Directors Report of ICICI Bank Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty-First Annual Report of ICICI Bank Limited (ICICI Bank/the Bank)
along with the audited financial statements for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2025 is summarised in the following table:

' in billion, except percentages	Fiscal 2024	Fiscal 2025	% change
Net interest income and non-interest income	972.55	1,077.68	10.8%
Operating expenses	391.33	423.72	8.3%
Core operating profit	581.22	653.96	12.5%
Provisions and contingencies (excluding tax)	36.43	46.83	28.5%
Profit before tax excluding treasury gains	544.79	607.13	11.4%
Treasury gains	0.09	19.03	-
Profit before tax	544.88	626.16	14.9%
Tax	136.00	153.89	13.2%
Profit after tax	408.88	472.27	15.5%

' in billion, except percentages	Fiscal 2024	Fiscal 2025	% change
Consolidated profit before tax and minority interest	615.08	730.04	18.7%
Consolidated profit after tax and minority interest	442.56	510.29	15.3%

DIVIDEND

Your Bank has a consistent dividend payment history. Your Bank’s Dividend Distribution Policy is based on the profitability
and key financial metrics, capital position and requirements and the regulations pertaining to the payment of dividend.
The Board of Directors has recommended a dividend of ' 11.00 per equity share for the year ended March 31, 2025.

APPROPRIATIONS

The Bank has appropriated accumulated profit as follows:

' in billion	Fiscal 2024	Fiscal 2025
Profit after tax	408.88	472.27
Profit brought forward	563.57	773.77
Accumulated profit (before appropriations)	972.45	1,246.04
Appropriations:	Â	Â
To Statutory Reserve	102.22	118.07
To Special Reserve created and maintained in terms of Section 36(1) (viii) of the Income Tax Act, 1961	30.21	31.00
To Capital Reserve	0.33	0.07
To Investment Fluctuation Reserve1	9.93	2.58
To Revenue and other reserves	-	-
Dividend paid on equity shares2	55.99	70.41
Balance carried over to balance sheet	773.77	1,023.91

¹Â Â Â Â Represents an amount transferred to Investment Fluctuation Reserve (IFR) on net profit on sale of available-for-sale (AFS) and Fair
value through Profit and loss (FVTPL) including held-for-trading (HFT) investments during the period. The amount not less than the
lower of net profit on sale of AFS and FVTPL (including HFT) category investments during the year or net profit for the year less
mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the AFS and FVTPL (including
HFT) portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS and FVTPL (including HFT) portfolio.

²Â Â Â Â Represents dividend declared for previous financial year and paid in current financial year.

SHARE CAPITAL

During the year under review, the Bank allotted 42,832,398
equity shares of ' 2.00 each pursuant to exercise of stock
options under the ICICI Bank Employees Stock option
Scheme-2000 and 751,672 equity shares of ' 2.00 each
pursuant to exercise of stock units under the ICICI Bank
Employees Stock Unit Scheme-2022.

On March 26, 2025, the Bank allotted 56,008,117 equity
shares pursuant to the Scheme of Arrangement amongst
ICICI Bank, ICICI Securities Limited (ICICI Securities) and
their respective shareholders for delisting of shares of
ICICI Securities (Scheme of Arrangement).

For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act,
2013, the provisions of Section 186 of the Companies
Act, 2013, except sub-section (1), do not apply to a
loan made, guarantee given or security provided by a
banking company in the ordinary course of business.
The particulars of investments made by the Bank are
disclosed in Schedule 8 of the financial statements as
per the applicable provisions of the Banking Regulation
Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES

Effective March 24, 2025, ICICI Securities was delisted
from stock exchanges and it became a wholly-owned
subsidiary of the Bank. There were no entities which
became or ceased to be joint venture of the Bank during
fiscal 2025.

As at March 31, 2025, your Bank had following subsidiaries
(including step down subsidiaries) (17) and associate (8)
companies:

Name of the subsidiary company	% of shares held
ICICI Bank UK PLC	100
ICICI Bank Canada	100
ICICI Securities Limited	100
ICICI Securities Holdings, Inc.1	100
ICICI Securities, Inc.2	100
ICICI Securities Primary Dealership Limited	100
ICICI Venture Funds Management Company Limited	100

Name of the subsidiary company	% of shares held
ICICI Home Finance Company Limited	100
ICICI Trusteeship Services Limited	100
ICICI Investment Management Company Limited	100
ICICI International Limited	100
ICICI Prudential Pension Funds Management Company Limited3	100
i-Process Services (India) Limited (formerly known as i-Process Services (India) Private Limited)	100
ICICI Lombard General Insurance Company Limited	51.55
ICICI Prudential Life Insurance Company Limited	51.03
ICICI Prudential Asset Management Company Limited45	51.00
ICICI Prudential Trust Limited4	50.80

¹Â Â Â Â ICICI Securities Holdings, Inc. is a wholly owned subsidiary of
ICICI Securities Limited.

²Â Â Â Â ICICI Securities, Inc. is a wholly owned subsidiary of ICICI
Securities Holdings, Inc.

³Â Â Â Â ICICI Prudential Pension Funds Management Company Limited
is a wholly owned subsidiary of ICICI Prudential Life Insurance
Company Limited.

⁴    The entity is a joint venture company, however, it is considered
as a subsidiary company in accordance with the provisions of
the Companies Act, 2013.

⁵    On June 27, 2025, the Bank approved purchase of up to
2% additional shareholding in the ICICI Prudential Asset
Management Company Limited (Pru AMC). This purchase
will primarily be towards maintaining the Bank's majority
shareholding in the event of grant of stock-based compensation
by Pru AMC, subject to receipt of requisite approvals.

Name of the associate company	% of shares held
India Infradebt Limited	42.33
Falcon Tyres Limited12	26.39
Fino Paytech Limited1	25.10
Rajasthan Asset Management Company Private Limited1	24.30
OTC Exchange of India1	20.00
Arteria Technologies Private Limited	19.98
FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)3	19.01
NIIT Institute of Finance Banking and Insurance Training Limited4	18.79

¹Â These companies are not considered as associates in the
financial statements, in accordance with the provisions of
Accounting Standard 23 on ‘Accounting for Investments in
Associates in Consolidated Financial Statements'.

²Â Â Â Â Acquired pursuant to debt settlement.

³Â Â Â Â The Bank executed a share purchase agreement for sale of its
entire shareholding in the equity shares of FISERV Merchant
Solutions Private Limited on March 29, 2025. The share transfer
was completed subsequently on April 17, 2025 and it ceased to
be an associate of the Bank effective that day.

⁴    On June 11, 2025, the Bank executed a share purchase agreement
for sale of its entire shareholding in the equity shares of NIIT
Institute of Finance Banking and Insurance Training Limited,
consequent to which the share transfer was completed and it
ceased to be an associate of the Bank effective the same day.

HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES AND THEIR
CONTRIBUTION TO THE OVERALL
PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and
their contribution to the overall performance of the Bank
as on March 31, 2025 is given in “Consolidated Financial
Statements of ICICI Bank Limited - Schedule 18 - Note 13
- Additional information to consolidated accounts” of this
Annual Report. A summary of key financials of the Bank’s
subsidiaries is also given in “Statement Pursuant to Section
129 of the Companies Act, 2013” of this Annual Report.

The highlights of the performance of key subsidiaries are
given as a part of Management’s Discussion & Analysis
under the Section “Consolidated financials as per Indian
GAAP”.

The Bank will make available separate audited financial
statements of the subsidiaries to any Member upon
request. These documents/details will be available on the
Bank's website at https://www.icicibank.com/about-us/
annual and will also be available for inspection by any
Member or trustee of the holder of any debentures of the
Bank. As required by Accounting Standard 21 issued by
the Institute of Chartered Accountants of India, the Bank’s
consolidated financial statements included in this Annual
Report incorporate the accounts of its subsidiaries and
other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS OF THE COMPANY AND
ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by
the regulators or courts or tribunals impacting the going
concern status or future operations of the Bank.

MATERIAL CHANGES AND COMMITMENT
AFFECTING FINANCIAL POSITION OF THE
BANK

There are no material changes and commitments affecting
the financial position of the Bank which have occurred
between the end of the financial year of the Bank to which
the financial statements relate and the date of this Report.

UPDATE ON SCHEME OF ARRANGEMENT

At March 31, 2024, the Bank held 74.73% of the equity
shares of its broking subsidiary, ICICI Securities, and
balance 25.27% of the equity shares were held by the
public shareholders. In June 2023, the Board of Directors
of the Bank and ICICI Securities approved a scheme
of arrangement for delisting of equity shares of ICICI
Securities (Scheme of Arrangement), subject to receipt of
requisite approvals. The requisite majority of shareholders
of the Bank and ICICI Securities approved the Scheme
of Arrangement on March 27, 2024. Subsequently, the
Hon’ble National Company Law Tribunals, Mumbai Bench
and Ahmedabad Bench, vide orders dated August 21, 2024
and October 9, 2024 respectively, approved the Scheme
of Arrangement. The Board of Directors of ICICI Securities
approved March 24, 2025 as the ‘Record Date’ for the
purposes of the Scheme of Arrangement. Consequently,
with effect from March 24, 2025, ICICI Securities was
deemed to have been delisted from the stock exchanges
and resultantly, it became a wholly owned subsidiary of
the Bank. In accordance with the Scheme of Arrangement,
the Bank had, on March 26, 2025, allotted 56,008,117
equity shares of face value ' 2.00 each (including 51,723
equity shares towards fractional entitlements) to the public
shareholders of ICICI Securities as on the Record Date, in
the approved Swap Ratio. The fractional shares were sold
by the Trustee in the market and the net proceeds (after
deduction of expenses incurred and applicable taxes)
were distributed to the eligible public shareholders of ICICI
Securities in the proportion of their fractional entitlements.

DIRECTORS AND OTHER KEY MANAGERIAL
PERSONNEL

Changes in the composition of the Board of
Directors and other Key Managerial Personnel
(KMP)

The Members through Postal Ballot on May 14, 2024
approved the appointment of Pradeep Kumar Sinha as an
Independent Director for a term of five consecutive years
commencing February 17, 2024 to February 16, 2029. The

Reserve Bank of India (RBI) vide its letter dated May 24,
2024, approved his appointment as Part-time Chairperson
of the Bank for a period of three years with effect from
July 1, 2024.

The Members through Postal Ballot on May 14, 2024
approved the appointment of Ajay Kumar Gupta as
a Director and Whole-time Director (designated as
Executive Director) with effect from March 15, 2024 till
November 26, 2026.

The Board at its meeting held on June 29, 2024 and
Members at the last Annual General Meeting (AGM) held
on August 29, 2024 approved the appointment of Rohit
Bhasin as an Independent Director for a period of 5 years,
with effect from July 26, 2024 till July 25, 2029.

The Board at its meeting held on June 29, 2024 and
Members through Postal Ballot on November 29,
2024, approved the appointment of Punit Sood as an
Independent Director for a period of 5 years, with effect
from October 1, 2024 till September 30, 2029.

Based on the recommendation of the Board Governance,
Remuneration & Nomination Committee (BGRNC), the
Board at its meeting held on January 25, 2025, approved
the filing of an application with RBI for the re-appointment
of Rakesh Jha as Executive Director of the Bank for a further
period of two years effective from September 2, 2025 to
September 1, 2027 which was within the five years term
as previously approved by the Board and the Members.
RBI vide its letter dated June 12, 2025, communicated its
approval for the re-appointment.

Based on the recommendation of BGRNC, the Board
at its meeting held on January 25, 2025, approved the
re-appointment of Sandeep Batra as Executive Director
of the Bank for a further period of two years with effect
from December 23, 2025 to December 22, 2027, subject
to approval of the RBI and Members of the Bank. RBI vide
its letter dated June 16, 2025, communicated its approval
for the re-appointment. The re-appointment is being
proposed in the Notice of the forthcoming AGM through
item no. 11.

Pursuant to the completion of his second term of office
as an Independent Director, Girish Chandra Chaturvedi
retired as the Independent Director and Non-executive
Part-time Chairperson of the Bank on close of business
hours of June 30, 2024, The Board acknowledges the
stewardship and guidance provided by him in his role as
Chairperson.

Pursuant to completion of their second term of office
under the Companies Act, 2013, Uday Chitale and Hari
L. Mundra retired as Independent Directors of the Bank
on October 19, 2024 and October 25, 2024 respectively.
The Board acknowledges the valuable contribution and
guidance provided by them.

As on the date of this report, in terms of Section 203(1)
of the Companies Act, 2013, Sandeep Bakhshi, Managing
Director & CEO, Sandeep Batra, Executive Director, Rakesh
Jha, Executive Director, Ajay Kumar Gupta, Executive
Director, Anindya Banerjee, Group Chief Financial Officer
and Prachiti Lalingkar, Company Secretary are the Key
Managerial Personnel of the Bank.

Declaration of Independence

All Independent Directors have given declarations that
they meet the criteria of independence as laid down under
Section 149 of the Companies Act, 2013 as amended and
Regulation 16 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (SEBI Listing Regulations)
which have been relied on by the Bank and were placed at
the Board Meeting held on April 19, 2025. The Independent
Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
their name appearing in the data bank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs. In the opinion of the Board, the Independent
Directors possess the requisite integrity, experience,
expertise and proficiency required under all applicable
laws and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013,
Sandeep Batra would retire by rotation at the forthcoming
AGM and is eligible for re-appointment. Sandeep Batra
has offered himself for re-appointment.

AUDITORS

Statutory Auditors

At the AGM held on August 29, 2024, the shareholders
had approved the appointment of M/s. B S R & Co. LLP,
Chartered Accountants (hereinafter referred to as B S R
& Co. LLP) and M/s. C N K & Associates LLP, Chartered
Accountants (hereinafter referred to as C N K & Associates
LLP), as the joint statutory auditors to hold office from the
conclusion of the Thirtieth AGM till the conclusion of the
Thirty-First AGM of the Bank.

As per the RBI guidelines, the joint statutory auditors
of the banking companies are allowed to continue for a
period of three years, subject to fulfilling the prescribed
eligibility norms. Accordingly, B S R & Co. LLP and C N K
& Associates LLP, would be eligible for re-appointment at
the conclusion of the forthcoming AGM.

As recommended by the Audit Committee, the Board has
proposed the re-appointment of B S R & Co. LLP and C
N K & Associates LLP, as the joint statutory auditors to
hold office from the conclusion of Thirty-First AGM till
the conclusion of the Thirty-Third AGM of the Bank,
subject to the approval of the Members of the Bank and
regulatory approvals as may be necessary or required.
Their appointment has been approved by RBI on May 19,
2025 for fiscal 2026.

The re-appointment of the joint statutory auditors is
proposed to the Members in the Notice of the forthcoming
AGM through item nos. 4 and 5.

There are no qualifications, reservation or adverse remarks
made by the joint statutory auditors in the audit report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board had, at its meeting held on June 29, 2024, appointed
M/s. Alwyn Jay & Co., a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Bank
for fiscal 2025. The Secretarial Audit Report is annexed
herewith as Annexure A. There are no qualifications,
reservation or adverse remark or disclaimer made by the
auditor in the report save and except disclaimer made by
them in discharge of their professional obligation.

The Annual Secretarial Compliance Report, signed
by Secretarial Auditor, for fiscal 2025 is available on
the website of the Bank at https://www.icicibank.com/
about-us/disdosures-to-stock-exchanges and on the
website of the stock exchanges i.e. BSE Limited (BSE) at
www.bseindia.com and National Stock Exchange of India
Limited (NSE) at www.nseindia.com.

Pursuant to amendments under Regulation 24A of the
SEBI Listing Regulations, the Board has, at its meeting
held on June 27, 2025, based on the recommendation
of Audit Committee, approved the appointment of
M/s. Parikh Parekh & Associates, Company Secretaries to
undertake the Secretarial Audit of the Bank for a term of
five consecutive financial years from FY2026 to FY2030,
subject to approval of the Members at the ensuing AGM

through item no. 6. M/s. Parikh Parekh & Associates have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of the Bank.

Maintenance of Cost Records

Being a banking company, the Bank is not required
to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies
Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of
fraud reported by the statutory auditors and secretarial
auditor under Section 143(12) of the Companies Act, 2013
to the Audit Committee or the Board of Directors.

PERSONNEL

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is given in an Annexure and forms part of this report. In
terms of Section 136(1) of the Companies Act, 2013, the
annual report and the financial statements are being sent
to the Members excluding the aforesaid Annexure. The
Annexure is available for inspection and any Member
interested in obtaining a copy of the Annexure may write
to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in
place with respect to its financial statements which provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements.
These controls and processes are driven through various
policies, procedures and certifications. The processes
and controls are reviewed periodically. The Bank has a
mechanism of testing the controls at regular intervals for
their design and operating effectiveness to ascertain the
reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE
MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory
auditors that it is in compliance with the Foreign
Exchange Management Act, 1999 provisions with respect
to investments made in its consolidated subsidiaries
and associates and also for investments made by its
subsidiaries and associates during fiscal 2025.

RELATED PARTY TRANSACTIONS

The Bank has a Board-approved Group Arm’s Length Policy
which requires transactions with the group companies to
be at an arm’s length. All the related party transactions
between the Bank and its related parties, entered during
the year ended March 31, 2025, were on arm’s length
basis and were in the ordinary course of business.

The details of material related party transactions at an
aggregate level for the year ended March 31, 2025 are
given in Annexure B.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, the Bank has filed half yearly reports
to the stock exchanges, for the related party transactions.

All related party transactions as required under Accounting
Standard 18 are reported in note no. 47 of schedule 18
- Notes to Accounts of standalone financial statements
and note no. 2 of schedule 18 - Notes to Accounts of
consolidated financial statements of the Bank.

During the year, the Related Party Transactions Policy of
the Bank was revised to align it with the amendments
dated December 12, 2024 in the SEBI Listing Regulations.
The Policy is hosted on the website of the Bank and can
be viewed at https://www.icicibank.com/about-us/other-
policies.

Pursuant to the SEBI Listing Regulations, the resolutions
seeking approval of the Members on material related party
transactions forms part of the Notice of the forthcoming
AGM.

ANNUAL RETURN

The Annual Return in Form No. MGT-7 will be hosted on
the website of the Bank at https://www.icicibank.com/
about-us/annual.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as
stipulated under Regulation 34(2)(f) of the SEBI Listing
Regulations will be hosted on the Bank’s website at
https://www.icicibank.com/about-us/annual. Any Member
interested in obtaining a copy of the Report may write to
the Company Secretary of the Bank.

The Bank has been releasing the Environmental, Social
and Governance Report since fiscal 2020. The Report
for fiscal 2025 will be hosted on the Bank’s website at
https://www.icicibank.com/about-us/annual.

INTEGRATED REPORTING

The Bank has adopted the principles of the International
Integrated Reporting Framework in its Annual Report
since fiscal 2019. For accessing the Report for fiscal 2025,
please refer to the Integrated Report section of the Annual
Report 2024-25.

