEB Regulations ”) and any circulars/ notifications/ guidance/ frequently asked questions issued thereunder, as amended from time to time (collectively, the “ SEBI ESOP Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), the relevant provisions of rules, circulars, regulations / guidelines prescribed by the Securities and Exchange Board of India (“ SEBI ”) and / or the Reserve Bank of India (“ RBI ”), (including any amendment thereto or modification(s) or re-enactment(s) thereof from time to time), and the relevant provisions of the Memorandum of Association and Articles of Association of HDFC Bank Limited (the “ Bank ”), consent of the Members of the Bank be and is hereby accorded to carry out the amendments in the existing Employee Stock Incentive Plan 2022 (“ Stock Incentive Plan 2022 ”) as specifically set out in the Explanatory Statement annexed to this Notice, which forms an integral part of this resolution, including but not limited to, extension of the tenure of the Stock Incentive Plan 2022 by a further period of 5 (five) years i.e. till May 13, 2031, without increasing the number of Restricted Stock Units approved by the Members through Postal Ballot on May 14, 2022.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Bank (hereinafter referred to as the “ Board ”, which term shall be deemed to include the Governance, Nomination and Remuneration Committee of the Bank, which shall be considered as the Compensation Committee under Regulation 5 of the SBEB Regulations) or any other person authorised by the Board in this regard, be and is hereby authorised on behalf of the Bank to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Bank to settle all questions, difficulties or doubts that may arise in regard to implementation of this resolution, without being required to seek any further consent or approval of the Members.”
Registered office: By Order of the Board of Directors HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Ajay Agarwal Mumbai 400 013 Company Secretary E-mail: [email protected] Group Head - Secretarial & Group Oversight Website: www.hdfc.bank.in ICSI Membership No.: F9023
Place : Mumbai Date : April 18, 2026
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Notes
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An explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“ Act ”), setting out all material facts relating to the resolution contained in this Postal Ballot Notice (“ Notice ”) is appended herein below for information and consideration of Members and the same should be considered as part of this Notice.
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Members who wish to inspect the documents referred to in this Notice may send an e-mail from their registered e-mail address to [email protected] mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect until 5:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e. Wednesday, May 20, 2026.
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Mr. B. Narasimhan, Proprietor of M/s. BN & Associates, Company Secretaries and in his absence, Mr. V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Company Secretaries, having communicated their willingness, have been appointed as the Scrutinizer by the Board of Directors of the Bank to scrutinize the e-voting process in a fair and transparent manner.
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In accordance with the Circulars issued by Ministry of Corporate Affairs (“ MCA Circulars ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), this Notice is being sent by electronic mode to those Members, whose names appeared in the Register of Members/ Register of Beneficial Owners as on Friday, April 17, 2026 (“ Cut-Off date ”) and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Bank, Datamatics Business Solutions Limited (the “ RTA ”) / Depository Participant (“ DP ”).
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Cut-Off date is for determining the eligibility to vote by electronic means. A person who is not a Member as on the Cut-Off date should treat this Notice for information purposes only. This Notice is also available at the Bank’s website: https://www.hdfc.bank.in/about-us/corporate-governance/postal-ballot and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of National Securities Depository Limited (“ NSDL ”) at https://www.evoting.nsdl.com .
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In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014, the applicable MCA Circulars and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with the relevant circulars, the Bank is pleased to offer remote e-voting facility to Members to cast their vote electronically.
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The Bank has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.
