HDFC Bank has received approval from the Reserve Bank of India (RBI) for its group entities to acquire an aggregate holding 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 was communicated through RBI letters dated May 6, 2026, and was disclosed to the stock exchanges under Regulation 30 on the same date.

RBI Approval: Key Details

The approval covers HDFC Bank acting as promoter and sponsor of several group entities. The following entities are included under the scope of this approval:

• HDFC Mutual Fund
• HDFC Life Insurance Company Limited
• HDFC ERGO General Insurance Company Limited
• HDFC Pension Fund Management Limited
• HDFC Securities Limited

The table below summarises the key parameters of the RBI approval:

Background and Regulatory Context

The application to the RBI was necessitated by provisions under the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025 ("RBI Directions"). Under these directions, 'aggregate holding' encompasses shareholding by the bank itself, body corporates under the same management or control, mutual funds, trustees, and promoter group entities, among others.

HDFC Bank clarified that while the bank itself does not intend to invest in ICICI Bank or Kotak Mahindra Bank, the aggregate holding of its group entities was likely to exceed the prescribed threshold of 5%. Accordingly, HDFC Bank made the application to the RBI on behalf of its group entities on January 23, 2026, as mandated under the RBI Directions applicable to the bank.

Compliance and Ongoing Obligations

HDFC Bank is required to ensure that the aggregate holding in ICICI Bank and Kotak Mahindra Bank does not exceed 9.95% of the paid-up share capital or voting rights of either bank at any point in time during the validity of the approval. The bank has noted that the investments by HDFC Bank group entities are in the normal course of business of the respective group entities.

The disclosure was made by Ajay Agarwal, Company Secretary and Group Head – Secretarial & Group Oversight, HDFC Bank Limited, via reference number SE/2026-27/31.

HDFC Bank Limited has completed the allotment of 3,83,322 equity shares to its employees under the Employee Stock Options Scheme (ESOS) on April 29, 2026. The allotment represents the exercise of stock options and Restricted Stock Units (RSUs) by eligible bank employees under the company's established employee incentive framework.

Share Capital Enhancement

The equity share allotment has resulted in an increase in the bank's paid-up share capital structure. The detailed impact is presented below:

Regulatory Compliance and Communication

The bank has formally notified both major stock exchanges about this corporate action. The communication was sent to:

• BSE Limited (Scrip Code: 500180)
• National Stock Exchange of India Limited (Scrip Symbol: HDFCBANK)

The official notification was signed by Ajay Agarwal, Company Secretary and Group Head – Secretarial & Group Oversight, ensuring compliance with regulatory requirements under the applicable securities regulations.

Employee Stock Option Framework

The allotment was executed under HDFC Bank's Employee Stock Options Scheme, which allows eligible employees to exercise their vested options and RSUs. This mechanism serves as an employee retention and incentive tool, aligning employee interests with shareholder value creation.

The bank's communication to the exchanges emphasized that the allotment was made "pursuant to exercise of Options/RSU's under its Employees Stock Options Scheme (ESOS)," indicating that employees actively exercised their vested stock options to acquire these equity shares.

Corporate Action Details

The share allotment represents a routine corporate action under the bank's established ESOP framework. Each newly allotted equity share carries a face value of Re. 1/- and will rank pari passu with existing equity shares in all respects, including dividend rights and voting privileges.

The digital signature timestamp on the official communication shows the notification was processed on April 29, 2026, at 12:20:35 +05'30', demonstrating the bank's commitment to timely regulatory disclosure and transparency in corporate actions.