RISK MANAGEMENT FRAMEWORK

The Bank’s risk management framework is based on
a clear understanding of various risks, disciplined risk
assessment and measurement procedures and continuous
monitoring. The Board of Directors has oversight on all
the risks assumed by the Bank. Specific committees have
been constituted to facilitate focused oversight of various
risks, as follows:

•    The Risk Committee of the Board reviews, inter alia,
risk management policies of the Bank pertaining
to credit, market, liquidity, operational, model risk
management, framework for early warning signals
and red flagging of accounts, outsourcing risks and
business continuity management. The Committee
also reviews the Risk Appetite and Enterprise Risk
Management (ERM) frameworks, Internal Capital
Adequacy Assessment Process (ICAAP) and stress
testing. The stress testing framework includes a range
of Bank-specific market (systemic) and combined
scenarios. The ICAAP exercise covers the domestic
and overseas operations of the Bank, banking
subsidiaries and non-banking subsidiaries. The
Committee reviews setting up of limits on any industry
or country, migration to the advanced approaches
under Basel framework, the proceedings of Group
Risk Management Committee and the activities
of the Asset Liability Management Committee.
The Committee reviews the level and direction of
major risks pertaining to credit, market, liquidity,
operational, reputation, technology, information
security, compliance, group and capital at risk as a
part of the risk dashboard. The Risk Committee also
reviews the Liquidity Contingency Plan for the Bank
and the various thresholds set out in the Plan.

•    The Credit Committee of the Board, apart from
sanctioning credit proposals based on the Bank’s
credit approval authorisation framework, reviews
developments in key industrial sectors (along with
exposure to these sectors), the Bank’s exposure to
large borrower accounts and borrower groups. The
Credit Committee also reviews major credit portfolios,

non-performing loans, accounts under watch,
overdues, incremental sanctions etc.

•    The Audit Committee of the Board, inter alia,
provides direction to and monitors the quality of
the internal audit function, oversees the financial
reporting process and also monitors compliance with
inspection and audit reports of RBI, other regulators
and statutory auditors. The Audit Committee also
exercises oversight on the regulatory compliance
function of the Bank.

•    The Asset Liability Management Committee provides
guidance for management of liquidity of the overall
Bank and management of interest rate risk in the
banking book within the broad parameters laid down
by the Board of Directors/Risk Committee.

•    The Group Risk Management Committee (GRMC)
oversees the group related risk management
activities. GRMC inter alia, defines the frequency and
framework for review of risk profile of group entities.

Summaries of reviews conducted by these committees are
reported to the Board on a regular basis.

Policies approved from time to time by the Board of
Directors/committees of the Board form the governing
framework for each type of risk. The business activities
are undertaken within this policy framework. Independent
groups and subgroups have been constituted across the
Bank to facilitate independent evaluation, monitoring
and reporting of various risks. These groups function
independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk
Management Group, Compliance Group, Corporate
Legal Group, Internal Audit Group, Information Security
Group and the Financial Crime Prevention Group, with a
mandate to identify, assess and monitor all of the Bank’s
principal risks in accordance with well-defined policies
and procedures. The Risk Management Group is further
organised into Credit Risk Management Group, Market
Risk Management Group, Operational Risk Management
Group, Incident Monitoring and Resolution Group, Model
Validation and Technology Risk Management Group.
The Group Chief Risk Officer (GCRO) reports to the Risk
Committee constituted by the Board which reviews
risk management policies of the Bank. The GCRO,
for administrative purposes, reports to an Executive
Director of the Bank. The abovementioned groups are
independent of all business operations and co-ordinate

with representatives of the business units to implement
the Bank’s risk management policies and methodologies.

The Internal Audit Group (IAG) acts independently
and is responsible for evaluating and providing
objective assurance on the effectiveness of internal
controls, risk management and governance processes
within the Bank and suggest improvements. The IAG
maintains appropriately qualified personnel to fulfill its
responsibilities. IAG acts as an independent entity and
reports to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER THE
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

The Bank has a policy against sexual harassment and a
formal process for dealing with complaints of harassment
or discrimination. The said policy is in line with the
requirements of ‘The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013’ (POSH Act) and rules made thereunder. The Bank
has complied with provisions relating to the constitution of
Internal Committee under the POSH Act.

The details pertaining to number of complaints during the
year has been provided below:

(a)    number of complaints filed during the financial year: 117

(b)    number of complaints disposed off during the financial
year: 117

(c)    number of complaints pending¹Â at end of the financial
year: Nil

¹Â All complaints received during fiscal 2025 have been closed
within the applicable turnaround time (90 days).

CORPORATE GOVERNANCE

The corporate governance framework at ICICI Bank is
based on an effective independent Board, the separation
of the Board’s supervisory role from the executive
management and the constitution of Board committees
to oversee critical areas. At March 31, 2025, Independent
Directors constituted a majority on most of the committees
and also chaired most of the committees.

I. Philosophy of Corporate Governance

At ICICI Bank, we are committed to maintain the
highest standards of governance in the conduct
of our business and continuously strive to create

lasting value for all our stakeholders. We focus on
maintaining comprehensive compliance with the
laws, rules and regulations that govern our business
and promote a culture of accountability, transparency
and ethical conduct across the Bank.

Group Code of Business Conduct and Ethics

The Group Code of Business Conduct and Ethics for
Directors and employees of the ICICI Group aims at
ensuring consistent standards of conduct and ethical
business practices across the constituents of ICICI
Group. This Code is reviewed on an annual basis and
the latest Code is available on the website of the Bank
at https://www.icicibank.com/content/dam/icicibank/
india/managed-assets/docs/about-us/2021/group-
code-of-business-conductandethics-2025-V1.
pdf. Pursuant to the SEBI Listing Regulations, a
confirmation from the Managing Director & CEO
regarding compliance with the Code by all the
Directors and senior management forms part of the
Annual Report.

Code of Conduct as prescribed under the
Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
2015

In accordance with the requirements of the Securities
and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Bank has adopted
the Code on Prohibition of Insider Trading.

Material Subsidiaries

In accordance with the requirements of the SEBI
Listing Regulations, the Bank has formulated a
Policy for determining Material Subsidiaries and the
same has been hosted on the website of the Bank at
https://www.icicibank.com/about-us/other-policies.

The Bank does not have any material unlisted
subsidiary. ICICI Prudential Life Insurance Company
Limited (ICICI Life) is a material listed subsidiary of
the Bank in terms of the provisions of the SEBI Listing
Regulations. The additional details with regard to
ICICI Life are as follows:

Date of incorporation	July 20, 2000
Place of incorporation	Mumbai

Statutory	Walker Chandiok & Co. LLP
Auditors	Chartered Accountants Firm Registration No. 001076N/ N500013 Date of Re-appointment: June 25, 2021 M. P. Chitale & Co. Chartered Accountants Firm Registration No. 101851W Date of Appointment: lune 28, 2024

Familiarisation Programme for Independent
Directors

Independent Directors are familiarised with their
roles, rights and responsibilities in the Bank as well
as with the nature of the industry and the business
model of the Bank through induction programmes
at the time of their appointment as Directors and
through presentations on economy & industry
overview, key regulatory developments, strategy and
performance which are made to the Directors from
time to time. The Directors also participate in various
programs/meetings where subject matter experts
apprise the Directors on key global trends. The details
of the familiarisation programmes have been hosted
on the website of the Bank at https://www.icicibank.
com/about-us/bod-1.

Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI
Listing Regulations, the Dividend Distribution Policy
is hosted on the website of the Bank and can be
viewed at https://www.icicibank.com/about-us/other-
policies.

Whistle Blower Policy

The Bank has formulated a Whistle Blower
Policy, which is periodically reviewed. The policy
comprehensively provides an opportunity for
any employee (including directors), secondees or
stakeholders of the Bank to raise any issue concerning
breaches of law, accounting policies or any act
resulting in financial or reputation loss and misuse of
office or suspected or actual fraud. The policy provides
for a mechanism to report such concerns to the Audit
Committee through specified channels. The policy has
been periodically communicated to the employees
and also hosted on the Bank’s intranet. Issues raised
under the Whistle Blower Policy are investigated for

appropriate action, including an assessment of the
impact on financial statements, if any. The Whistle
Blower Policy complies with the requirements of
vigil mechanism as stipulated under Section 177 of
the Companies Act, 2013 and other applicable laws,
rules and regulations. The details of establishment
of the Whistle Blower Policy/vigil mechanism
have been disclosed on the website of the Bank at
https://www.icicibank.com/about-us/other-policies.

CEO/CFO Certification

In terms of the SEBI Listing Regulations, the
certification by the Managing Director & CEO and
Chief Financial Officer on the financial statements
and internal controls relating to financial reporting
has been obtained.

Details of utilisation of funds

During the year under review, the Bank has not raised
any funds through preferential allotment or Qualified
Institutions Placement.

The Bank raised ' 30,000.00 million through issue
of senior unsecured redeemable long term bonds in
the nature of debentures on private placement basis
during fiscal 2025. There is no deviation in utilisation
of the funds.

Fees to statutory auditors

The details of fees pertaining to services provided
by the statutory auditors and entities in the network
firm/network entity of which the statutory auditors
are a part, to ICICI Bank Limited and its subsidiaries
during the year ended March 31, 2025 are given in
the following table:

Nature of service	Amount in ?1,2
Audit	71,991,000
Certification and other audit	11,229,530
related services	Â
Total	83,220,530

¹Â Â Â Â Excludes taxes and out of pocket expenses.

²Â Â Â Â Includes payments made to previous joint statutory
auditors, M/s. M S K A & Associates, Chartered Accountants
and M/s. KKC & Associates LLP, Chartered Accountants
amounting to ' 14,455,000.

Recommendations of mandatory committees

All the recommendations made by the committees
of the Board mandatorily required to be constituted
by the Bank under the Companies Act, 2013 and the
SEBI Listing Regulations were accepted by the Board.

Credit Rating as on March 31, 2025

Foreign currency denominated instruments issued by
the Bank

Instrument type	Moody's	S&P
Senior unsecured medium term notes	Baa3	BBB-
Certificate of Deposits	P-3	-

Rupee denominated instruments issued by the Bank

Instrument type	CARE	ICRA	CRISIL
Tier II bonds (Basel III)	CARE AAA	[ICRA] AAA	-
Additional Tier 1 bonds (Basel III)	CARE AA+	[ICRA] AA+	CRISIL AA+
Unsecured redeemable bonds	CARE AAA	[ICRA] AAA	CRISIL AAA
Lower Tier II Bond	CARE AAA	[ICRA] AAA	-
Long term bonds issued by erstwhile ICICI Limited	CARE AAA	[ICRA] AAA	CRISIL AAA
Issuer rating (assigned on October 30, 2024)	-	[ICRA] AAA	-
Certificate of Deposits	CARE A1+	[ICRA] A1+	-
Fixed deposits	CARE AAA	[ICRA] AAA	-

Moody's: Moody's Investors Services
S&P: S&P Global Ratings
CARE: CARE Ratings Limited, India
ICRA: ICRA Limited, India
CRISIL: CRISIL Limited, India

Certificate from a Company Secretary in
practice

In terms of the SEBI Listing Regulations, the Bank has
obtained a Certificate from a Company Secretary in
practice that none of the Directors on the Board of the
Bank have been debarred or disqualified from being

appointed or continuing as directors of companies by
the Securities and Exchange Board of India/Ministry
of Corporate Affairs or any such statutory authority.
The Certificate of Company Secretary in practice is
annexed herewith as Annexure C.

Board of Directors

ICICI Bank has a broad-based Board of Directors,
constituted in compliance with the Banking Regulation
Act, 1949, the Companies Act, 2013 and the SEBI
Listing Regulations and in accordance with good
corporate governance practices. The Board functions

either as a full Board or through various committees
constituted to oversee specific operational areas.

The Board of the Bank at March 31, 2025 consisted of
twelve Directors, out of which eight were Independent
Directors and four were Executive Directors.

There were nine Meetings of the Board during the year
- April 27, May 22, June 29, July 27, September 11,
October 26 and December 13 in 2024 and January 25
and March 17-19 in 2025.

There were no inter-se relationships between any of
the Directors.

The names of the Directors, their attendance at Board meetings during the year, attendance at the last AGM and details
of other directorships and Board committee memberships held by them at March 31, 2025 are set out in the following
table:

Â	Board	Attendance at last AGM (August 29, 2024)	Number of directorships		Number	Â
Name of Director	Meetings attended during the year		of other Indian public limited companies	of other Indian companies	of other committee member¬ ships1	Directorships in other listed entity and category of directorship
Independent Directors		Â	Â	Â	Â	Â
Girish Chandra Chaturvedi, (Director and Chairperson upto June 30, 2024) (DIN: 00110996)	3/3	Not applicable	Â	Â	Â	Â
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024) (DIN: 00145126)	9/9	Present	1	1	Â	Glenmark Pharmaceuticals Limited (ID)
Neelam Dhawan (DIN: 00871445)	9/9	Present	5	-	6(2)	•    Hindustan Unilever Limited (ID) •    Tech Mahindra Limited (ID)
Uday Chitale (Director upto October 19, 2024) (DIN: 00043268)	5/5	Present	Â	Â	Â	Â
Radhakrishnan Nair (DIN: 07225354)	9/9	Present	5	4	8(4)	•    ICICI Prudential Life Insurance Company Limited (ID) •    ICICI Securities Primary Dealership Limited (ID) •    Geojit Financial Services Limited (ID) •    Inditrade Capital Limited (ID)
Hari L. Mundra (Director upto October 25, 2024) (DIN: 00287029)	5/5	Present	Â	Â	Â	Â

Name of Director	Board Meetings attended during the year	Attendance at last AGM (August 29, 2024)	Number of directorships		Number of other committee member¬ ships1	Directorships in other listed entity and category of directorship
			of other Indian public limited companies	of other Indian companies
B. Sriram (DIN: 02993708)	9/9	Present	5	2	4(1)	•    Nippon Life India Asset Management Limited (ID) •    TVS Motor Company Limited (ID) •    TVS Supply Chain Solutions Limited (ID)
S. Madhavan (DIN: 06451889)	9/9	Present	5	3	6(4)	•    Sterlite Technologies Limited (ID) •    Procter & Gamble Health Limited (ID) •    Eicher Motors Limited (ID) •    Welspun Enterprises Limited (ID)
Vibha Paul Rishi (DIN: 05180796)	9/9	Present	2	Â	3(2)	•    ICICI Prudential Life Insurance Company Limited (ID) •    Piramal Pharma Limited (ID)
Rohit Bhasin (Director w.e.f. July 26, 2024) (DIN: 02478962)	6/6	Present	5	3	8(5)	•    Yatra Online Limited (ID) •    Star Health and Allied Insurance Company Limited (ID) •    Dr Lal PathLabs Limited (ID)
Punit Sood (Director w.e.f. October 1, 2024) (DIN: 00033799)	4/4	Not applicable	1	Â	1(0)	Â
Executive Directors
Sandeep Bakhshi, Managing Director & Chief Executive Officer (DIN: 00109206)	9/9	Present	Â	Â	Â	Â
Sandeep Batra (DIN: 03620913)	9/9	Present	4	Â	3(0)	•    ICICI Lombard General Insurance Company Limited (NED) •    ICICI Prudential Life Insurance Company Limited (NED)
Rakesh Jha (DIN: 00042075)	9/9	Present	4	Â	1(1)	•    ICICI Home Finance Company Limited (NED) •    ICICI Lombard General Insurance Company Limited (NED)
Ajay Kumar Gupta (DIN: 07580795)	9/9	Present	-	1	1(0)	-

Independent Director (ID)

Non-executive Director (NED)

¹Â Includes only chairpersonship/membership of Audit Committee and Stakeholders' Relationship Committee of other Indian public limited
companies. Figures in parentheses indicate committee chairpersonships.

The profiles of the Directors can be viewed on the website of the Bank at https://www.icicibank.com/about-us/bod-1.

The Bank has identified the core skills/expertise/competence of the Board of Directors as required under Section 10A(2)
(a) of the Banking Regulation Act, 1949 in the context of its business(s) and the sectors(s) for it to function effectively and
has been in compliance with the same.

The details of the core skills/expertise/competence possessed by the directors of the Bank is detailed as under:

Name of Director	Areas of expertise
Pradeep Kumar Sinha	Agriculture and rural economy, Banking, Co-operation, Economics, Finance, Small Scale Industry, Payment and Settlement Systems, Human Resources, Risk Management, Business Management, Energy and Infrastructure, Urban Development
Neelam Dhawan	Banking, Information Technology, Human Resources, Business Management, Corporate Governance, Business Strategy
Radhakrishnan Nair	Accountancy, Agriculture and Rural Economy, Banking, Co-operation, Economics, Finance, Law, Small Scale Industry, Payment and Settlement Systems, Human Resources, Risk Management, Business Management, Insurance, Securities, Treasury Management, Foreign Exchange Management, Information Technology, Investor Protection
B. Sriram	Banking, Finance, Small Scale Industry, Information Technology, Payment and Settlement Systems, Credit and Risk, Treasury, Insolvency & Bankruptcy
S. Madhavan	Accountancy, Banking, Economics, Finance, Law, Information Technology, Human Resources, Risk Management, Business Management, Strategy, Business Operations, Governance, Taxation
Vibha Paul Rishi	Consumer Insight & Marketing, Strategy, Accountancy, Agriculture and rural economy, Economics, Finance, Information Technology, Human Resources, Risk Management, Business Management
Rohit Bhasin	Accountancy, Banking, Finance, Human Resources, Risk Management, Business Management
Punit Sood	Banking, Finance, Information Technology, Human Resources, Business Management
Sandeep Bakhshi	Banking, Finance, Business Management, Insurance
Sandeep Batra	Accountancy, Banking, Finance, Law, Information Technology, Human Resources, Risk Management, Business Management, Insurance, Securities, Governance, Economics
Rakesh Jha	Banking, Business Management, Risk Management, Finance, Accountancy, Economics, Information Technology
Ajay Kumar Gupta	Banking, Business Management, Risk Management, Finance, Accountancy, Small Scale Industry, Payment and Settlement System, Information Technology

The Board has constituted various committees, namely, Audit Committee, Board Governance, Remuneration & Nomination
Committee, Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud Monitoring
Committee, Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship Committee and
Review Committee (Gross Principal Outstanding > Rs. 750.0 million) for identification & classification of wilful defaulters.

With effect from June 30, 2019, the quorum of the Board committees was increased from at least two members to at
least three members, to transact business at any Board committee meeting and in case where the committee comprises
of two members only or where two members are participating, then any Independent Director may attend the meeting to
fulfil the requirement of three members.

Name	Audit	Board Governance, Remuneration & Nomination	Corporate Social Responsibility	Customer Service	Credit	Fraud Monitoring	Information Technology Strategy	Risk	Stakeholders Relationship	Review1
Pradeep Kumar Sinha	Â	M	C	Â	Â	Â	Â	M	Â	Â
Neelam Dhawan	Â	C	Â	Â	Â	M	M	Â	Â	Â
Radhakrishnan Nair	Â	Â	M	Â	M	C	Â	Â	Â	Â
B. Sriram	Â	M	Â	Â	M	Â	C	Â	Â	Â
S. Madhavan	C	Â	Â	M	Â	Â	Â	M	Â	Â
Vibha Paul Rishi	Â	Â	M	C	Â	M	Â	Â	C	Â
Rohit Bhasin	M	Â	M	Â	Â	Â	Â	C	Â	Â
Punit Sood	M	Â	Â	Â	Â	Â	M	M	Â	Â
Sandeep Bakhshi	Â	Â	Â	M	C	Â	Â	Â	Â	C
Sandeep Batra	Â	Â	Â	Â	Â	Â	M	M	M	Â
Rakesh Jha	Â	Â	M	M	M	M	Â	Â	Â	Â
Ajay Kumar Gupta	Â	Â	Â	Â	Â	Â	M	Â	M	Â

C: Chairperson
M: Member

¹Â In respect of Review Committee (Gross Principal Outstanding > Rs. 750.0 million) for identification & classification of wilful defaulters,
any two Independent Directors constitute the quorum along with the Managing Director & CEO.