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To facilitate voting by the Members who are eligible to vote as on Cut-Off date and have not registered their e-mail address, the Bank has made special arrangements with its RTA, for registration of e-mail addresses, the process for which is as under:
| Shareholders holding shares in physical mode |
Send relevant documents to the RTA in Form ISR-1 available on the Bank’s website https://www.hdfc.bank.in/about-us/corporate-governance/shareholders-information-and-helpdesk_and also on the website of the RTA at_https://www.datamaticsbpm.com/register-and-transfer-agent/information- to-shareholders/ |
|---|---|
| Shareholders holding shares in demat mode |
Contact your DP and register e-mail address and mobile number in demat account, as per the process advised by the DP. |
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- The process and manner for remote e-voting is explained below:
I. Process for e-Voting:
| I. Process for e-Voting: |
I. Process for e-Voting: |
I. Process for e-Voting: |
I. Process for e-Voting: |
I. Process for e-Voting: |
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|---|---|---|---|---|---|---|---|
| Individual Shareholders holding shares in demat mode | Shareholders holding shares in physical form or shareholders other than individual |
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| NSDL | CDSL | Login through DP |
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| Members already registered for NSDL IDeAS Facility |
Members not registered for NSDL IDeAS Facility |
Members who have opted for Easi / Easiest facility |
Members not registered for Easi/ Easiest facility |
Members can also login using the login credentials of their demat account through their DP registered with NSDL/ CDSL for e-votingfacility |
Visit the e-voting website of NSDL at _https://www.evoting.nsdl.com_either on a Personal Computer or on a Mobile |
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| Please visit the e-Services website of NSDL:https:// eservices.nsdl. com either on a Personal Computer or on a Mobile |
May register at the option available at https://eservices. nsdl.com.Select “Register Online for IDeAS”Portal or click at https:// eservices.nsdl. com/SecureWeb/ IdeasDirectReg.jsp |
Please click on_www. _cdslindia.com and click on New System Myeasi |
May register at the option available at www. cdslindia.com |
After login, you will be able to see e-voting option. Click on e-voting option |
Click on “Shareholder/Member” login | ||
| Click on the “Benefcial Owner” icon under “Login” which is available under “IDeAS” section on the homepage of e-services |
Alternatively, the Members may visit the e-voting website of NSDL at https:// www.evoting.nsdl. com either on a Personal Computer or on a Mobile |
Kindly enter your USER ID and Password |
Alternatively, the Member can directly access e-voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia. com home page |
After successful authentication, you will be redirected to NSDL/CDSL Depository site, wherein you can see e-voting feature |
Kindly enter your User ID and Password/OTP/ Verifcation Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, Click on e-voting services. Click on “Access to e-voting” under e-voting servicesand you will be able to see e-voting page |
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| Kindly enter your U s e r I D a n d Password |
Click on “Shareholder/ Member” login |
After successful login of Easi/ Easiest, you will be also able to see theE-Voting Menu |
An OTP will be sent on the registered Mobile number and e-mail id for user authentication |
Manner of holding shares i.e. Demat mode (NSDL or CDSL) or Physical mode and the USER ID is: |
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| After successful authentication, you will be able to seee-voting services |
Kindly enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/ OTP and a Verifcation Code as shown on the screen and Click on Login |
NSDL | CDSL | Physical | |||
| After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting services |
8 Character DP ID followed by 8 Digit Client ID (For example, if your DP ID is IN300 and Client ID is 12, then your user ID is IN300 12**) |
16 Digit Benefciary ID (For example, if your Benefciary ID is 12** **, then your user ID is 12* *) |
EVEN i.e. 139135 + Folio Number registered with the Bank (For example, if your Folio Number is 001 and EVEN is 139135, then your user ID is 139135 001***) |
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| Click on “Access to e-voting” under e-Voting services and you will be able to see e-Voting page |
Click on the links ofe-voting service provider i.e. NSDL |
After successful login as mentioned above, you will be able to see all the companies’ “EVEN” in which you are holding shares and whose voting cycle is in active status |
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| Individual Shareholders holding shares in demat mode | Individual Shareholders holding shares in demat mode | Individual Shareholders holding shares in demat mode | Shareholders holding shares in physical form or shareholders other than individual |
|---|---|---|---|
| NSDL | CDSL | Login through DP |
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| For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Select “EVEN” of HDFC Bank Limited i.e.139135. | ||
| Click on options available against HDFC Bank Limited or e-voting service provider i.e. NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the e-Voting period, without any further authentication. |
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After successful login as mentioned above, cast your vote by selecting appropriate option i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Once you cast vote and upon confirmation, the message “Vote cast successfully” will be displayed.
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You shall also receive a confirmatory SMS from NSDL that the vote has been cast.
II. Password for e-voting:
- Password details for Members holding shares in physical form or Members other than individuals are given below:
If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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How to retrieve your ‘initial password’?
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a. If your e-mail is registered, your ‘initial password’ is communicated to you on your e-mail address. Trace the e-mail sent to you from NSDL in your mailbox from [email protected] . Open the e-mail and the attachment i.e., .pdf file.
- The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. -
b. In case you have not registered your e-mail address, you may obtain the User ID and password by sending a request to [email protected] .
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If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:
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Click on “Forgot User Details/Password?” (If you are holding shares in electronic mode) option available on www. evoting.nsdl.com .
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“Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .
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a. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, PAN, name and registered address.
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b. Members can also use OTP based login for casting votes on e-voting system of NSDL.
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After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.
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Click on “Login” button.
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After clicking the “Login” button, home page of e-voting will open.
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Kindly follow the e-voting process mentioned above for casting your vote.
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- Help desk for individual Members holding securities in demat mode for any technical issues related to login through Depositories i.e., NSDL and CDSL:
| Depositories i.e., NSDL and CDSL: | |
|---|---|
| Login type | Helpdesk details |
| Individual Members holding securities in demat mode with NSDL |
Contact NSDL helpdesk by sending a request at [email protected] or call at No.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Asst. Vice President, NSDL at [email protected]. |
| Individual Members holding securities in demat mode with CDSL |
Contact CDSL helpdesk by sending a request at helpdesk at helpdesk. [email protected]_or call at 1800-21-09911. |
- Some of the important details regarding the e-voting facility are provided below:
| Cut-of date for determining the Members entitled to vote |
Friday, April 17, 2026 |
|---|---|
| Commencement of e-voting period | Tuesday, April 21, 2026 at 10:00 A.M.(IST) |
| End of e-voting period | Wednesday, May20, 2026 at 5:00 P.M.(IST) |
The e-voting module will be disabled by NSDL immediately after 5:00 p.m. (IST) on Wednesday, May 20, 2026.
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The voting rights of Members shall be in proportion to the number of equity shares held by the respective Member with the total equity share capital issued by the Bank as on the Cut-Off date i.e. Friday, April 17, 2026.
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In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Bank will be entitled to vote.
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Institutional shareholders /Corporate Members (i.e. other than individuals, HUF, NRI etc.), are requested to send a certified scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote on their behalf, to the Scrutinizer by sending an e-mail to [email protected] with a copy marked to [email protected] by quoting the concerned DP ID and Client ID or Folio Number. The said documents can also be uploaded under “ Upload Board Resolution/Authority Letter ” displayed under “ e-voting ” tab.
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The Scrutinizer will submit the results of the remote e-voting to the Chairman of the Bank or the Authorized Officer(s) of the Bank after completion of the scrutiny of the e-voting.
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The result of the Postal Ballot along with the Scrutinizer’s Report will be displayed on the Bank’s website https://www.hdfc. bank.in/about-us/corporate-governance/postal-ballot , on the website of NSDL at https://www.evoting.nsdl.com and shall be communicated to the Stock Exchanges where the Bank’s shares are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com , within 2 (two) working days from the end of the e-voting period, and shall be displayed at the Registered Office of the Bank.
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The resolutions if approved by the requisite majority of Members by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting, i.e. Wednesday, May 20, 2026.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
The following Explanatory Statement sets out the relevant information as required under Section 102 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”), read with rules framed thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SBEB Regulations ”).
Resolution No. 1
The Members of HDFC Bank Limited (“ Bank ”), by way of a Postal Ballot Notice dated March 28, 2022, had on May 14, 2022 approved the Employee Stock Incentive Plan 2022 (“ Stock Incentive Plan 2022 ”). In line with the said approval, the Stock Incentive Plan 2022 was formulated with effect from May 14, 2022, with a validity period of 4 (four) years i.e., till May 13, 2026. The Stock Incentive Plan 2022 was formulated to grant Restricted Stock Units (“ RSUs ”) to the employees of the Bank in order to fulfil the following objectives:
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(a) Rewarding employees for performance, ensuring retention and shareholder value creation;
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(b) Broad-basing the long-term incentive; and
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(c) Moderating the impact of long-term incentive grant on potential dilution as the Bank would be able to realise considerable value of reward with lesser number of shares.
RSUs have been one of the main components of reward structure and has helped the Bank in retaining as well as motivating the workforce.
The details of balance RSUs available for grant under the Stock Incentive Plan 2022 are as follows:
| Particulars | Number of RSUs |
|---|---|
| Approved byshareholders on May14, 2022 | 10,00,00,000 |
| RSUsgranted till August 27, 2025(i.e. till the record date of Bonus) | 1,85,01,513 |
| Total Balance available for Grant before bonus | 8,14,98,487 |
| Total Balance available aftergivingefect of bonus(1:1 ratio) | 16,29,96,974 |
| No. of RSUsgranted after August 27, 2025 | 1,20,99,740 |
| Total Balance available for Grant as on April 18, 2026 | 15,08,97,234* |
*Excludes the number of RSUs that are or would be lapsed/forfeited which shall also be available for grant under the Stock Incentive Plan 2022
The Bank, in view of the expiry of the Stock Incentive Plan 2022 on May 13, 2026, proposes to extend the validity of the said plan for a further period of 5 (five) years without any increase in the abovementioned number of RSUs available for grant.