The terms of reference of the Board committees as
mentioned above, their composition and attendance of the
respective Members at the various committee meetings
held during fiscal 2025 are set out below:

II. Audit Committee
Terms of Reference

The Audit Committee provides direction to the audit
function and monitors the quality of internal and
statutory audit. The responsibilities of the Audit
Committee include examining the financial statements
and auditors’ report and overseeing the financial
reporting process to ensure fairness, sufficiency
and credibility of financial statements, review of the
quarterly and annual financial statements before
submission to the Board, review of management’s
discussion & analysis, recommendation of
appointment, terms of appointment, remuneration
and removal of statutory auditors and chief internal
auditor, approval of payment to statutory auditors for
other permitted services rendered by them, reviewing
and monitoring with the management the auditor’s
independence and the performance and effectiveness

of the audit process, approval of transactions with
related parties or any subsequent modifications and
utilization of loans and/or advances from/investment
by the Bank in its subsidiaries. The Audit Committee
also reviews the functioning of the Whistle-Blower
Mechanism, adequacy of internal control systems and
the internal audit function, compliance with inspection
and audit reports and reports of statutory auditors,
findings of internal investigations, management
letters/letters on internal control weaknesses issued
by statutory auditors/internal auditors, investment
in shares and advances against shares. The Audit
Committee responsibilities also include reviewing with
the management the statement of uses/application
of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds
utilised for the purposes other than those stated in
the offer document/prospectus/notice and the report
submitted by the monitoring agency, monitoring
the utilization of proceeds of a public or rights issue
and making appropriate recommendations to the
Board to take steps in this matter, discussion on the
scope of audit with external auditors, examination of

reasons for substantial defaults, if any, in payment
to stakeholders, valuation of undertakings or assets,
evaluation of risk management systems and scrutiny
of inter-corporate loans and investments. The Audit
Committee is also empowered to appoint/oversee
the work of any registered public accounting firm,
establish procedures for receipt and treatment of
complaints received regarding accounting, internal
accounting controls and auditing matters and
engage independent counsel as also provide for
appropriate funding for compensation to be paid to
any firm/advisors. In addition, the Audit Committee
also exercises oversight on the regulatory compliance
function of the Bank. The Committee also considers
and comments on rationale, cost-benefits and
impact of schemes involving merger/demerger/
amalgamation etc., on the Bank and its shareholders.
The Audit Committee is also empowered to approve
the appointment of the Chief Financial Officer
(i.e., the whole-time Finance Director or any other
person heading the finance function or discharging
that function) after assessing the qualifications,
experience and background, etc. of the candidate.

Composition

There were twelve meetings of the Committee during
the year - April 24, April 27, June 29, July 15, July 25,
July 26, October 24, October 25 and December 12 in
2024 and January 23, January 24 and February 28¹Â in
2025. The details of the composition of the Committee
and attendance at its meetings held during the year
are set out in the following table:

Name of Member	Number of meetings attended
S. Madhavan, Chairperson (Chairperson w.e.f. October 1, 2024)	12/12
Uday Chitale (Member and Chairperson upto September 30, 2024)	6/6
Radhakrishnan Nair (upto September 30, 2024)	6/6
Rohit Bhasin (w.e.f. July 27, 2024)	6/6
Punit Sood (w.e.f. October 1, 2024)	5/6

¹Â To fulfill the quorum requirement of three members, Vibha
Paul Rishi attended the Committee meeting in place of
Punit Sood who was granted leave of absence.

Terms of Reference

The functions of the Committee include recommending
appointments of Directors to the Board, identifying
persons who are qualified to become Directors
and who may be appointed in senior management
in accordance with the criteria laid down and
recommending to the Board their appointment and
removal, formulate a criteria for the evaluation of the
performance of the wholetime/Independent Directors
and the Board and to extend or continue the term of
appointment of Independent Directors on the basis of
the report of performance evaluation of Independent
Directors, recommending to the Board a policy relating
to the remuneration for the Directors, key managerial
personnel and other employees, recommending to
the Board the remuneration (including performance
bonus and perquisites) to wholetime Directors and
senior management personnel. The functions also
include approving the policy for and quantum of
bonus payable to the members of the staff including
senior management and key managerial personnel,
formulating the criteria for determining qualifications,
positive attributes and independence of a Director,
framing policy on Board diversity, framing guidelines
for the Employees Stock Option Scheme /Employees
Stock Unit Scheme and decide on the grant of options/
units to employees and wholetime Directors of the
Bank and its subsidiary companies.

Composition

There were six meetings of the Committee during the
year - April 26, 2024, June 29, 2024, July 24, 2024,
October 25, 2024, January 24, 2025 and March 26,
2025. The details of the composition of the Committee
and attendance at its meetings held during the year
are set out in the following table:

Name of Member	Number of
	meetings attended
Neelam Dhawan, Chairperson	6/6
Girish Chandra Chaturvedi (upto June 30, 2024)	2/2
B. Sriram	6/6
Pradeep Kumar Sinha	6/6

Policy/Criteria for Directors’ Appointment

The Bank with the approval of its BGRNC has put
in place a policy on Directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes and independence
of a Director as well as a policy on Board diversity. The
policy has been framed based on the broad principles
as outlined hereinafter. The Committee evaluates the
composition of the Board and vacancies arising in
the Board from time to time. The Committee, while
recommending candidature of a Director considers
the special knowledge or expertise possessed by the
candidate as required under the Banking Regulation
Act, 1949. The Committee assesses the fit and proper
credentials of the candidate and the companies/
entities with which the candidate is associated
either as a director or otherwise and as to whether
such association is permissible under RBI guidelines
and the internal norms adopted by the Bank. For the
above assessment, the Committee is guided by the
guidelines issued by RBI in this regard.

The Committee also evaluates the prospective
candidate for the position of a Director from
the perspective of the criteria for independence
prescribed under the Companies Act, 2013 as well
as the SEBI Listing Regulations. For a Non-executive
Director to be classified as Independent he/she must
satisfy the criteria of independence as prescribed and
sign a declaration of independence. The Committee
reviews the same and determines the independence
of a Director.

The Committee based on the above assessments
makes suitable recommendations on the appointment
of Directors to the Board.

Remuneration policy

The Compensation Policy of the Bank is in line with the
RBI circulars and in compliance with the requirements
for the Remuneration Policy as prescribed under the
Companies Act, 2013. The Policy is divided into the
segments, Part A, Part B and Part C where Part A
covers the requirements for wholetime Directors
& employees pursuant to RBI guidelines, Part B
relates to compensation to Non-executive Directors
(other than Government Nominee Director and
Non-executive Part-time Chairperson) and Part C
relates to compensation to Non-executive Part-time
Chairperson. The Compensation Policy is available

on the website of the Bank at https://www.icicibank.
com/about-us/other-policies.

The remuneration payable to Non-executive/
Independent Directors is governed by the provisions
of the Banking Regulation Act, 1949, RBI guidelines
issued from time to time and the provisions of the
Companies Act, 2013 and related rules to the extent
these are not inconsistent with the provisions of the
Banking Regulation Act, 1949/RBI guidelines.

The remuneration for the Non-executive/Independent
Directors (other than Government Nominee Director
and Non-executive Part-time Chairperson) consists
of sitting fee for attending each meeting of the
committee/Board as approved by the Board.

In addition to sitting fee, Non-executive Directors
(other than Non-executive Part-time Chairperson
and the Government Nominee Director) are also
entitled to a fixed remuneration of ' 3,000,000 per
annum with effect from February 10, 2024 which has
been approved by the Members through Postal Ballot
on May 14, 2024.

For the Non-executive Part-time Chairperson, the
remuneration, in addition to sitting fee includes such
fixed payments as may be recommended by the Board
and approved by the Members and RBI, maintaining
a Chairperson's office at the Bank’s expense, bearing
expenses for travel on official visits and participation
in various forums (both in India and abroad) as
Chairperson of the Bank and bearing travel/halting/
other expenses and allowance for attending to duties
as Chairperson of the Bank and any other modes of
remuneration as may be permitted by RBI through
any circulars/guidelines as may be issued from time
to time.

For the Non-executive Part-time Chairperson, the
Members through Postal Ballot on May 14, 2024
and RBI have approved the fixed remuneration of
' 5,000,000 per annum with effect from April 1, 2024.

All the Non-executive/Independent Directors would
be entitled to reimbursement of expenses for
attending Board/committee meetings, official visits
and participation in various forums on behalf of
the Bank.

Performance evaluation of the Board,
Committees and Directors

The Bank, on the recommendation of BGRNC and
approval of the Board, has put in place a framework

for evaluation of the Board, Directors, Chairperson
and Committees.

The evaluations for the Directors, the Board,
Chairperson of the Board and the Board level
committees is carried out through circulation of
different questionnaires. The performance of the
Board is assessed on select parameters related to
roles, responsibilities and obligations of the Board,
relevance of Board discussions, attention to strategic
issues, performance on key areas, providing feedback
to executive management and assessing the quality,
quantity and timeliness of flow of information
between the management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.

The evaluation criteria for the Directors is based
on their participation, contribution and offering
guidance to and understanding of the areas which
were relevant to them in their capacity as members
of the Board.

The evaluation criteria for the Chairperson of the
Board besides the general criteria adopted for
assessment of all Directors, focuses on leadership
abilities, effective management of meetings and
preservation of interest of stakeholders.

The evaluation of the committees is based on
assessment of the clarity with which the mandate
of the committee is defined, effective discharge of
terms of reference of the committees and assessment
of effectiveness of contribution of the committee’s
deliberation/recommendations to the functioning/
decisions of the Board. The Bank has taken effective
steps with regards to the action points arising out of
performance evaluation process for fiscal 2024. The
performance evaluation process for fiscal 2025 was
conducted through a comprehensive survey using
an electronic survey platform and was completed to
the satisfaction of the Board. The Board of Directors
also identified specific action points arising out of
the overall evaluation which would be executed as
directed by the Board.

The evaluation process for wholetime Directors is
further detailed in note no. 52 of Schedule 18 of the
financial statements.

Details of Remuneration paid to Executive
Directors

The BGRNC determines and recommends to the Board
the amount of remuneration, including performance
bonus and perquisites, payable to Managing Director
& CEO and Wholetime Directors.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid in fiscal 2025:

Â	Sandeep Bakhshi	Sandeep Batra	Rakesh Jha	Ajay Kumar Gupta
Â	2024-25	2024-25	2024-25	2024-25
Basic	3,46,47,600	2,96,69,760	2,96,69,760	2,96,69,760
Performance bonus paid in fiscal 20251	3,32,79,625	2,90,12,031	2,67,14,074	1,54,71,609
Allowances and perquisites1	2,95,54,170	2,65,72,054	2,72,09,251	2,85,25,635
Contribution to provident fund	41,57,712	35,60,376	35,60,376	35,60,376
Contribution to superannuation fund	-	-	-	-
Contribution to gratuity fund	28,86,145	24,71,491	24,71,491	24,71,491
Stock options2 (Number)	2,54,100	1,96,000	1,96,000	1,41,490

¹Â Â Â Â Bonus amounts earned for fiscal 2024 were subject to deferment policy of the Bank in-line with the regulatory stipulations. The
above table represent payouts of the non-deferred portion of the bonus amount pertaining to fiscal 2024. The balance amount
shall be equally deferred over a period of three years. The amounts also include the deferred portion of the bonus amount
approved in earlier years that was paid during fiscal 2025.

Perquisites (evaluated as per Income-tax rules,
wherever applicable, and otherwise at actual cost to
the Bank in other cases) such as the benefit of the Bank’s
furnished accommodation, furnishings, club fees,
group insurances (medical insurance, life insurance
and personal accident insurance), use of car, running
and maintenance of cars including drivers, telephone/
IT assets at residence or reimbursement of expenses
in lieu thereof, payment of income-tax on perquisites
by the Bank to the extent permissible under the
Income-tax Act, 1961 and rules framed thereunder,
leave and leave travel concession, education and
other benefits, provident fund, superannuation fund,
gratuity and other retirement benefits, in accordance
with the scheme(s) and rule(s) applicable from time
to time to retired wholetime Directors of the Bank or
the members of the staff. In line with the staff loan
policy applicable to specified grades of employees
who fulfil prescribed eligibility criteria to avail loans
for purchase of residential property, the Wholetime
Directors are also eligible for housing loans. The stock
options vest in a graded manner over a three-year
period, with 30%, 30% and 40% of the grant vesting
in each year, commencing from the end of 12 months
from the date of the grant. The options so vested
are to be exercised within 5 years from the date of
vesting.

The Bank does not pay any severance fees to its
Managing Director & CEO or to its Wholetime
Directors. The tenure of the office of Managing Director
& CEO and the Wholetime Directors of the Bank is
in the range of two to five years. The appointment
is subject to approval of RBI and the Members. The
notice period for each of them is as specified in their
respective terms of appointments is two months.

Neither the Managing Director & CEO nor the
Wholetime Directors received any remuneration or
commission from any of the subsidiary companies.
During fiscal 2025, Sandeep Bakhshi exercised
certain stock options of ICICI Life, subsidiary of
the Bank which were granted to him during his
employment with ICICI Life. The Bank does not have
any holding company.

Remuneration disclosures as required under
the RBI Guidelines

The remuneration related disclosures as required
under the RBI Guidelines on Compensation of Whole
Time Directors/Chief Executive Officers/Material Risk

Takers and Control Function staff are disclosed in note
no. 52 of Schedule 18 of the financial statements.

Details of Remuneration to Non-executive
Directors

Information on the sitting fees and remuneration paid
to each Non-executive Director during fiscal 2025 is
set out in the following table:

Name of Director	Sitting Fees1	Remuneration2
Girish Chandra Chaturvedi (Director & Chairperson upto June 30, 2024)	1,100,000	1,250,000
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024)	2,700,000	4,620,879
Neelam Dhawan	3,000,000	3,140,110
Uday Chitale (Director upto October 19, 2024)	1,400,000	1,640,110
Radhakrishnan Nair	3,500,000	3,140,110
Hari L. Mundra (Director upto October 25, 2024)	2,500,000	1,640,110
B. Sriram	5,100,000	3,140,110
S. Madhavan	3,700,000	3,140,110
Vibha Paul Rishi	2,800,000	3,140,110
Rohit Bhasin (Director w.e.f. July 26, 2024)	1,800,000	2,046,195
Punit Sood (Director w.e.f. October 1, 2024)	1,700,000	1,500,000

¹Â Â Â Â The Independent Directors of the Bank including Chairperson
receive sitting fees of ' 100,000 for attending each meeting
of the Board/committee as approved by the Board. Sitting
fees for one committee meeting held in fiscal 2024 was paid
in fiscal 2025.

²Â Â Â Â The Board at its meeting held on February 15-17, 2024
and the Members through Postal Ballot on May 14, 2024
approved the increase in fixed remuneration payable to
Non-executive Directors (excluding Part-time Chairperson
and Director nominated by Government of India) from
' 2,000,000 per annum to ' 3,000,000 per annum with effect
from February 10, 2024. The differential remuneration for the
period with effect from February 10, 2024 till March 31, 2024
has been paid to the Non-executive Directors (other than
Part-time Chairperson) on proportionate basis in fiscal 2025.

Disclosures required with respect to Section
197(12) of the Companies Act, 2013

The ratio of the remuneration of each director to the
median employee’s remuneration and such other details
in terms of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and as amended from time to time.

(i) The ratio of the remuneration of each director
to the median remuneration of the employees
of the company for the financial year;

Independent Directors1	Â
Girish Chandra Chaturvedi (Director & Chairperson upto June 30, 2024)	3.79:1
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024)	11.82:1
Neelam Dhawan	9.92:1
Uday Chitale (Director upto October 19, 2024)	4.91:1
Radhakrishnan Nair	10.72:1
Hari L. Mundra (Director upto October 25, 2024)	6.69:1
B. Sriram	13.31:1
S. Madhavan	11.05:1
Vibha Paul Rishi	9.59:1
Rohit Bhasin (Director w.e.f. July 26, 2024)	6.21:1
Punit sood (Director w.e.f. October 1, 2024)	5.17:1
Executive Directors	Â
Sandeep Bakhshi	115:1
Sandeep Batra	100:1
Rakesh Jha	100:1
Ajay Kumar Gupta	100:1

¹Â The Independent Directors of the Bank including
Chairperson receive sitting fees for attending each
Meeting of the Board/Committee as approved by the
Board. The ratio of remuneration as stated in point (i)
above is calculated after considering sitting fees and
fixed remuneration paid during fiscal 2025.

(ii) The percentage increase in remuneration of
each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or
Manager, if any, in the financial year;

Sandeep Bakhshi,	1%
Managing Director & CEO	Â
Sandeep Batra, Executive Director	1%

Rakesh Jha, Executive Director	1%
Ajay Kumar Gupta, Executive Director	1%
Anindya Banerjee,	2%
Group Chief Financial Officer	Â
Prachiti Lalingkar, Company Secretary	16%

(iii) The percentage increase in the median
remuneration of employees in the financial
year;

The percentage increase in the median
remuneration of employees in the financial year
was around 11.4%.

(iv)    The number of permanent employees on the
rolls of company;

The number of employees, as mentioned in
the section on ‘Management’s Discussion &
Analysis’ is 130,957. Out of this, the employees
on permanent rolls of the Bank are 129,177
including employees in overseas locations.

(v)    Average percentile increase already made
in the salaries of employees other than the
managerial personnel in the last financial
year and its comparison with the percentile
increase in the managerial remuneration and
justification thereof and point out if there are
any exceptional circumstances for increase in
the managerial remuneration;

The average percentage increase made in
the salaries of total employees other than the
Key Managerial Personnel for fiscal 2025 was
around 9.6%, while the average increase in the
remuneration of the Key Managerial Personnel
was in the range of 1%-16%.

(vi)    Affirmation that the remuneration is as per
the remuneration policy of the company.

Yes

Particulars of Senior Management Personnel
(SMP)

(a) Changes in SMP during fiscal 2025

Prabhat Singh, Rajendra Khandelwal,
Soumendra Mattagajasingh and Vipul Agarwal
were included in the list of senior management
based on the eligibility criteria approved by the
Board. Atul Kumar, Bijith Bhaskar, Divyesh Shah,
Manish Maheshwari, Partha Dey, Pramod Dubey,

Pranav Mishra, Pravendra Shah, Rajesh Iyer,
Shamala Potnis, Sriram Hariharan, Swanandi
Phalnikar, T K Srirang, Vikas Agarwal and Vikas
Singhvi were excluded from the list of senior
management either owing to their retirement/
resignation from the Bank, movement to
Group company or changes in the organisation
structure.

(b) List of SMP as on March 31, 2025

Anindya Banerjee (Group Chief Financial Officer),
Anish Madhavan (Head - Cards, Payment
Solutions, E-Commerce Ecosystem, Merchant
Ecosystem and Consumer Finance), Anubhuti
Sanghai (Head - Transaction Banking, Supply
Chain Finance and Retail Trade Products), Anuj
Bhargava (Head - Global Clients Group, Multi
National Clients, Public Sector Undertaking and
Advisory), Atul Arora (Head - Assets, Business
Banking and Debt Service Management Group),
Balaji V.V. (Chief Technology Officer), G Srinivas
(Group Chief Risk Officer), Hitesh Sachdev
(Head - Start Up Engagement and Investments),
Nilanjan Sinha (General Counsel), Pankaj Kohli
(Head - Business Banking Credit and Process
Management), Prabhat Singh (Head - Retail
Credit & Process Management - Retail Banking,
Mortgage Valuation Group), Prachiti Lalingkar
(Company Secretary), Prasanna Balachander
(Group Head - Global Markets - Sales, Trading
and Research), Rajendra Khandelwal (Group
Chief Internal Auditor), Rajesh Rai (Business
Head - Retail and Business Banking), Rohit
Poddar (Head - Operations Group), Sanjay
Singhvi (Head - Trust Association Societies
& Clubs and Government Banking Group),
Sidharatha Mishra (Head - Digital Channels &
Partnerships and Customer Service), Soumendra
Mattagajasingh (Group Chief Human Resources
Officer and Head Infrastructure Management
& Services Group), Subir Saha (Group Chief
Compliance Officer), Sujit Ganguli (Head -
Corporate Brand and Communications), Sumit
Sanghai (Head - Large Clients Group, Capital
Markets, Construction Realty & Funding Group,
Asset Evaluation & Monetization, Custody and
Financial Sponsors), Vipul Agarwal (Head -
Data Science and Analytics), Vyom Upadhyay
(Deputy Chief Technology Officer).

The functions of the Committee include review
of corporate social responsibility (CSR) initiatives
undertaken by the ICICI Group and the ICICI
Foundation for Inclusive Growth, formulation and
recommendation to the Board of a CSR Policy
indicating the activities to be undertaken by the Bank
and recommendation of the amount of expenditure
to be incurred on such activities, identifying the focus,
from among the themes specified in Schedule VII of the
Companies Act, 2013, for initiatives to be undertaken
by the Bank, reviewing and recommending the annual
CSR plan to the Board with details of CSR initiatives
and projects and schedule of implementation, making
recommendations to the Board with respect to the
CSR initiatives, policies and practices of the ICICI
Group, monitoring the CSR activities, implementation
and compliance with the CSR Policy, reviewing the
submissions to be made to the Board with respect
to implementation of the annual CSR action plan
including the disbursement of funds for the purposes
and manner as approved, implementation of on¬
going projects as per approved timelines and year-
wise allocation of funds, any modifications to be
suggested to on-going projects, earmarking unspent
CSR amount, if any, in subsequent periods as
prescribed in the Companies Act, 2013 and suggest
deployment of any amount spent in excess of the
requirement for set-off in subsequent years, reviewing
impact assessment of projects, and reviewing and
implementing, if required, any other matter related to
CSR initiatives as recommended/suggested by RBI or
any other body.

Composition

There were two meetings of the Committee during the
year - June 7, 2024 and January 23, 2025. The details
of the composition of the Committee and attendance
at its meetings held during the year are set out in the
following table:

Name of Member	Number of
	meetings attended
Pradeep Kumar Sinha, Chairperson (Chairperson w.e.f. July 1, 2024)	2/2
Girish Chandra Chaturvedi (Member and Chairperson upto June 30, 2024)	1/1

Name of Member	Number of meetings attended
Radhakrishnan Nair	2/2
Uday Chitale (upto September 30, 2024)	1/1
Vibha Paul Rishi	2/2
Rohit Bhasin (w.e.f. October 1, 2024)	1/1
Rakesh Jha	2/2

Details about the policy developed and
implemented by the Company on CSR
initiatives taken during the year

ICICI Bank has a long-standing commitment towards
socio-economic development through CSR initiatives.
The CSR Policy sets the framework guiding the CSR
activities to be undertaken. The CSR activities are
primarily in the areas of healthcare and sanitation,
environment and ecology, livelihoods and community
development including financial literacy, fraud
awareness and other activities as may be permitted
under applicable law. The activities are implemented
either directly or through the ICICI Foundation for
Inclusive Growth.

The CSR policy was reviewed and updated in
June 2024 to facilitate the Bank’s endeavour to take up
multi-year CSR projects to make sustainable impact.
The CSR policy was also reviewed and updated in
June 2025 to specify the frequency as annual for
review of the CSR Policy, and to include enablers for,
as well as, to elaborate the list of CSR activities and
initiatives being and proposed to be undertaken by
the Bank across various thematic areas. The CSR
policy has been hosted on the website of the Bank
at https://www.icicibank.com/about-us/corporate-
social-responsibility.

The Annual Report on the Bank’s CSR activities is
annexed herewith as Annexure D.

V. Credit Committee
Terms of Reference

The functions of the Committee, inter alia, includes
review of developments in key industrial sectors, major
credit portfolios and approval of credit proposals as per
the authorisation approved by the Board.

Composition

There were twenty eight meetings of the Committee
during the year - April 12, April 29, May 13,
May 22, June 6, June 18, June 28, July 10, July 30,
August 13¹Â (two meetings), August 28, September 12,

September 19, September 27, October 19, October 30,
November 8, November 29, December 10, December 19
and December 27 in 2024 and January 18, January 29,
February 13, March 7, March 15 and March 29 in
2025. The details of the composition of the Committee
and attendance at its meetings held during the year
are set out in the following table:

Name of Member	Number of meetings attended
Sandeep Bakhshi, Chairperson	28/28
Hari L. Mundra (upto September 30, 2024)	14/15
B. Sriram	28/28
Radhakrishnan Nair (w.e.f. October 1, 2024)	13/13
Rakesh Jha	26/28

¹Â To fulfill the quorum requirement of three members, Neelam
Dhawan attended one meeting of the Committee in place
of Hari L. Mundra who was granted leave of absence.

VI. Customer Service Committee
Terms of Reference

The functions of this Committee include review
of customer service initiatives, overseeing the
functioning of the Standing Committee on Customer
Service (Customer Service Council) and evolving
innovative measures for enhancing the quality of
customer service and improvement in the overall
satisfaction level of customers.

Composition

There were six meetings of the Committee during
the year - April 12, 2024, May 17, 2024, June 26,
2024, September 27, 2024, December 12, 2024 and
February 14, 2025. The details of the composition of
the Committee and attendance at its meetings held
during the year are set out in the following table:

Name of Member	Number of meetings attended
Vibha Paul Rishi, Chairperson	6/6
Hari L. Mundra (upto September 30, 2024)	4/4
S. Madhavan (w.e.f. October 1, 2024)	2/2
Sandeep Bakhshi	6/6
Rakesh Jha	6/6

The Committee monitors and reviews all the frauds
involving an amount of ' 30.00 million and above with
the objective of identifying the systemic lacunae and
suggest mitigating measures for strengthening the
internal controls, risk management framework, if any.
The functions of this Committee include identifying
the reasons for delay in detection of fraud, if any in
reporting to top management of the Bank and RBI.
The status of filing of complaint with law enforcement
agencies and recovery position is also monitored by
the Committee. The Committee also ensures that staff
accountability is examined at all levels in all the cases
of frauds and staff side action, if required, is completed
quickly without any delay. The role of the Committee is
also to review the efficacy of the remedial action taken
to prevent recurrence of frauds.

Composition

There were five meetings of the Committee during
the year - April 20, 2024, June 5, 2024, July 24, 2024,
October 25, 2024 and January 24, 2025. The details
of the composition of the Committee and attendance
at its meetings held during the year are set out in the
following table:

Name of Member	Number of meetings attended
Radhakrishnan Nair, Chairperson	5/5
S. Madhavan (upto September 30, 2024)	3/3
Neelam Dhawan	5/5
Vibha Paul Rishi (w.e.f. October 1, 2024)	2/2
Sandeep Bakhshi (upto September 30, 2024)	3/3
Rakesh Jha	5/5

VIII. Information Technology Strategy Committee
Terms of Reference

The functions of the Committee are to approve
strategy for Information Technology (IT) and policy
documents, ensure that IT strategy is aligned
with business strategy, review performance with
reference to IT & IS key risk indicators including
periodic review of such risk indicators, ensure proper

balance of IT investments for sustaining the Bank's
growth, oversee the aggregate funding of IT at Bank-
level, ascertain if the management has resources to
ensure the proper management of IT risks, review
contribution of IT to business, oversee the activities
of Digital Council, review technology from a future
readiness perspective, overseeing key projects
progress & critical IT systems performance including
review of IT capacity requirements and adequacy and
effectiveness of business continuity management
and disaster recovery, review of special IT initiatives,
review cyber risk, consider the RBI inspection report/
directives received from time to time by the Bank in the
areas of information technology and cyber security
and to review the compliance of various actionables
arising out of such reports/directives as may be
deemed necessary from time to time and review
deployment of skilled resources within Technology
and Information Security function to ensure effective
and efficient deliveries.

Composition

There were six meetings of the Committee
during the year - July 5, 2024, August 29, 2024,
November 27, 2024, January 13, 2025, January 18,
2025 and March 15, 2025 (held jointly with Risk
Committee). The details of the composition of the
Committee and attendance at its meetings held during
the year are set out in the following table:

Name of Member	Number of meetings attended
B. Sriram, Chairperson	6/6
Neelam Dhawan	6/6
Punit Sood (w.e.f. October 1, 2024)	4/4
Sandeep Batra	6/6
Rakesh Jha (upto July 26, 2024)	1/1
Ajay Kumar Gupta (w.e.f. July 27, 2024)	5/5

IX. Risk Committee
Terms of Reference

The functions of the Committee are to review ICICI
Bank’s risk management policies pertaining to credit,
market, liquidity, operational, outsourcing, model
risk management, framework for early warning
signals and red flagging of accounts, reputation

risks, business continuity plan and disaster recovery
plan and approve Broker Empanelment Policy
and any amendments thereto. The functions of
the Committee also include setting limits on any
industry or country, review of the ERM framework,
Risk Appetite for the Bank, stress testing framework,
ICAAP and framework for capital allocation; review
of the Basel framework, risk dashboard covering
various risks, outsourcing activities, the activities
of the Asset Liability Management Committee and
the proceedings of the Group Risk Management
Committee. The Committee also carries out Cyber
Security risk assessment. The appointment, removal
and terms of remuneration of the Chief Risk Officer is
subject to review by the Committee. The Committee
coordinates its activities with other committees, in
instances where there is any overlap with activities of
such committees, as per the framework laid down by
the Board of Directors.

Composition

There were ten meetings of the Committee during
the year - April 16, 2024, April 24, 2024, June 10,
2024, June 20, 2024, July 25, 2024, October 25, 2024,
January 24, 2025, February 28, 2025, March 10, 2025
and March 15, 2025 (held jointly with Information
Technology Strategy Committee).

The details of the composition of the Committee and
attendance at its meetings held during the year are
set out in the following table:

Name of Member	Number of meetings attended
Rohit Bhasin, Chairperson (Member w.e.f. July 27, 2024 and Chairperson w.e.f. October 1, 2024)	5/5
S. Madhavan (Chairperson upto September 30, 2024)	10/10
Girish Chandra Chaturvedi (upto June 30, 2024)	4/4
Pradeep Kumar Sinha	10/10
Vibha Paul Rishi (upto September 30, 2024)	5/5
Punit Sood (w.e.f. October 1, 2024)	5/5
Sandeep Batra	10/10

The functions of the Committee include approval
and rejection of transmission of shares, bonds,
debentures, issue of duplicate certificates, allotment
of securities from time to time, redressal and resolution
of grievances of security holders, delegation of
authority for opening and operation of bank accounts
for payment of interest/dividend.

Composition

There were five meetings of the Committee during the
year - April 25, 2024, July 26, 2024, October 25, 2024,
January 23, 2025 and March 26, 2025. The details of
the composition of the Committee and attendance at
its meetings held during the year are set out in the
following table:

Prachiti Lalingkar, Company Secretary of the Bank
acts as the Compliance Officer in accordance with
the requirements of the SEBI Listing Regulations. 346
investor complaints were received in fiscal 2025. At
March 31, 2025, twenty complaints were pending.
The Bank has attended to all the complaints and as
on date, three complaints are pending closure with
the statutory authority.

XI. Review Committee for Identification of Wilful
Defaulters/Non-Co- operative Borrowers

The Managing Director & CEO was the Chairperson
of this Committee and any two independent Directors
comprised the remaining members. The Committee
met once during the year on October 28, 2024.
The meeting was chaired by Sandeep Bakhshi

 

Name of Member	Number of meetings attended
Vibha Paul Rishi, Chairperson (Member and Chairperson w.e.f. October 1, 2024)	3/3
Hari L. Mundra (Member and Chairperson upto September 30, 2024)	2/2
Uday Chitale (upto September 30, 2024)	2/2
Sandeep Batra	5/5
Ajay Kumar Gupta (w.e.f. October 1, 2024)	3/3

and Neelam Dhawan and B. Sriram were also in
attendance.

Pursuant to the revised Master Direction on treatment
of wilful defaulters and large defaulters issued by RBI,
the said Committee has been subsequently dissolved.

XII.    Review Committee (Gross Principal
Outstanding > Rs. 750.0 million) for identification
& classification of wilful defaulters

Pursuant to the revised Master Direction on treatment
of wilful defaulters and large defaulters issued by RBI,
the said Committee was constituted during fiscal 2025.

Terms of Reference

The function of the Committee is to review the order
of the Identification Committee (Gross Principal
Outstanding > Rs. 750.0 million) for identification
& classification of wilful defaulters and confirm the
same for the order to be considered final.

Composition

The Managing Director & CEO is the Chairperson of
this Committee and any two independent Directors
comprise the remaining members. The Committee
met on February 14, 2025. The meeting was chaired
by Sandeep Bakhshi and Neelam Dhawan and
S. Madhavan were also in attendance.

XIII.    Separate Meeting of Independent Directors

I n accordance with Schedule IV of the Companies
Act, 2013 and Regulation 25(3) of the SEBI Listing
Regulations, Independent Directors should meet at

least once in a financial year. During the year, the
Independent Directors met on April 27, 2024 without
the presence of non-independent directors and
members of the management, inter alia, to review the
matters statutorily prescribed under the Companies
Act, 2013 and the SEBI Listing Regulations.

XIV. Other Committees

I n addition to the above, the Board has, from time
to time, constituted various committees, namely,
Committee of Executive Directors, Executive
Investment Committee, Asset Liability Management
Committee, Review Committee (Gross Principal
Outstanding <= Rs. 750.0 million) for identification
& classification of wilful defaulters, Identification
Committee (Gross Principal outstanding > Rs. 750.0
million) for identification & classification of wilful
defaulters, Identification Committee (Gross Principal
outstanding <= Rs. 750.0 million) for identification &
classification of wilful defaulters, Committee of Senior
Management (comprising certain wholetime Directors
and Executives), Committee of Executives, Compliance
Committee, Group Risk Management Committee,
Process Approval Committee, Outsourcing Committee,
Operational Risk Management Committee, Vigilance
Committee, Product Governance Forum and other
committees. These committees are responsible
for specific areas like asset liability management,
approval/renewal of credit proposals, review of group
risk management framework, approval of products
and processes and management of operational risk,
etc., under authorisation/supervision of the Board
and its committees.

XV. General Body Meetings
Annual General Meetings

The details of Annual General meetings held in the last three years are given below:

General Body Meeting	Day, Date & Time	Venue	Special Resolutions
Thirtieth Annual General Meeting	Thursday, August 29, 2024 at 3:00 p.m.	VC/ OAVM*	• Appointment of Rohit Bhasin (DIN: 02478962) as an Independent Director of the Bank
Twenty-Ninth Annual General Meeting	Wednesday, August 30, 2023 at 2:00 p.m.	VC/ OAVM*	•    Re-appointment of Hari L. Mundra (DIN: 00287029) as an Independent Director of the Bank •    Re-appointment of B. Sriram (DIN: 02993708) as an Independent Director of the Bank •    Re-appointment of S. Madhavan (DIN: 06451889) as an Independent Director of the Bank

General Body Meeting	Day, Date & Time	Venue	Special Resolutions
Twenty-Eighth Annual General Meeting	Tuesday, August 30, 2022 at 3:00 p.m.	VC/ OAVM*	•    Re-appointment of Neelam Dhawan (DIN: 00871445) as an Independent Director of the Bank •    Re-appointment of Uday Chitale (DIN: 00043268) as an Independent Director of the Bank •    Re-appointment of Radhakrishnan Nair (DIN: 07225354) as an Independent Director of the Bank •    Approval and adoption of ‘ICICI Bank Employees Stock Unit Scheme - 2022’ •    Approval of grant of Units to the eligible employees of select unlisted wholly owned subsidiaries under ‘ICICI Bank Employees Stock Unit Scheme - 2022’

* Meeting held through Video Conferencing/Other Audio Visual Means

Postal Ballot

None of the businesses proposed to be transacted at the ensuing AGM require passing of resolution through postal
ballot.

Resolutions were passed through postal ballot during fiscal 2025 pursuant to the provisions of Section 110 and
other applicable provisions of the Companies Act, 2013. In accordance with the General Circulars issued by the
Ministry of Corporate Affairs, the approval of the Members of the Bank was obtained through Postal Ballot only
through the remote e-voting process.

Postal Ballot Notice dated April 5, 2024

The details of the resolutions and voting pattern are given below:

Resolution	Number of votes polled	% of votes polled on outstanding shares	Number of votes cast in favour of the Resolution	Number of votes cast against the Resolution	% of votes in favour on votes polled	% of votes against on votes polled
Appointment of Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024 (Special Resolution)	6,002,261,772	85.4654	5,984,653,128	17,608,644	99.7066	0.2934
Compensation payable to Pradeep Kumar Sinha (DIN: 00145126) as Non-Executive Part-time Chairman with effect from July 1, 2024 or the date of approval from Reserve Bank of India, whichever is later (Ordinary Resolution)	5,999,076,311	85.4201	5,996,473,643	2,602,668	99.9566	0.0434
Revision in compensation in the form of fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman and the Director nominated by the Government of India) (Ordinary Resolution)	5,999,697,183	85.4289	5,994,605,996	5,091,187	99.9151	0.0849

Resolution	Number of votes polled	% of votes polled on outstanding shares	Number of votes cast in favour of the Resolution	Number of votes cast against the Resolution	% of votes in favour on votes polled	% of votes against on votes polled
Revision in fixed remuneration of Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part-time) Chairman (Ordinary Resolution)	5,999,697,176	85.4289	5,999,342,389	354,787	99.9941	0.0059
Appointment of Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director (designated as Executive Director) with effect from March 15, 2024 and payment of remuneration to him (Ordinary Resolution)	5,999,435,519	85.4252	5,940,575,833	58,859,686	99.0189	0.9811

Vinita Nair of M/s. Vinod Kothari & Company, Practicing Company Secretaries, Scrutinizer submitted her report on
May 15, 2024. Basis the consolidated Scrutinizer’s report, all the above resolutions were passed with requisite
majority on May 14, 2024 (being the last date of remote e-voting).

The Scrutinizer Report and the Voting results are available on the website of the stock exchanges and the Bank.

Postal Ballot Notice dated October 26, 2024

The details of the resolution and voting pattern are given below:

Resolution	Number of votes polled	% of votes polled on outstanding shares	Number of votes cast in favour of the Resolution	Number of votes cast against the Resolution	% of votes in favour on votes polled	% of votes against on votes polled
Appointment of Punit Sood (DIN: 00033799) as an Independent Director with effect from October 1, 2024 (Special Resolution)	6,039,889,951	85.6886	6,026,551,929	13,338,022	99.7792	0.2208

P. N. Parikh of M/s. Parikh Parekh & Associates, Practising Company Secretaries, Scrutinizer submitted his report
on November 29, 2024. Basis the consolidated Scrutinizer’s report, the above resolution was passed with requisite
majority on November 29, 2024 (being the last date of remote e-voting).

The Scrutinizer Report and the Voting results are available on the website of the stock exchanges and the Bank.