Certain clauses in the Stock Incentive Plan 2022 are proposed to be amended to ensure enhanced effectiveness of the said plan, which are enumerated below:
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The name of “Nomination and Remuneration Committee” has been changed to “Governance, Nomination and Remuneration Committee” with effect from October 30, 2025, thus references to the said committee in the Stock Incentive Plan 2022 have been revised accordingly.
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Changes to reflect the present applicable laws, directions, regulations, accounting standards, etc. are being carried out.
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Extension of the validity of the Stock Incentive Plan 2022 to enable the carry-forward of the unutilized pool of RSUs as approved by the shareholders through postal ballot on May 14, 2022 for an additional period of 5 (five) years i.e. till May 13, 2031.
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Sub-Clause (g) of Clause B of the Stock Incentive Plan already provides for the authority of Governance, Nomination and Remuneration Committee (“ GNRC ”) to determine treatment of RSUs in case of termination of employment for misconduct/ misdemeanor, subject to disciplinary proceedings, or in case of death, or permanent disability, or otherwise. In furtherance of the same, it is clarified that the GNRC shall also have the authority to decide the treatment of RSUs, including but not limited to cancellation, forfeiture, or modification of Vesting and/or Exercise rights, based on the outcome of any disciplinary proceedings in the event that an Employee is subject to any disciplinary proceedings, investigation, or regulatory action, whether prior to or after the grant of RSUs, and/or suspension of RSUs pending any disciplinary proceedings or appeals or review, as the case may be.
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Modification in the clause pertaining to criteria for grant of RSUs, wherein:
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employment status (such as employees on sabbatical or other approved leave) is proposed to be included as an additional criterion to be considered by the GNRC; and
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a carve out is proposed for newly inducted employees to ensure that the criteria such as grade, performance, merit, length of service, conduct of the Employee and such other relevant factors are not applicable in case of grant to such employees.
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Change in the maximum number of RSUs from 15,000 RSUs (adjusted to 30,000 RSUs post the Bonus Issue) to 50,000 RSUs to be granted to an individual employee per annum under the Stock Incentive Plan 2022 to support employee recognition and retention.
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It is pertinent to note that the grant of RSUs have been made to employees at mid and junior management levels generally with a vesting period of 4 (four) years in a pre-defined proportion, which could be exercised within a period of 1 (one) year from the date of vesting. However, in case of few newly inducted employees at senior level, RSUs were granted with a shorter vesting period. Further, the maximum of 15,000 RSUs were granted only to few employees as part of joining commitment. The same is proposed to be continued during the extended period of Stock Incentive Plan 2022 with the exception that maximum limit of RSUs per employee stand changed to 50,000 RSUs which would be granted only to few newly inducted senior level employees.
There are no changes to the terms of the Stock Incentive Plan 2022, including the vesting period, as disclosed in Postal Ballot Notice dated March 28, 2022 except to the extent of the aforesaid proposed amendments.
The aforesaid variations shall apply to all employees covered under the Stock Incentive Plan 2022 and are intended to provide equitable and enhanced benefits to all employees covered under the Stock Incentive Plan 2022. Accordingly, none of the aforesaid variations are prejudicial to the interest of the employees of the Bank.
As per the SBEB Regulations, any variation to the terms of the Stock Incentive Plan 2022 requires the approval of Members by way of a special resolution. Accordingly, the GNRC and Board of Directors at their meetings held on April 17, 2026 and April 18, 2026, respectively, recommended/ approved the revised Stock Incentive Plan 2022, including extension thereof and further recommended the special resolution of the accompanying Postal Ballot Notice for approval of the Members of the Bank.
None of the Directors and their relatives, except to the extent of their shareholding in the Bank, if any, are concerned or interested, financially or otherwise, in passing of the above resolution.
Registered office: By Order of the Board of Directors HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Ajay Agarwal Mumbai 400 013 Company Secretary E-mail: [email protected] Group Head - Secretarial & Group Oversight Website: www.hdfc.bank.in ICSI Membership No.: F9023
Place : Mumbai Date : April 18, 2026
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