XVI. Disclosures

1.    There are no materially significant transactions
with related parties i.e., directors, management,
subsidiaries, or relatives conflicting with the Bank’s
interests. The Bank has no promoter.

2.    Details of non-compliance by the Bank, penalties or
strictures imposed on the Bank by stock exchanges
or SEBI or any statutory authority, on any matter
relating to capital markets, during the last three years
are detailed as under:

(i) SEBI vide letter dated March 20, 2025, issued
an administrative warning cum advisory letter in
respect of the following observations identified
during the inspection of Custodian activities of
the Bank:

•    Failure to obtain instructions for settlement
of equity trades from institutional clients
through STP modes in certain cases;

•    Delay in distribution of dividends and
interests collected on behalf of clients in
certain cases;

•    Delay in blocking the accounts of twelve
FPIs whose Legal Entity Identifier had
expired; and

•    Debt investment limit breach details of four
FPIs were not reported to SEBI.

The Bank has, vide its letter dated April 4, 2025,
filed the action taken report with SEBI. Further,
as advised by SEBI, the findings of inspection,
reply thereto, warning letter and the action taken
report were placed before the Board of Directors
at its meeting held on April 19, 2025. The Board
noted the steps taken by the Bank and advised
to ensure compliance of the instructions issued
by SEBI.

(ii)    SEBI vide letter dated February 28, 2025, issued
an administrative warning cum advisory letter in
respect of the following observations identified
during the inspection of Designated Depository
Participant activities of the Bank:

•    Delay in intimating the details of invalid
FPIs to Depository;

•    Failure to identify incomplete granular
disclosures made by three FPIs; and

•    Omitted to include one FPI under Adhoc
Report for FPI exemption.

The Bank has, vide its letter dated March 13,
2025, filed the action taken report with SEBI.
Further, as advised by SEBI, the findings of
inspection, reply thereto, warning letter and
the action taken report were placed before the
Board of Directors at its meeting held on April 19,
2025. The Board noted the steps taken by the
Bank and advised to ensure compliance of the
instructions issued by SEBI.

(iii)    SEBI issued an advisory letter dated February 4,
2025, whereby SEBI observed delay of one day
in filing the quarterly reports in three instances
on the SEBI intermediary (SI) portal of Custodian
and has inter-alia advised to adhere to the
timelines of regulatory reporting. The Bank has
taken adequate steps to strengthened the non¬
recurrence of such instance.

(iv)    SEBI issued an advisory letter dated June 27,
2024 whereby SEBI observed delay in updation
on the SI portal of Merchant Banker, regarding
appointment of Director. SEBI has advised

the Bank to be careful in future and improve
compliance standards to avoid recurrence of
such instances. The Bank has taken adequate
steps to strengthened the non-recurrence of
such instance.

(v)    SEBI issued Administrative Warning Letter
dated June 6, 2024 with respect to outreach
programme undertaken by the Bank regarding
the Scheme of Arrangement for delisting of the
equity shares of ICICI Securities. In terms of the
directions of Administrative Warning Letter, the
Bank filed a disclosure with the stock exchanges
on June 6, 2024 and the letter was also placed
before the Board of Directors of the Bank at its
meeting held on June 29, 2024 along with action
taken by the Bank in respect to the complaints
received from shareholders. Thereafter, the Bank
also submitted relevant extract of the Board
discussion to SEBI.

(vi)    SEBI issued administrative warning letter dated
March 30, 2024 in respect of the following
observations identified during the inspection of
Depository Participant (DP) activities:

•    In one instance, bank account was not
updated in back-office system.

•    I n one instance of Delivery Instruction Slip
(DIS) issuance, the Bank in its capacity
as DP, had issued DIS booklet to client on
April 17, 2023 but same was not entered in
Depository Participant Module system.

The Bank vide its letter dated April 6, 2024 to
SEBI, has submitted action taken report on
the observations made by SEBI. Further, as
advised by SEBI, the aforementioned letter from
SEBI along with findings of inspection and the
corrective steps taken by the Bank were placed
before the Board of Directors at its meeting
held on April 27, 2024. The Board noted the
steps taken by the Bank and advised to ensure
compliance with the instructions issued by SEBI.
The same was informed to SEBI by the Bank
vide letter dated May 30, 2024.

(vii)    BSE and NSE had levied a fine of ' 11,800 each
for delay in submitting the notice of record date
in one instance under Regulation 60(2) of the
SEBI Listing Regulations. The Bank paid fines to

both the stock exchanges and filed for waiver of
the fine. BSE and NSE vide their communications
dated March 31, 2023 and May 15, 2023
respectively, waived the fine.

(viii)    SEBI issued an administrative warning on
March 2, 2023 for collection of registration
fees in advance before registration of Common
Application Form and collection of balance fees
in case of re-categorization of FPI category
and non-updation of operational manual with
specific section to deal with specific entities. The
Bank submitted its action taken report to SEBI.
Further, the Board of Directors noted the steps
taken by the Bank and advised to ensure timely
compliance with the instruction issued by SEBI.
The same was informed to SEBI.

(ix)    SEBI issued an administrative warning on
October 14, 2022 for failure to transfer amounts
pertaining to written off securities to the Investor
Protection and Education Fund within prescribed
timelines and delay in updation of Operational
Manual after issuance of Regulations/Guidelines.
The Bank placed the same along with corrective
measures before the Board and also submitted
the responses to SEBI.

3.    In terms of the Whistle Blower Policy of the Bank, no
employee of the Bank has been denied access to the
Audit Committee.

4.    Being a banking company, the disclosures relating
to deposits as required under Rule 8(5) (v) and (vi)
of the Companies (Accounts) Rules, 2014, read with
Sections 73 and 74 of the Companies Act, 2013, are
not applicable to the Bank.

5.    There is no application or proceeding pending against
the Bank under the Insolvency and Bankruptcy Code,
2016 during the year under review.

6.    There was no instance of one-time settlement with
any other bank or financial institution during the year
under review.

XVII. Means of Communication

It is ICICI Bank’s belief that all its stakeholders should
have access to information regarding its position to
enable them to accurately assess its future potential.

ICICI Bank disseminates information on its operations
and initiatives on a regular basis. ICICI Bank‘s website
www.icicibank.com serves as a key awareness
facility for all its stakeholders, allowing them to
access information at their convenience. It provides
comprehensive information on ICICI Bank’s strategy,
financial performance, operational performance and
the latest press releases.

ICICI Bank’s investor relations personnel respond
to specific queries and play a proactive role in
disseminating information to both analysts and
investors. The information is disseminated to
the NSE, BSE, New York Stock Exchange (NYSE),
SEC, Singapore Stock Exchange, Japan Securities
Dealers Association and SIX Swiss Exchange Ltd.
from time to time. In accordance with SEBI and
Securities Exchange Commission (SEC) guidelines,
all information which could have a material bearing
on ICICI Bank’s share price is also released through
leading domestic and global wire agencies.

The financial and other information and the various
compliances as required/prescribed under the SEBI
Listing Regulations are filed electronically with
NSE/BSE and are also available on their respective
websites in addition to the Bank’s website.

ICICI Bank’s quarterly financial results are published
in Financial Express and Vadodara Samachar. The
financial results, official news releases, earnings call
transcripts, audio recording and presentations are
also available on the Bank’s website.

The Management’s Discussion & Analysis forms part
of the Annual Report.

General Shareholder Information

Annual General Meeting	Day, Date	Time
Thirty-first Annual General Meeting through Video Conferencing/Other Audio Visual Means	Saturday, August 30, 2025	11:00 a.m.

Financial Year : April 1, 2024 to March 31, 2025
Record Date : August 12, 2025
Dividend Payment Date : Will be paid/despatched
on or after September 3, 2025

Listing of equity shares/ADSs/Bonds on Stock
Exchanges

Stock Exchange	Code for ICICI Bank
BSE Limited (Equity),	532174
Phiroze Jeejeebhoy Towers,	&
Dalal Street, Mumbai 400 001	6321741
National Stock Exchange of India Limited (Equity), Exchange Plaza, Bandra-Kurla Complex, Mumbai 400 051	ICICIBANK
New York Stock Exchange (ADSs)23 11, Wall Street, New York, NY 10005, United States of America	IBN

¹Â Â Â Â FII segment of BSE

²Â Â Â Â Each ADS of ICICI Bank represents two underlying equity
shares

³Â Â Â Â On June 27, 2025, the Board has approved the amendment
to the ICICI Bank ADR Deposit Agreement, subject to
approval of RBI, to grant voting rights pertaining to the
Deposited Securities to the registered ADS holders. The
voting rights by the registered ADS holder would be subject
to it demonstrating that its holdings are in conformity with
Section 12B of the Banking Regulation Act, 1949 read
with applicable Master Direction & Guidelines, as amended
from time to time.

The bonds issued in domestic market comprised
privately placed bonds as well bonds issued via
public issues which are listed on BSE/NSE.

ICICI Bank has paid annual listing fees for the relevant
periods to BSE and NSE where its equity shares/
bonds are listed and NYSE where its ADSs are listed.

Listing of other securities

The bonds issued overseas are issued either in
public or private placement format. As on date, the
listed bonds are traded on Singapore Exchange
Securities Trading Limited, 2 Shenton Way, #02-
02, SGX Centre 1, Singapore 068804 or India
International Exchange (IFSC) Limited (India INX), 1^st
Floor, Unit No. 101, The Signature, Building No. 13B,
Road 1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar,
Gujarat-382050 or NSE IFSC Limited, Unit No.1201,
Brigade International Financial Centre, 12^th floor,
Block-14, Road 1C, Zone -1, GIFT SEZ, Gandhinagar,
Gujarat - 382355.

Share Transfer System, Dematerilisation of
Shares and Liquidity

As per the SEBI mandate, securities of listed companies
can be transferred/traded only in dematerialised form.
In view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management,
Members holding shares in physical form are requested
to consider converting their holdings to dematerialised
form. The Bank’s equity shares are actively traded on
the stock exchanges.

In terms of Regulation 76 of the SEBI (Depositories and
Participants) Regulations, 2018 and SEBI Circular No.
D&CC/FITTC/CIR-16/2002 dated December 31, 2002,
as amended vide Circular No. CIR/MRD/DP/30/2010
dated September 6, 2010 an audit is conducted
on a quarterly basis, for the purpose of, inter alia,
reconciliation of the total admitted equity share capital
with the depositories and in the physical form with the
total issued/paid up equity share capital of ICICI Bank.
Audit Reports issued in this regard are placed before
the Stakeholders Relationship Committee and filed
with BSE and NSE, where the equity shares of ICICI
Bank are listed.

Registrar and Transfer Agents

KFin Technologies Limited is the Registrar & Transfer
Agent (R & T Agent) for equity shares of ICICI Bank.
Investor services related queries/requests/grievances
for equity shares may be directed to C Shobha Anand
at the following address:

KFin Technologies Limited

Unit: ICICI Bank Limited

Selenium Building, Tower-B

Plot No. 31 & 32, Financial District

Nanakramguda, Serlingampally

Hyderabad 500 032, Rangareddy

Telangana, India

Tel. No.: [phone]

Fax No.: [phone]

Toll free No.: 18003094001

E-mail: [e-mail]

Website: https://ris.kfintech.com

Investor Support Centre: https://ris.kfintech.com/

clientservices/isc

Details of other Service Centers of KFin Technologies
Limited, R & T Agent for equity shareholders can
be viewed at https://www.icicibank.com/about-us/
investor-contact.

3i Infotech Limited is the R & T Agent for the bonds/
debentures issued by ICICI Bank. Investor services
related queries/requests/grievances for bonds/
debentures may be directed to Vijay Singh Chauhan
at the following address:

3i Infotech Limited

International Infotech Park, Tower # 5, 3^rd Floor,

Vashi Railway Station Complex, Vashi
Navi Mumbai 400 703, Maharashtra, India
Tel. No.: [phone]/35
E-mail: [e-mail]
Website: https: //www.3i-infotach.com/invastors/

Queries relating to the operational and
financial performance of ICICI Bank may be
addressed to:

Anindya Banerjee/Abhinek Bhargava

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: [phone]

E-mail: [e-mail]

Debenture Trustees

Pursuant to Regulation 53 of the SEBI Listing Regulations, the names and contact details of the debenture trustees
for the public issue bonds and privately placed bonds of the Bank are given below:

Axis Trustee Services Limited    IDBI Trusteeship Services Limited

The Ruby, 2^nd Floor, SW 29    Universal Insurance Building

Senapati Bapat Marg    Ground Floor, Sir P.M. Road

Dadar West, Mumbai 400 028    Fort, Mumbai 400 001

Tel. No.: [phone]    Tel. No.: [phone]

[e-mail]    [e-mail]

The details are available on the website of the Bank at https://www.icicibank.com/Personal-Banking/investments/
icici-bank-bonds/index.page.

Information on Shareholding

Dofm'/c nf cfinroc h&lrl in Dofiin# nnri Phtfdr'nl fnrm n+ hAnrr'h 11

Mode of holding	No. of Shares	%
Demat	7,111,741,731*	99.86
Physical	10,186,099	0.14
Total	7,121,927,830	100.00

Distribution of shareholding of ICICI Bank at March 31, 2025

* Includes equity shares of ICICI Bank allotted on March 26, 2025 pursuant to the Scheme of Arrangement (corporate action was
pending as on March 31, 2025).

Range - Shares	No. of Folios	%	No. of Shares	%
1 - 5,000	1,975,821	98.85	242,217,543	3.40
5,001 - 10,000	11,453	0.57	39,622,453	0.56
10,001 - 20,000	4,933	0.25	34,303,225	0.48
20,001 - 30,000	1,566	0.08	19,178,404	0.27
30,001 - 40,000	751	0.04	13,077,740	0.18
40,001 - 50,000	470	0.02	10,565,778	0.15
50,001 - 100,000	1,008	0.05	35,898,593	0.50
100,001 & Above	2,889	0.14	6,727,064,094	94.46
Total	1,998,891	100.00	7,121,927,830	100.00

Shareholding pattern of ICICI Bank at March 31. 2025

Shareholder Category	No. of Shares	% holding
Deutsche Bank Trust Company Americas (Depositary for ADS holders)	1,324,805,129	18.60
FIIs/FPIs	2,656,490,601	37.30
Insurance Companies	652,339,663	9.16
Bodies Corporate (includes Government Companies, Clearing Members, Banks and Financial Institutions)	79,379,656	1.11
Mutual Funds	1,731,254,476	24.31
Individuals (includes HUF, Trusts, NRI)	454,052,744	6.39
NBFCs Registered with RBI	3,007,413	0.04
Provident Funds/Pension Funds	149,678,991	2.10
Alternate Investment Fund	55,069,068	0.77
Investor Education and Protection Fund	9,518,318	0.13
Others (includes Foreign Banks, Foreign Companies, Foreign Nationals etc.)	6,331,771	0.09
Total	7,121,927,830	100.00

Shareholders of ICICI Bank with more than one percent holding (PAN based) at March 31. 2025

Name of the Shareholder	No. of Shares	% holding
Deutsche Bank Trust Company Americas*	1,324,805,129	18.60
Life Insurance Corporation of India	394,047,798	5.53
SBI Mutual Fund	355,315,337	4.99
ICICI Prudential Mutual Fund	264,645,663	3.72
HDFC Mutual Fund	217,837,497	3.06
NPS Trust	149,678,991	2.10
UTI Mutual Fund	141,741,669	1.99
Government of Singapore	131,556,234	1.85
Nippon Life India Mutual Fund	130,670,670	1.83
Government Pension Fund Global	107,875,076	1.51
SBI Life Insurance Company Limited	90,577,502	1.27
Kotak Mutual Fund	86,581,792	1.22
Aditya Birla Sun Life Mutual Fund	76,784,495	1.08
Vanguard Total International Stock Index Fund	74,263,842	1.04
Axis Mutual Fund	72,389,992	1.02

* Deutsche Bank Trust Company Americas holds equity shares of ICICI Bank as depositary for ADS holders.

Details of shares/convertible instruments held by
Non-executive Directors

As on March 31, 2025, S. Madhavan and Vibha Paul
Rishi (as joint holder) held 5,005* and 330 equity
shares of ' 2.00 each respectively.

* Includes 1,005 equity shares of ICICI Bank allotted on
March 26, 2025 in lieu of 1,500 equity shares held in ICICI
Securities pursuant to the Scheme of Arrangement.

Disclosure with respect to shares lying in
suspense account

The Bank had 93,202 equity shares held by 464
shareholders lying in suspense account at the
beginning of the fiscal 2025. The Bank has been
transferring the shares lying unclaimed to the eligible
shareholders as and when the request for the same
has been received after proper verification. During the
year under review, the Bank had processed request
received from a shareholder holding 275 shares and
accordingly the said shares were transferred from
the suspense account. As on March 31, 2025, 92,927
shares held by 463 shareholders remained unclaimed
in the suspense account.

The voting rights on the shares lying in suspense
account are frozen till the rightful owner of such
shares claims the shares.

Transfer of unclaimed dividend and shares to
Investor Education & Protection Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125 of
the Companies Act, 2013, during fiscal 2025, dividend
amount of ' 40.09 million remaining unclaimed for a
period of seven years from the date of its transfer to
the Unpaid Dividend Accounts of the Company has
been transferred to the IEPF.

Pursuant to Section 124(6) of the Companies Act,
2013 read with the Investor Education & Protection
Fund Authority (Accounting, Audit, Transfer &
Refund) Rules, 2016, during fiscal 2025, 680,892
equity shares in respect of which the dividend has not
been claimed for seven consecutive years have been
transferred to the designated demat account of the
IEPF Authority.

The unclaimed dividend and the equity shares
transferred to IEPF can be claimed by making an
application in the prescribed form to IEPF.

Members who have not yet encashed their dividend
warrant(s) for the financial year ended March 31, 2018

and/or subsequent years are requested to submit
their claims to KFin Technologies Limited without any
delay.

The details of Nodal Officer and Deputy NodaI Officers
appointed under the provisions of IEPF are available
on the website of the Bank at https://www.icicibank.
com/about-us/invest-relations/unpaid-unclaimed-
dividend.

Outstanding GDRs/ADSs/Warrants or any
Convertible instruments, conversion date and
likely impact on equity

ICICI Bank has 662.40 million ADS (equivalent to
1,324.80 million equity shares) outstanding, which
constituted 18.60% of ICICI Bank’s total equity capital
at March 31, 2025. There are no other convertible
instruments outstanding as on March 31, 2025.

Commodity price risk or foreign exchange risk
and hedging activities

The foreign exchange risk position including bullion
is managed within the net overnight open position
limit approved by the Board of Directors. The foreign
currency assets of the Bank are primarily floating
rate linked assets. Wholesale liability raising for
foreign currencies takes place in USD or other
currencies through bond issuances, bilateral loans
and syndicated/club loans as well as refinance from
Export Credit Agencies which may be at a fixed rate
or floating rate linked. In case of fixed rate long-term
wholesale fund raising in USD, the interest rate risk is
generally hedged through interest rate swaps wherein
the Bank effectively moves the interest payments
to a floating rate index in order to match the asset
profile. In case of fund raising in non-USD currencies,
the foreign exchange risk is hedged through foreign
exchange swaps or currency interest rate swaps.

The extant RBI guidelines do not allow AD Category
I Banks to take any market positions in commodity
related activities. However, the extant guidelines
allows Bank to import gold and silver in line with
the RBI license and selling of imported gold/silver on
outright basis to domestic clients or providing gold
metal loan to jewellery manufacturers. ICICI Bank
provides pricing and hedging of Gold Metal Loan to
jewellery customers and such exposures are covered
on a back-to-back basis with gold suppliers.

In view of the above, the disclosure pursuant to the SEBI
Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141
dated November 15, 2018 is not required to be given.

Plant Locations - Not applicable

Address for Correspondence

Prachiti Lalingkar

Company Secretary

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: [phone]

E-mail: [e-mail]

The Bank is in compliance with requirements specified in
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of the SEBI Listing Regulations.

The Bank has also complied with the discretionary
requirements such as maintaining a separate office for
the Chairperson at the Bank’s expense, ensuring financial
statements with unmodified audit opinion, separation
of posts of Chairperson and Chief Executive Officer and
reporting of internal auditor directly to the Audit Committee.

Bank’s Customer Service

The Bank enables customers to avail of services through
multiple channels.

•    Customer care: Single contact number and e-mail ID
to connect with us for all your Banking related queries

•    Phone number 1800 1080 and Email: customer.
[e-mail]

•    To know more, visit https://www.icicibank.com/
customer-care

•    Branch: Visit our branch for resolution. Alternative,
drop queries/feedback in the drop box at branches.

•    iMobile: Seek resolution using the iPAL chat bot.

•    Website: Register a request on the Bank’s website.
For details, https://www.icicibank.com/personal-
banking/insta-banking/internet-banking/list-of-
service-requests

Analysis of Customer Complaints

The details required as per the RBI Circular No. CEPD.
CO.PRD.Cir.No.01/13.01.013/2020-21 dated January 27,
2021 are disclosed in note no. 55 of Schedule 18 of the
financial statements.

COMPLIANCE CERTIFICATE OF THE
AUDITORS

ICICI Bank has annexed to this Report, a certificate obtained
from the Secretarial Auditor regarding compliance of
conditions of corporate governance as stipulated in the
SEBI Listing Regulations.

SHARE BASED EMPLOYEE BENEFITS
SCHEME(S)

(a) ICICI Bank Employees Stock Option Scheme -
2000

I CICI Bank has an Employees Stock Option Scheme
- 2000 (Scheme 2000) which was instituted in fiscal
2000 to enable the employees and Wholetime
Directors of ICICI Bank and its subsidiaries to
participate in future growth and financial success of
the Bank. The Scheme 2000 aims at achieving the
twin objectives of aligning employee interest to that
of the shareholders and retention. Through employee
stock option grants, the Bank seeks to foster a
culture of long-term sustainable value creation. The
Scheme 2000 is in compliance with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(the SEBI SBEB & SE Regulations). The options are
granted by BGRNC and noted/approved by the Board
as the case maybe.

The Scheme 2000 was initially approved by the
Members at their meeting held on February 21, 2000
and amended from time to time.

The Bank has upto March 31, 2025 granted (net of
lapsed) 639.49 million stock options from time to time
aggregating to 8.98% of the issued equity capital of
the Bank at March 31, 2025. As per the Scheme 2000,
as amended from time to time, the maximum number
of options granted to any employee/Director in a year
is limited to 0.05% of ICICI Bank’s issued equity shares
at the time of the grant, and the aggregate of all such
options is limited to 10% of ICICI Bank’s issued equity
shares on the date of the grant (equivalent to 712.19
million shares of face value ' 2.00 each at March 31,
2025).

Particulars of options granted by ICICI Bank as on
March 31, 2025¹Â are given below:

Number of options outstanding2 at the beginning of the year	198,731,466
Number of options granted during the year	15,964,860
Number of options forfeited/ lapsed during the year	1,997,001
Number of options vested during the year	21,345,542
Number of options exercised during the year	42,832,398
Number of shares arising as a result of exercise of options	42,832,398
Money realised by exercise of options during the year (?)	14,373,696,918
Number of options outstanding2 at the end of the year	169,866,927
Number of options exercisable at the end of the year	137,704,023

¹Â Â Â Â In March 2025, 2,960,270 options were granted to eligible
employees of ICICI Securities including its subsidiaries
pursuant to the Scheme of Arrangement. The exercise
price payable for the options granted by ICICI Bank has
been adjusted after taking into account the effect of the
Swap Ratio.

²Â Â Â Â Options granted less exercised less lapsed.

(b) I CICI Bank Employees Stock Unit Scheme -
2022

I CICI Bank has an Employees Stock Unit Scheme -
2022 (Scheme 2022) which was instituted in fiscal
2023. The key objectives of the Scheme 2022 are to
deepen the co-ownership amongst the (i) mid level
and front-line managers, and (ii) employees of Bank’s
select unlisted wholly owned subsidiaries with the
following key considerations:

i.    to enable employees’ participation in the
business as an active stakeholder to usher in
an ‘Owner-Manager’ culture and to act as a
retention mechanism;

ii.    to enhance motivation of employees; and

iii.    to enable employees to participate in the long
term growth and financial success of the Bank.

The Scheme 2022 is in compliance with the SEBI
SBEB & SE Regulations.

Maximum of 100,618,910* units, shall be granted in
one or more tranches over a period of seven years
from the date of approval of the Scheme 2022 by
the shareholders, which shall entitle the unit holder
one fully paid-up equity share of face value of ' 2.00
of the Bank (as adjusted for any changes in capital
structure of the Bank) against each unit exercised
and accordingly, up to 100,618,910* equity shares
of face value of ' 2.00 each shall be allotted to all
eligible employees taken together under the Scheme
2022.

•    increased from 100,000,000 to 100,618,910 pursuant to
the Scheme of Arrangement and in-principle approval
received from the stock exchanges on April 1, 2025.

Units granted under the Scheme 2022 shall vest not
later than the maximum vesting period of 4 years.
Exercise price shall be the face value of equity shares
of the Bank i.e. ' 2.00 for each unit (as adjusted for
any changes in capital structure of the Bank).

Units granted under the Unit Scheme 2022 vest in a
graded manner over a three-year period with 30%,
30% and 40% of the grant vesting in each year,
commencing from the end of 13 months from the
date of grant. Exercise period will not exceed five
years from date of vesting of units or such shorter
period as may be determined by the BGRNC for each
grant.

Besides continuity of employment, vesting shall also
be dependent on achievement of certain corporate
performance parameter(s) such as:

•    Risk Calibrated Core Operating profit;

•    Provision/asset quality;

•    Other parameters, if any, as the Committee may
determine

Particulars of units granted by ICICI Bank as on
March 31, 2025¹Â are given below:

Number of units outstanding2 at the beginning of the year	4,190,810
Number of units granted during the year	4,964,420
Number of units forfeited/lapsed during the year	371,263

Number of units vested during the year	1,313,006
Number of units exercised during the year	751,672
Number of shares arising as a result of exercise of units	751,672
Money realised by exercise of units during the year (?)	1,503,344
Number of units outstanding2 at the end of the year	8,032,295
Number of units exercisable at the end of the year	560,656

¹Â Â Â Â In March 2025, 618,910 units were granted to eligible
employees of ICICI Securities including its subsidiaries
at an exercise price of ' 2.00 pursuant to the Scheme of
Arrangement.

²Â Â Â Â Units granted less exercised less lapsed.

Till March 31, 2021, the Bank recognised cost of
stock options granted under Scheme 2000, using
intrinsic value method. Pursuant to RBI clarification
dated August 30, 2021, the cost of stock options/units
granted after March 31, 2021 is recognised based on
fair value method. The cost of stock options granted
up to March 31, 2021 continues to be recognised on
intrinsic value method. The Bank uses Black-Scholes
model to fair value the options/units on the grant date
and the inputs used in the valuation model include
assumptions such as the expected life of the share
option/units, volatility, risk free rate and dividend yield.
The diluted earnings per share (EPS) pursuant to
issue of shares on exercise of options/units calculated
in accordance with Accounting Standard 20 for the
year ended March 31, 2025 was ' 65.89 compared to
basic EPS of ' 67.01.

The following table sets forth, for the periods
indicated, the key assumptions used to estimate the
fair value of options granted.

Particulars	Year ended March 31, 2024	Year ended March 31, 2025
Risk-free interest rate	6.88% to 7.32%	6.42% to 7.11%
Expected life	3.23 to 5.23	3.43 to 5.43
Â	years	years

Particulars	Year ended March 31, 2024	Year ended March 31, 2025
Expected	24.78% to	18.01% to
volatility	37.41%	33.27%
Expected dividend yield	0.56% to 0.85%	0.65% to 0.83%

The following table sets forth, for the periods
indicated, the key assumptions used to estimate the
fair value of units granted.

Particulars	Year ended March 31, 2024	Year ended March 31, 2025
Risk-free interest rate	6.82% to 6.94%	6.42% to 7.09%
Expected term	1.58 to 3.58 years	1.58 to 3.58 years
Expected volatility	23.63% to 36.56%	16.49% to 24.72%
Expected dividend yield	0.56%	0.72% to 0.74%

The weighted average fair value, based on Black-
Scholes model, of options granted during the year
ended March 31, 2025 was ' 444.76 (year ended
March 31, 2024: ' 340.59) and of units granted during
the year ended March 31, 2025 was ' 1,120.43 (year
ended March 31, 2024: ' 879.43). The weighted
average exercise price of options granted during the
year ended March 31, 2025 was ' 1,052.89 (year
ended March 31, 2024: ' 894.95).

Risk free interest rates over the expected term of the
option/units are based on the government securities
yield in effect at the time of the grant. The expected
term of an option/units is estimated based on the
vesting term as well as expected exercise behavior of
the employees who receive the option/units. Expected
exercise behavior is estimated based on the historical
stock option exercise pattern of the Bank. Expected
volatility during the estimated expected term of
the option/units is based on historical volatility
determined based on observed market prices of
the Bank's publicly traded equity shares. Expected
dividends during the estimated expected term of the
option/units are based on recent dividend activity.
The key assumptions for the year ended March 31,
2025 also includes the key assumptions used for
options/units granted to employees of ICICI Securities
in accordance with the Scheme of Arrangement.

The detailed disclosures as stipulated under
Regulation 14 of the SEBI SBEB & SE Regulations
will be hosted on the website of the Bank at
https://www.icicibank.com/about-us/other-policiRs.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy
conservation at its premises. A detailed write up is given
in the Environmental, Social and Governance Report
of fiscal 2025 which will be available on the website of
the Bank at https://www.icicibank.com/about-us/annual
and in the Environment and Sustainability chapter in the
Integrated Report section of the Annual Report 2024-25.
The Bank has used information technology extensively in
its operations; for details refer to the chapter Our Business
Strategy in the Integrated Report section of the Annual
Report 2024-25. For fiscal 2025, net foreign exchange
gain arising on all exchange/derivative transactions of
the Bank was ' 40.25 billion and the foreign exchange
outgo towards the operating and capital expenditure was
' 5.71 billion.

SECRETARIAL STANDARDS

Your Bank is in compliance with the Secretarial Standard on
Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) for fiscal 2025.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1.    that in the preparation of the annual accounts, the
applicable accounting standards had been followed,
along with proper explanation relating to material
departures;

2.    that they have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Bank at the end of the financial year and of the profit
of the Bank for that period;

3.    t hat they have taken proper and sufficient care for
the maintenance of adequate accounting records,
in accordance with the provisions of the Banking
Regulation Act, 1949 and the Companies Act,
2013 for safeguarding the assets of the Bank
and for preventing and detecting fraud and other
irregularities;

4.    t hat they have prepared the annual accounts on a
going concern basis;

5.    that they have laid down internal financial controls
to be followed by the Bank and that such internal
financial controls are adequate and were operating
effectively; and

6.    that they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve
Bank of India, Securities and Exchange Board of India,
Insurance Regulatory and Development Authority of India
and overseas regulators for their continued co-operation,
support and guidance. ICICI Bank wishes to thank
its investors, the domestic and international banking
community, rating agencies, depositories and stock
exchanges for their support.

ICICI Bank would like to take this opportunity to express
sincere thanks to its valued clients and customers for
their continued patronage. The Directors express their
deep sense of appreciation to all the employees whose
outstanding professionalism, commitment and initiative
have made the organisation’s growth and success
possible and continues to drive its progress. Finally, the
Directors wish to express their gratitude to the Members
for their trust and support.

For and on behalf of the Board

Pradeep Kumar Sinha

Chairperson

June 27,2025    DIN:00145126

Compliance with the Group Code of Business
Conduct and Ethics

I confirm that all Directors and members of the senior
management have affirmed compliance with Group
Code of Business Conduct and Ethics for the year ended
March 31, 2025.

Sandeep Bakhshi

Managing Director & CEO
April 19, 2025    DIN: 00109206

1

   Allowances and perquisites exclude perquisites of previous years stock options exercised during fiscal 2025.

2

   Represents options granted during fiscal 2025 pertaining to fiscal 2024.

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirtieth Annual Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2024 is summarised in the following table:

' in billion, except percentages	Fiscal 2023	Fiscal 2024	% change
Net interest income and non-interest income	820.12	972.55	18.6%
Operating expenses	328.73	391.33	19.0%
Core operating profit	491.39	581.22	18.3%
Provisions and contingencies (excluding tax)	66.66	36.43	(45.3)%
Profit before tax excluding treasury gains	424.73	544.79	28.3%
Treasury gains	(0.52)	0.09	(117.3)%
Profit before tax	424.21	544.88	28.4%
Tax	105.25	136.00	29.2%
Profit after tax	318.96	408.88	28.2%
Â
' in billion, except percentages	Fiscal 2023	Fiscal 2024	% change
Consolidated profit before tax and minority interest	472.55	615.08	30.2%
Consolidated profit after tax and minority interest	340.37	442.56	30.0%

DIVIDEND

Your Bank has a consistent dividend payment history. Your Bank’s Dividend Distribution Policy is based on the profitability and key financial metrics, capital position and requirements and the regulations pertaining to the payment of dividend. The Board of Directors has recommended a dividend of ' 10.00 per equity share for the year ended March 31, 2024.

APPROPRIATIONS

The Bank has appropriated accumulated profit as follows:

' in billion	Fiscal 2023	Fiscal 2024
Profit after tax	318.96	408.88
Profit brought forward	436.71	563.57
Accumulated profit (before appropriations)	755.67	972.45
Appropriations:	Â	Â
To Statutory Reserve, making in all ' 538.00 billion	79.74	102.22
To Special Reserve created and maintained in terms of Section 36(1)(viii) of the Income Tax Act, 1961, making in all ' 184.70 billion	25.65	30.21
To Capital Reserve, making in all ' 150.75 billion	0.88	0.33
To Investment Fluctuation Reserve, making in all ' 31.69 billion1	1.04	9.93
To Revenue and other reserves, making in all ' 110.33 billion	50.00	-
Dividend paid on equity shares2	34.79	55.99
Balance carried over to balance sheet	563.57	773.77

¹Â Â Â Â Represents an amount transferred to Investment Fluctuation Reserve (IFR) on net profit on sale of available-for-sale (AFS) and held-for-trading (HFT) investments during the period. The amount not less than the lower of net profit on sale of AFS and HFT category investments during the year or net profit for the year less mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the HFT and AFS portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS and HFT portfolio.

²Â Â Â Â Represents dividend declared for previous financial year and paid in current financial year.

SHARE CAPITAL

During the year under review, the Bank allotted 39,519,912 equity shares of ' 2.00 each pursuant to exercise of stock options under the ICICI Bank Employees Stock Option Scheme - 2000. For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, ICICI Lombard General Insurance Company Limited ceased to be an associate and became a subsidiary of the Bank with effect from February 29, 2024. I-Process Services (India) Private Limited ceased to be an associate and became a subsidiary of the Bank with effect from March 20, 2024 and a wholly-owned subsidiary of the Bank with effect from March 22, 2024. There were no entities which became or ceased to be joint venture of the Bank during fiscal 2024.

As at March 31, 2024, your Bank had following subsidiaries (including step down subsidiaries) (17) and associate (8) companies:

Name of the subsidiary company	% of shares held
ICICI Bank UK PLC	100
ICICI Bank Canada	100
ICICI Securities Limited	74.73
ICICI Securities Holdings, Inc.1	100
ICICI Securities, Inc.2	100
ICICI Securities Primary Dealership Limited	100
ICICI Venture Funds Management Company Limited	100
ICICI Home Finance Company Limited	100
ICICI Trusteeship Services Limited	100

Name of the subsidiary company	% of shares held
ICICI Investment Management Company Limited	100
ICICI International Limited	100
ICICI Prudential Pension Funds Management Company Limited3	100
ICICI Prudential Life Insurance Company Limited	51.20
ICICI Lombard General Insurance Company Limited	51.27
ICICI Prudential Asset Management Company Limited4	51.00
ICICI Prudential Trust Limited4	50.80
I-Process Services (India) Private Limited	100

¹Â Â Â Â ICICI Securities Holdings, Inc, is a wholly owned subsidiary of ICICI Securities Limited,

²Â Â Â Â ICICI Securities, Inc, is a wholly owned subsidiary of ICICI Securities Holdings, Inc,

³Â Â Â Â ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited,

⁴    The entity is a Joint venture company, however, it is considered as a subsidiary company in accordance with the provisions of the Companies Act, 2013,

Name of the associate company	% of shares held
NIIT Institute of Finance Banking and Insurance Training Limited	18.79
ICICI Merchant Services Private Limited	19.01
India Infradebt Limited	42.33
Arteria Technologies Private Limited	19.98
Rajasthan Asset Management Company Private Limited1	24.30
OTC Exchange of India1	20.00
Falcon Tyres Limited1	26.39
Fino Paytech Limited1, 2	25.10

¹Â Â Â Â These companies are not considered as associates in the financial statements, in accordance with the provisions of Accounting Standard 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements'.

²Â Â Â Â The entity is considered as an associate under the Companies Act, 2013, subsequent to ICICI Lombard General Insurance Company Limited becoming a subsidiary of the Bank with effect from February 29, 2024,

SCHEME OF ARRANGEMENT

On June 29, 2023, the Board of Directors of the Bank and its broking subsidiary, ICICI Securities Limited (ICICI Securities) approved a scheme for delisting of equity shares of ICICI Securities, by issuing equity shares of the Bank to the public shareholders of ICICI Securities (in the swap ratio of 67:100), in lieu of cancellation of their equity shares in ICICI Securities, thereby making ICICI Securities a wholly-owned subsidiary of the Bank, under Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. Pursuant to receipt of requisite regulatory approvals and the order of the Hon’ble National Company Law Tribunals, meetings of the equity shareholders of the Bank and ICICI Securities were held on March 27, 2024, wherein the proposed scheme was approved by the requisite majority of shareholders. Certain shareholders of ICICI Securities have filed objections to the scheme and the scheme is currently pending for approval of the Hon’ble National Company Law Tribunals. Securities and Exchange Board of India (SEBI) has, through its letter dated June 6, 2024, issued administrative warning to the Bank on the outreach undertaken by the Bank regarding the scheme of arrangement. The Bank is in the process of complying with the requirements mentioned in the administrative warning.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel (KMP)

The Board at its meeting held on May 28, 2023 and the Members at the AGM held on August 30, 2023 approved the following:

(a)    Re-appointment of Hari L. Mundra as an Independent Director of the Bank for a second term commencing from October 26, 2023 to October 25, 2024.

(b)    Re-appointment of B. Sriram as an Independent Director of the Bank for a second term commencing from January 14, 2024 to January 13, 2027.

(c)    Re-appointment of S. Madhavan as an Independent Director of the Bank for a second term commencing from April 14, 2024 to April 13, 2027.

The Board also at its meeting held on May 28, 2023, based on the recommendation of the Board Governance,

 

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2024 is given in “Consolidated Financial Statements of ICIG Bank Limited - Schedule 18 - Note 12 - Additional information to consolidated accounts” of this Annual Report. A summary of key financials of the Bank’s subsidiaries is also given in “Statement Pursuant to Section 129 of the Companies Act, 2013” of this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management’s Discussion & Analysis under the section “Consolidated financials as per Indian GAAP”.

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details will be available on the Bank's website at https://www.icicibank.com/about-us/ annual and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank. As required by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Bank’s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report.

Remuneration & Nomination Committee (BGRNC), approved the re-appointment of Sandeep Batra as Executive Director of the Bank for a further period of two years with effect from December 23, 2023 to December 22, 2025, subject to Reserve Bank of India (RBI) approval. The Board noted that this renewed term of two years is within the five years term as previously approved by the shareholders. RBI vide its letter dated December 20, 2023, communicated its approval for the re-appointment of Sandeep Batra as Executive Director of the Bank with effect from December 23, 2023 till December 22, 2025.

The Members at the last AGM held on August 30, 2023 approved the re-appointment of Sandeep Bakhshi as Managing Director & Chief Executive Officer of the Bank for a period of three years with effect from October 4, 2023 to October 3, 2026, subject to approval of RBI. RBI vide its letter dated September 11, 2023 approved the re-appointment of Sandeep Bakhshi as Managing Director & CEO of the Bank with effect from October 4, 2023 to October 3, 2026.

The Board at its meeting on November 24, 2023, based on the recommendation of BGRNC, approved the appointment of Ajay Kumar Gupta as an Additional Director and whole-time Director (designated as Executive Director) with effect from November 27, 2023 or the date of approval from RBI, whichever is later, for a period till November 26, 2026. Pursuant to approval granted by RBI, Ajay Kumar Gupta was appointed as an Executive Director on the Board effective March 15, 2024 till November 26, 2026. The Members through Postal Ballot on May 14, 2024 approved the appointment of Ajay Kumar Gupta as a Director and Whole-time Director (designated as Executive Director) with effect from March 15, 2024 till November 26, 2026.

The Board at its meeting held on February 15-17, 2024, based on the recommendation of BGRNC, approved the appointment of Pradeep Kumar Sinha as an Additional (Independent) Director, for a period of five years from February 17, 2024, subject to the approval of Members. The Board at the said meeting, based on the recommendation of BGRNC, also approved the appointment of Pradeep Kumar Sinha as the Non-executive Part-time Chairman with effect from July 1, 2024 or the date of approval from RBI, whichever is later, in the vacancy that would be caused by the retirement of Girish Chandra Chaturvedi. The Members through Postal Ballot on May 14, 2024 approved the appointment of Pradeep Kumar Sinha as

an Independent Director for a term of five consecutive years commencing February 17, 2024 to February 16, 2029. RBI vide its letter dated May 24, 2024, approved the appointment of Pradeep Kumar Sinha as Part-time Chairman of the Bank for a period of three years with effect from July 1, 2024.

The Board at its meeting held on June 29, 2024, based on the recommendation of BGRNC, approved the appointment of Rohit Bhasin as an Additional (Independent) Director for a period of five years, with effect from July 26, 2024. His appointment is being proposed in the Notice of the forthcoming AGM through item no. 7.

The Board at its meeting held on June 29, 2024, based on the recommendation of BGRNC, approved the appointment of Punit Sood as an Additional (Independent) Director for a period of five years, with effect from October 1, 2024. The approval of the Members for his appointment will be sought through Postal Ballot.

Anup Bagchi ceased to be a Director of the Bank with effect from close of business hours on April 30, 2023 pursuant to his appointment as Managing Director & Chief Executive Officer of ICICI Prudential Life Insurance Company Limited with effect from June 19, 2023. To ensure a seamless transition, he assumed the office of Executive Director & Chief Operating Officer of ICICI Prudential Life Insurance Company Limited with effect from May 1, 2023. The Board acknowledges the valuable contribution and guidance provided by Anup Bagchi.

The Board at its meeting held on March 16, 2023, based on the recommendation of BGRNC, approved the appointment of Prachiti Lalingkar as the Company Secretary & Compliance Officer and KMP of the Bank effective April 1, 2023 pursuant to the superannuation of Ranganath Athreya in July 2023.

As on the date of this report, in terms of Section 203(1) of the Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Sandeep Batra, Executive Director, Rakesh Jha, Executive Director, Ajay Kumar Gupta, Executive Director, Anindya Banerjee, Group Chief Financial Officer and Prachiti Lalingkar, Company Secretary are the Key Managerial Personnel of the Bank.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended and

Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) which have been relied on by the Bank and were placed at the Board Meeting held on April 27, 2024. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Rakesh Jha would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Rakesh Jha has offered himself for re-appointment.

AUDITORS

Statutory Auditors

At the AGM held on August 30, 2023, M/s M S K A & Associates, Chartered Accountants (hereinafter referred to as M S K A & Associates) and M/s KKC & Associates LLP, Chartered Accountants (formerly M/s Khimji Kunverji & Co LLP), (hereinafter referred to as KKC & Associates LLP) were re-appointed as joint statutory auditors to hold office from the conclusion of the Twenty-Ninth AGM till the conclusion of the Thirtieth AGM of the Bank.

M S K A & Associates and KKC & Associates LLP have been the joint statutory auditors of the Bank for three consecutive years, which is the maximum term for statutory auditors of banking companies as per the guidelines issued by RBI. Hence they would be retiring at the conclusion of the forthcoming AGM. The Audit Committee and the Board of Directors have placed on record their appreciation for the professional services rendered by M S K A & Associates and KKC & Associates LLP during their association with the Bank as its auditors.

There are no qualifications, reservation or adverse remarks made by the joint statutory auditors in the audit report.

As recommended by the Audit Committee, the Board has proposed the appointment of M/s. B S R & Co. LLP, Chartered Accountants and M/s. C N K & Associates LLP, Chartered Accountants as joint statutory auditors. Their appointment has been approved by RBI on May 15, 2024. The appointment of the auditors is being proposed to the Members in the Notice of the forthcoming AGM through item nos. 4 and 5.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on June 29, 2023 appointed M/s. Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2024. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

The Annual Secretarial Compliance Report for fiscal 2024 is available on the website of the Bank at https://www. icicibank.com/about-us/disclosurRs-to-stock-Rxchanges and on the website of the stock exchanges i.e. BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at www.nseindia.com.

The Board at its meeting held on June 29, 2024, based on the recommendation of Audit Committee, approved the appointment of M/s. Alwyn Jay & Co. to undertake the Secretarial Audit of the Bank for fiscal 2025.

Maintenance of Cost Records

Being a banking company, the Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors, branch auditors and secretarial auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2024.

RELATED PARTY TRANSACTIONS

The Bank has a Board-approved Group Arm’s Length Policy which requires transactions with the group companies to be at an arm’s length. All the related party transactions between the Bank and its related parties, entered during the year ended March 31, 2024, were on arm’s length basis and were in the ordinary course of business.

The details of material related party transactions at an aggregate level for the year ended March 31, 2024 are given in Annexure B.

All related party transactions as required under Accounting Standard 18 are reported in note no. 47 of schedule 18 - Notes to Accounts of standalone financial statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated financial statements of the Bank.

The Bank has a Board-approved policy on Related Party Transactions, which has been hosted on the website of the Bank and can be viewed at https://www.icicibank.com/ about-us/other-policies.

ANNUAL RETURN

The Annual Return in Form No. MGT-7 will be hosted on the website of the Bank at https://www.icicibank.com/ about-us/annual.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations will be hosted on the Bank’s website at https://www.icicibank.com/about-us/annual. Any Member interested in obtaining a copy of the Report may write to the Company Secretary of the Bank.

The Bank has been releasing the Environmental, Social and Governance Report since fiscal 2020. The Report for fiscal 2024 will be hosted on the Bank’s website at https://www.icicibank.com/about-us/annual.

INTEGRATED REPORTING

The Bank has adopted the principles of the International Integrated Reporting Framework in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2024, please refer to the Integrated Report section of the Annual Report 2023-24.

RISK MANAGEMENT FRAMEWORK

The Bank’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The Board of Directors has oversight on all the risks assumed by the Bank. Specific committees have been constituted to facilitate focused oversight of various risks, as follows:

• The Risk Committee of the Board reviews, inter alia, risk management policies of the Bank pertaining to credit, market, liquidity, operational and outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management (ERM) frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews setting up of limits on any industry or country, migration to the advanced approaches under Basel framework, the proceedings of Group Risk Management Committee and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, reputation, technology,

information security, compliance, group and capital at risk as a part of the risk dashboard. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

•    The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank’s credit approval authorisation framework, reviews developments in key industrial sectors (along with exposure to these sectors), the Bank’s exposure to large borrower accounts and borrower groups. The Credit Committee also reviews major credit portfolios, non-performing loans, accounts under watch, overdues, incremental sanctions etc.

•    The Audit Committee of the Board, provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors.

•    The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/Risk Committee.

•    The Group Risk Management Committee (GRMC) oversees the group related risk management activities. GRMC inter alia, defines the frequency and framework for review of risk profile of group entities.

Summaries of reviews conducted by these committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank’s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into Credit Risk Management Group, Market

Risk Management Group, Operational Risk Management Group and Information Security Group. The Group Chief Risk Officer (GCRO) reports to the Risk Committee constituted by the Board which reviews risk management policies of the Bank. The GCRO, for administrative purposes, reports to an Executive Director of the Bank. The above mentioned groups are independent of all business operations and co-ordinate with representatives of the business units to implement the Bank’s risk management policies and methodologies.

The Internal Audit Group acts independently and is responsible for evaluating and providing objective assurance on the effectiveness of internal controls, risk management and governance processes within the Bank and suggest improvements. The Internal Audit Group maintains appropriately qualified personnel to fulfill its responsibilities. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Bank has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with the requirements of ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013’. The Bank has complied with provisions relating to the constitution of Internal Committee under the said Act.

The details pertaining to number of complaints during the year has been provided below:

(a)    number of complaints filed during the financial year: 133

(b)    number of complaints disposed off during the financial year: 133

(c)    number of complaints pending¹Â at end of the financial year: Nil

¹Â All complaints received during fiscal 2024 have been dosed within the applicable turnaround time (90 days},

CORPORATE GOVERNANCE

The corporate governance framework at ICICI Bank is based on an effective independent Board, the separation of the Board’s supervisory role from the executive management and the constitution of Board committees to oversee critical areas. At March 31, 2024, Independent

Directors constituted a majority on most of the committees and also chaired most of the committees.

I. Philosophy of Corporate Governance

At ICICI Bank, we are committed to maintain the highest standards of governance in the conduct of our business and continuously strive to create lasting value for all our stakeholders. We focus on maintaining comprehensive compliance with the laws, rules and regulations that govern our business and promote a culture of accountability, transparency and ethical conduct across the Bank.

Group Code of Business Conduct and Ethics

The Group Code of Business Conduct and Ethics for Directors and employees of the ICICI Group aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the ICICI Group. This Code is reviewed on an annual basis and the latest Code is available on the website of the Bank at https://www.icicibank.com/managed-assRts/docs/ personal/general-links/code of business conduct ethics.pdf. Pursuant to the SEBI Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of the Annual Report.

Code of Conduct as prescribed under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Bank has adopted the Code on Prohibition of Insider Trading.

Material Subsidiaries

In accordance with the requirements of the SEBI Listing Regulations, the Bank has formulated a Policy for determining Material Subsidiaries and the same has been hosted on the website of the Bank at https://www.icicibank.com/about-us/other-policies.

The Bank does not have any material unlisted subsidiary. ICICI Prudential Life Insurance Company Limited (ICICI Life) is a material listed subsidiary of the Bank in terms of the provisions of the SEBI Listing Regulations. The additional details with regard to ICICI Life are as follows:

Date of incorporation	July 20, 2000
Place of incorporation	Mumbai
Statutory	B S R & Co. LLP1
Auditors	Chartered Accountants Firm Registration No. 101248W/ W-100022 Date of Re-appointment: July 17, 2019 Walker Chandiok & Co. LLP Chartered Accountants Firm Registration No. 001076N/ N500013 Date of Re-appointment: June 25, 2021

¹Â B S R & Co. LLP completed ten years and retired as the joint statutory auditor of ICICI Life at the conclusion of 24^th AGM of ICICI Life held on June 28, 2024. At the same AGM, M. P. Chitale & Co. (Firm Registration No. 101851) have been appointed as one of the joint statutory auditors of ICICI Life to hold office from the conclusion of 24^th AGM of ICICI Life till the conclusion of 28^th AGM of ICICI Life.

Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Bank as well as with the nature of the industry and the business model of the Bank through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The details of the familiarisation programmes have been hosted on the website of the Bank at https://www.icicibank.com/about-us/bod-1.

Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is hosted on the website of the Bank and can be viewed at https://www.icicibank.com/about-us/other-policies.

Whistle Blower Policy

The Bank has formulated a Whistle Blower Policy, which is periodically reviewed. The policy comprehensively provides an opportunity for any employee (including directors), secondees or stakeholders of the Bank to raise any issue concerning breaches of law, accounting policies or any act

resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policy has been periodically communicated to the employees and also posted on the Bank’s intranet. Issues raised under the Whistle Blower Policy or to senior management are investigated for appropriate action, including an assessment of the impact on financial statements, if any. The Whistle Blower Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 and other applicable laws, rules and regulations. The details of establishment of the Whistle Blower Policy/vigil mechanism have been disclosed on the website of the Bank at https://www. icicibank.com/about-us/other-policies.

CEO/CFO Certification

In terms of the SEBI Listing Regulations, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained.

Details of utilisation of funds

During the year under review, the Bank has not raised any funds through preferential allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the SEBI Listing Regulations.

During the year under review, the Bank has raised ' 40,000.00 million through issue of senior unsecured redeemable long term bonds in the nature of debentures, in tranches, on private placement basis. There is no deviation in utilisation of the funds.

Fees to statutory auditors

The details of fees pertaining to services provided by the statutory auditors and entities in the network firm/network entity of which the statutory auditors are a part, to ICICI Bank Limited and its subsidiaries during the year ended March 31, 2024 are given in the following table:

Nature of service	Amount in '1
Audit	59,400,000
Certification and other audit related services	2,645,000
Total	62,045,000
1 Excludes taxes and out of pocket expenses.

Recommendations of mandatory committees

All the recommendations made by the committees of the Board mandatorily required to be constituted by the Bank under the Companies Act, 2013 and the SEBI Listing Regulations were accepted by the Board.

Credit Rating as on March 31, 2024

Foreign currency denominated instruments issued by the Bank

Moody's: Moody's Investors Services S&P: S&P Global Ratings CARE: CARE Ratings Limited, India ICRA: ICRA Limited, India CRISIL: CRISIL Limited, India

Certificate from a Company Secretary in practice

In terms of the SEBI Listing Regulations, the Bank has obtained a Certificate from a Company Secretary in practice that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority.

 

Instrument type	Moody's		S&P
Senior unsecured medium term notes	Baa3		BBB-
Certificate of Deposits	P-3		-
Rupee denominated instruments issued by the Bank
Instrument type	CARE	ICRA		CRISIL
Tier II bonds (Basel III)	CARE AAA	[ICRA] AAA		-
Additional Tier 1 bonds (Basel III)	CARE AA+	[ICRA] AA+		CRISIL AA+
Unsecured redeemable bonds	CARE AAA	[ICRA] AAA		CRISIL AAA
Lower Tier II Bond	CARE AAA	[ICRA] AAA		-
Long term bonds issued by erstwhile ICICI Limited	CARE AAA	[ICRA] AAA		CRISIL AAA
Certificate of Deposits	CARE A1+	[ICRA] A1+		-
Fixed deposits	CARE AAA	[ICRA] AAA		-

The Certificate of Company Secretary in practice is annexed herewith as Annexure C.

Board of Directors

ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, the Companies Act, 2013 and the SEBI Listing Regulations and in accordance with good corporate governance practices. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.

The Board of the Bank at March 31, 2024 consisted of thirteen Directors, out of which nine were Independent Directors and four were Executive Directors.

There were ten Meetings of the Board during the year - April 22, May 28, June 29, July 22, September 15, October 21, November 24 and December 20 in 2023 and January 20 and February 15-17 in 2024.

There were no inter-se relationships between any of the Directors.

BOARD’S REPORT

Name of Director	Board Meetings attended during the year	Attendance at last AGM (August 30, 2023)	Number of directorships		Number of other committee memberships 1	Directorships in other listed entity and category of directorship
			of other Indian public limited companies	of other Indian companies
Hari L. Mundra (DIN: 00287029)	10/10	Present	1	-	1(1)	-
B. Sriram (DIN: 02993708)	10/10	Present	5	1	6(1)	•    Nippon Life India Asset Management Limited (ID) •    TVS Motor Company Limited (ID) •    TVS Supply Chain Solutions Limited (ID)
S. Madhavan (DIN: 06451889)	10/10	Present	4	3	7(3)	•    Sterlite Technologies Limited (ID) •    HCL Technologies Limited (ID) •    Procter & Gamble Health Limited (ID) •    Eicher Motors Limited (ID)
Vibha Paul Rishi (DIN: 05180796)	10/10	Present	5	Â	6(3)	•    ICICI Prudential Life Insurance Company Limited (ID) •    Asian Paints Limited (ID) •    Tata Chemicals Limited (ID) •    Piramal Pharma Limited (ID)
Executive Directors	Â	Â	Â	Â	Â	Â
Sandeep Bakhshi, Managing Director & Chief Executive Officer (DIN: 00109206)	10/10	Present	Â	Â	Â	Â
Sandeep Batra (DIN: 03620913)	10/10	Present	4	Â	3(0)	•    ICICI Lombard General Insurance Company Limited (NED) •    ICICI Prudential Life Insurance Company Limited (NED)
Rakesh Jha (DIN: 00042075)	9/10	Present	4	Â	1(1)	•    ICICI Home Finance Company Limited (NED) •    ICICI Lombard General Insurance Company Limited (NED) •    ICICI Securities Limited (NED)
Ajay Kumar Gupta (w.e.f. March 15, 2024) (DIN: 07580795)	Â	N.A.	Â	Â	Â	Â

Independent Director (ID)

Non-executive Director (NED)

One meeting of the Board was held and attended by Anup Bagchi (DIN:00105962) during his tenure on the Board of the Bank,

¹Â Includes only chairmanship/membership of Audit Committee and Stakeholders' Relationship Committee of other Indian public limited companies, Figures in parentheses indicate committee chairpersonships,

The profiles of the Directors can be viewed on the website of the Bank at https://www.icidbank.com/about-us/bod-1.

Annual Report 2023-24 | 81

Skills/expertise/competence of the Board of Directors

The Bank has identified the core skills/expertise/competence of the Board of Directors as required under Section 10A(2) (a) of the Banking Regulation Act, 1949 in the context of its business(s) and the sectors(s) for it to function effectively and has been in compliance with the same.

The Board has constituted various committees, namely, Audit Committee, Board Governance, Remuneration & Nomination Committee, Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee, Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship Committee and Review Committee for Identification of Wilful Defaulters/Non Co-operative Borrowers.

The quorum of the Board committees was increased from at least two members to at least three members with effect from June 30, 2019, to transact business at any Board committee meeting and in case where the committee comprises of two members only or where two members are participating, then any Independent Director may attend the meeting to fulfil the requirement of three members.

The terms of reference of the Board committees as mentioned above, their composition and attendance of the respective Members at the various committee meetings held during fiscal 2024 are set out below:

II. Audit Committee Terms of Reference

The Audit Committee provides direction to the audit function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include examining the financial statements and auditors’ report and overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, review of the quarterly and annual financial statements before submission to the Board, review of management’s discussion & analysis, recommendation of appointment, terms of appointment, remuneration and removal of central and branch statutory auditors and chief internal auditor, approval of payment to statutory auditors for other permitted services rendered by them, reviewing and monitoring with the management the auditor’s independence and the performance and effectiveness of the audit process, approval of transactions with related parties or any subsequent modifications and utilization of loans and/or advances from/investment by the Bank in its subsidiaries. The Audit Committee also reviews the functioning of the Whistle-Blower Mechanism,

adequacy of internal control systems and the internal audit function, compliance with inspection and audit reports and reports of statutory auditors, findings of internal investigations, management letters/letters on internal control weaknesses issued by statutory auditors/internal auditors, investment in shares and advances against shares. The Audit Committee responsibilities also include reviewing with the management the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter, discussion on the scope of audit with external auditors, examination of reasons for substantial defaults, if any, in payment to stakeholders, valuation of undertakings or assets, evaluation of risk management systems and scrutiny of inter-corporate loans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public accounting firm, establish procedures for receipt and treatment of complaints received regarding accounting, internal accounting controls and auditing matters and engage independent counsel as also provide for appropriate funding for compensation to be paid to any firm/advisors. In addition, the Audit Committee also exercises oversight on the regulatory compliance function of the Bank. The Committee also considers and comments on rationale, cost-benefits and impact of schemes involving merger/demerger/ amalgamation etc., on the Bank and its shareholders. The Audit Committee is also empowered to approve the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

Composition

There were sixteen meetings of the Committee during the year - April 15, April 21, June 29, July 7, July 19, July 21, August 24, October 18, October 19, October 20, November 20 and December 14 in 2023 and January 17, January 19, February 24 and March 26 in 2024. The details of the composition of

the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of
	meetings attended
Uday Chitale, Chairman	16/16
S. Madhavan	16/16
Radhakrishnan Nair	16/16

III. Board Governance, Remuneration & Nomination Committee

Terms of Reference

The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the performance of the wholetime/Independent Directors and the Board and to extend or continue the term of appointment of Independent Directors on the basis of the report of performance evaluation of Independent Directors, recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to wholetime Directors and senior management personnel. The functions also include approving the policy for and quantum of bonus payable to the members of the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme/Employees Stock Unit Scheme and decide on the grant of options/units to employees and wholetime Directors of the Bank and its subsidiary companies.

Composition

There were seven meetings of the Committee during the year - April 21, 2023, May 28, 2023, July 20, 2023, October 20, 2023, November 23, 2023, January 19, 2024 and February 17, 2024. The details of the composition of the Committee and attendance

at its meetings held during the year are set out in the following table:

Name of Member	Number of
	meetings attended
Neelam Dhawan, Chairperson	7/7
Girish Chandra Chaturvedi (upto June 30, 2024)	7/7
Pradeep Kumar Sinha (w.e.f. February 23, 2024)	-
B. Sriram	7/7

Policy/Criteria for Directors’ Appointment

The Bank with the approval of its BGRNC has put in place a policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director as well as a policy on Board diversity. The policy has been framed based on the broad principles as outlined hereinafter. The Committee evaluates the composition of the Board and vacancies arising in the Board from time to time. The Committee while recommending candidature of a Director considers the special knowledge or expertise possessed by the candidate as required under the Banking Regulation Act, 1949. The Committee assesses the fit and proper credentials of the candidate and the companies/ entities with which the candidate is associated either as a director or otherwise and as to whether such association is permissible under RBI guidelines and the internal norms adopted by the Bank. For the above assessment, the Committee is guided by the guidelines issued by RBI in this regard.

The Committee also evaluates the prospective candidate for the position of a Director from the perspective of the criteria for independence prescribed under the Companies Act, 2013 as well as the SEBI Listing Regulations. For a Non-executive Director to be classified as Independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Committee reviews the same and determine the independence of a Director.

The Committee based on the above assessments makes suitable recommendations on the appointment of Directors to the Board.

Remuneration policy

The Compensation Policy of the Bank is in line with the RBI circulars and in compliance with the requirements for the Remuneration Policy as prescribed under the Companies Act, 2013. The Policy is divided into the segments, Part A, Part B and Part C where Part A covers the requirements for wholetime Directors & employees pursuant to RBI guidelines, Part B relates to compensation to Non-executive Directors (except Non-executive Part-time Chairman) and Part C relates to compensation to Non-executive Part-time Chairman. The Compensation Policy is available on the website of the Bank at https://www.icicibank. com/about-us/other-policies.

The remuneration payable to Non-executive/ Independent Directors is governed by the provisions of the Banking Regulation Act, 1949, RBI guidelines issued from time to time and the provisions of the Companies Act, 2013 and related rules to the extent these are not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines.

The remuneration for the Non-executive/Independent Directors (other than Government Nominee Director) consists of sitting fee for attending each meeting of the committee/Board as approved by the Board.

In addition to sitting fee, Non-executive Directors (other than Non-executive Part-time Chairman and the Government Nominee Director) (NEDs) are also entitled to a fixed remuneration.

Considering the crucial role of NEDs in efficient functioning of bank Boards and its various committees and in order to enable the banks to sufficiently attract qualified competent individuals on their Board, RBI had, vide its circular dated February 9, 2024, revised the ceiling for fixed remuneration to NEDs from ' 2,000,000 per annum to an amount not exceeding ' 3,000,000 per annum, as may be decided by the Board of banks basis suitable criteria duly identified by it.

The Board at its meeting held on February 15-17, 2024 and the Members through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration for Non-executive Directors (other than part-time Chairman and Government Nominee Director) with effect from February 10, 2024, from ' 2,000,000 per annum to ' 3,000,000 per annum.

For the Non-executive Part-time Chairman, the remuneration, in addition to sitting fee includes such fixed payments as may be recommended by the Board and approved by the Members and RBI, maintaining a Chairman’s office at the Bank’s expense, bearing expenses for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing travel/ halting/other expenses and allowance for attending to duties as Chairman of the Bank and any other modes of remuneration as may be permitted by RBI from time to time.

The Board at its meeting held on February 15-17, 2024 and the Members through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration for the Non-executive Part-time Chairman from ' 3,500,000 per annum to ' 5,000,000 per annum with effect from April 1, 2024. The increase in fixed remuneration has been approved by RBI.

All the Non-executive/Independent Directors would be entitled to reimbursement of expenses for attending Board/committee meetings, official visits and participation in various forums on behalf of the Bank.

Performance evaluation of the Board, Committees and Directors

The Bank, on the recommendation of BGRNC and approval of the Board, has put in place a framework for evaluation of the Board, Directors, Chairperson and Committees.

The evaluations for the Directors, the Board, Chairman of the Board and the Board level committees is carried out through circulation of different questionnaires, for the Directors, for the Board, for the Chairperson of the Board and the committees respectively. The performance of the Board is assessed on select parameters related to roles, responsibilities and obligations of the Board, relevance of Board discussions, attention to strategic issues, performance on key areas, providing feedback to executive management and assessing the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation criteria for the Directors is based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.

The evaluation criteria for the Chairperson of the Board besides the general criteria adopted for assessment of all Directors, focuses on leadership abilities, effective management of meetings and preservation of interest of stakeholders.

The evaluation of the committees is based on assessment of the clarity with which the mandate of the Committee is defined, effective discharge of terms of reference of the Committees and assessment of effectiveness of contribution of the Committee’s deliberation/recommendations to the functioning/ decisions of the Board. The Bank has taken effective steps with regards to the action points arising out of

performance evaluation process for fiscal 2023. The performance evaluation process for fiscal 2024 was conducted through a comprehensive survey using an electronic survey platform and was completed to the satisfaction of the Board. The Board of Directors also identified specific action points arising out of the overall evaluation which would be executed as directed by the Board.

The evaluation process for wholetime Directors is further detailed in note no. 52 of Schedule 18 of the financial statements.

Details of Remuneration paid to Executive Directors

The BGRNC determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to Managing Director & CEO and Wholetime Directors.

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid in fiscal 2024: Details of Remuneration (?)
Â	Sandeep	Anup	Sandeep	Rakesh	Ajay Kumar
Â	Bakhshi	Bagchi1	Batra	Jha	Gupta2
Â	2023-24	2023-24	2023-24	2023-24	2023-24
Basic	34,647,600	2,472,480	29,669,760	29,669,760	11,969,574
Performance bonus paid in fiscal 20231	28,480,666	24,844,962	24,844,962	21,291,253	12,521,333
Allowances and perquisites2	29,483,876	2,475,957	26,189,059	26,970,952	21,362,459
Contribution to provident fund	4,157,712	296,698	3,560,376	3,560,376	1,436,353
Contribution to superannuation fund	-	-	-	-	-
Contribution to gratuity fund	2,886,145	205,958	2,471,491	2,471,491	997,066
Stock options3 (Number)	299,100	231,000	231,000	231,000	113,700

¹Â Â Â Â Anup Bagchi's last working day with the Bank was April 30, 2023. The above remuneration pertains to his period in the Bank,

²Â Â Â Â AJay Kumar Gupta was appointed as Executive Director effective March 15, 2024. The above remuneration is his full year earned salary.

Perquisites (evaluated as per Income-tax rules, wherever applicable, and otherwise at actual cost to the Bank in other cases) such as the benefit of the Bank’s furnished accommodation, gas, electricity, furnishings, club fees, personal and group insurance, use of car, running and maintenance of cars including drivers, telephone/IT assets at residence or reimbursement of expenses in lieu thereof, payment of income-tax on perquisites by the Bank to the extent permissible under the Income-tax Act, 1961 and rules framed thereunder, medical reimbursement, leave and leave travel concession, education and other benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to time to retired wholetime Directors of the Bank or the members of the staff. In line with the staff loan policy applicable to specified grades of employees who fulfil prescribed eligibility criteria to avail loans for purchase of residential property, the Wholetime Directors are also eligible for housing loans. The stock options vest in a graded manner over a three-year period, with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of the grant. The options so vested are to be exercised within 5 years from the date of vesting.

The Bank does not pay any severance fees to its Managing Director & CEO or to its Wholetime Directors. The tenure of the office of Managing Director & CEO and the Wholetime Directors of the Bank is in the range of three to five years. The appointment is subject to approval of RBI and the Members. The notice period for each of them, as specified in their respective terms of appointments is two months.

Neither the Managing Director & CEO nor the Wholetime Directors received any remuneration or commission from any of the subsidiary companies. During fiscal 2024, Sandeep Bakhshi exercised certain stock options of ICICI Life, subsidiary of the Bank which were granted to him in the earlier year(s) when he was associated with ICICI Life. The Bank does not have any holding company.

Remuneration disclosures as required under the RBI Guidelines

The remuneration related disclosures as required under the RBI Guidelines on Compensation of Whole Time Directors/Chief Executive Officers/Material Risk

Takers and Control Function staff are disclosed in note no. 52 of Schedule 18 of the financial statements.

Details of Remuneration to Non-executive Directors

The Bank pays sitting fee of ' 100,000 to Nonexecutive Directors for attending each meeting of the Board and Board level committees viz. Audit Committee, Board Governance, Remuneration & Nomination Committee, Credit Committee, Corporate Social Responsibility Committee, Customer Service Committee, Fraud Monitoring Committee, Information Technology Strategy Committee, Stakeholders Relationship Committee, Risk Committee and Review Committee for identification of Wilful Defaulters/Non Co-operative Borrowers.

I nformation on the total remuneration paid to each Non-executive Director during fiscal 2024 is set out in the following table:

Amount (?)
Name of Director	Sitting Fees	Remuneration1
Girish Chandra Chaturvedi	3,000,000	3,500,000
Pradeep Kumar Sinha2	100,000	241,758
Hari L. Mundra	4,800,000	2,000,000
S. Madhavan	4,100,000	2,000,000
Neelam Dhawan	2,900,000	2,000,000
Radhakrishnan Nair	3,800,000	2,000,000
B. Sriram	5,400,000	2,000,000
Uday Chitale	3,600,000	2,000,000
Vibha Paul Rishi	2,700,000	2,000,000

¹Â Â Â Â The Independent Directors of the Bank including Chairman receive sitting fees for attending each meeting of the Board/ committee as approved by the Board. The Board at its meeting held on February 15-17, 2024 and the Members through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration payable to Non-executive Directors (excluding Part-time Chairman and Director nominated by Government of India) from ' 2,000,000 per annum to ' 3,000,000 per annum with effect from February 10, 2024. The differential remuneration for the period with effect from February 10, 2024 till March 31, 2024 has been paid to the Non-executive Directors (other than Part-time Chairman) on proportionate basis in fiscal 2025.

²Â Â Â Â Appointed as an Independent Director with effect from February 17, 2024.

Disclosures required with respect to Section 197(12) of the Companies Act, 2013

The ratio of the remuneration of each director to the median employee’s remuneration and such other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended from time to time.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Independent Directors1
Girish Chandra Chaturvedi, Chairman	11.05:1
Pradeep Kumar Sinha2	0.58:1
Hari L. Mundra	11.56:1
S. Madhavan	10.37:1
Neelam Dhawan	8.33:1
Radhakrishnan Nair	9.86:1
B. Sriram	12.58:1
Uday Chitale	9.52:1
Vibha Paul Rishi	7.99:1
Executive Directors
Sandeep Bakhshi, Managing Director & CEO	120:1
Sandeep Batra	104:1
Rakesh Jha	104:1
Ajay Kumar Gupta3	104:1
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
Sandeep Bakhshi, Managing Director & CEO	4%
Sandeep Batra, Executive Director	4%
Rakesh Jha, Executive Director	4%
Ajay Kumar Gupta, Executive Director4	10%
Anindya Banerjee, Group Chief Financial Officer	5%
Prachiti Lalingkar, Company Secretary	30%

(iii)    The percentage increase in the median remuneration of employees in the financial year;

The percentage increase in the median remuneration of employees in the financial year was around 12.6%.

(iv)    The number of permanent employees on the rolls of company;

The number of employees, as mentioned in the section on ‘Management’s Discussion & Analysis’ is 141,009. Out of this, the employees on permanent rolls of the Bank are 135,900 including employees in overseas locations.

(v)    Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average percentage increase made in the salaries of total employees other than the Key Managerial Personnel for fiscal 2024 was around 13%, while the average increase in the remuneration of the Key Managerial Personnel was in the range of 4%- 30%⁴.

(vi)    Affirmation that the remuneration is as per the remuneration policy of the company.

Yes

Notes:

¹Â The Independent Directors of the Bank including Chairman receive sitting fees for attending each Meeting of the Board/Committee as approved by the Board. The ratio of remuneration as stated in point (i) above is calculated after considering sitting fees and fixed remuneration paid during fiscal 2024. The Board at its meeting held on February 15-17, 2024 and the Members through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration payable to Non-executive Directors (excluding Part-time Chairman and Director nominated by Government of India) from ' 2,000,000 per annum to ' 3,000,000 per annum with effect from February 10, 2024, subject to the approval of Members. The differential remuneration for the period with effect from February 10, 2024 till March 31, 2024 has been paid

to the Non-executive Directors (other than Part-time Chairman) in fiscal 2025.

²Â Â Â Â Director with effect from February 17, 2024.

³Â Â Â Â The ratios are computed on annualized remuneration in the capacity of Executive Director, which was effective March 15, 2024 for AJay Kumar Gupta.

⁴    AJay Kumar Gupta was appointed as Executive Director of the Bank effective March 15, 2024 with the salary increase of 108%.

⁵    Anup Bagchi’s last working day with the Bank was April 30, 2023. The ratio of his annualized remuneration to the median remuneration of the employees was 104:1 and the percentage increase in his remuneration was 4%.

Particulars of Senior Management Personnel (SMP)

(a)    Changes in SMP during fiscal 2024

Atul Kumar, Divyesh Shah, Manish Maheshwari, Pankaj Kohli, Prachiti Lalingkar, Pramod Dubey, Rohit Poddar, Shamala Potnis, Swanandi Phalnikar and Vikas Singhvi were included in the list of senior management based on the eligibility criteria approved by the Board. Rajesh Nair, Saurabh Singh, Sudipta Roy, Ranganath Athreya, Vandana Jogani and Vishal Batra, were excluded from the list of senior management either owing to their retirement/resignation from the Bank or changes in the organization structure. Ajay Kumar Gupta was a senior management personnel for a period till March 14, 2024.

(b)    List of SMP as on March 31, 2024

Anindya Banerjee (Group Chief Financial Officer), Anish Madhavan (Group Chief Internal Auditor and Head Financial Crime Prevention), Anubhuti Sanghai (Head - Transaction Banking, Supply Chain Finance and Retail Trade Products), Anuj Bhargava (Head - Global Clients Group, Multi National Clients, Public Sector Undertaking and Advisory), Atul Arora (Head - Assets, Priority Sector Lending and Debt Service Management Group), Atul Kumar (Head - Payment Operations Group), Balaji V.V. (Chief Technology Officer), Bijith Bhaskar (Head - Cards, Payment Solutions, E-Commerce Ecosystem, Merchant Ecosystem and Consumer Finance), Divyesh Shah (Head - Operations Innovation, Digitisation, Analytics and Customer Relationship Management),

G Srinivas (Chief Risk Officer), Hitesh Sachdev (Head - Start Up Engagement and Investments), Manish Maheshwari (Head - Treasury & Securities Services Group), Nilanjan Sinha (General Counsel), Pankaj Kohli (Head - Business Credit and Credit Policy - Business Banking), Partha Dey (Head - Services Sector; Retail Structured Finance and Financial Institutions Group), Prachiti Lalingkar (Company Secretary), Pramod Dubey (Head - Assets & Liabilities Operations), Pranav Mishra (Head - Customer 360, Deposits Products, Business & Service Centre Processes & Compliance, Marketing & Alliances and ATM), Prasanna Balachander (Group Head - Global Markets - Sales, Trading and Research), Pravendra Shah (Chief of Internal Vigilance), Rajesh Iyer (Head - Private Banking), Rajesh Rai (Business Head - Retail and Business Banking), Rohit Poddar (Head - Retail Credit & Credit Policy - Retail Banking and Mortgage Valuation Group), Sanjay Singhvi (Head - Trust Association Societies & Clubs and Government Banking Group), Shamala Potnis (Head - Central Reconciliation), Sidharatha Mishra (Head -Wealth, Digital Channels & Partnerships and Customer Service), Sriram Hariharan (Head -International Banking Group, Global Remittances and NRI Services), Subir Saha (Group Chief Compliance Officer), Sujit Ganguli (Head -Corporate Brand and Communications), Sumit Sanghai (Head - Large Clients Group, Capital Markets, Construction Realty & Funding Group, Asset Evaluation & Monetization, Custody and Financial Sponsors), Swanandi Phalnikar (Head - Trade Finance Operations Group), T K Srirang (Group Chief Human Resources Officer and Head Infrastructure Management & Services Group), Vikas Agarwal (Head - Financial Sponsors and Syndications), Vikas Singhvi (Head - Retail Remittance and International Operations), Vyom Upadhyay (Head - Data Science and Analytics).

IV. Corporate Social Responsibility Committee Terms of Reference

The functions of the Committee include review of corporate social responsibility (CSR) initiatives undertaken by the ICICI Group and the ICICI Foundation for Inclusive Growth, formulation and recommendation to the Board of a CSR Policy

indicating the activities to be undertaken by the Bank and recommendation of the amount of expenditure to be incurred on such activities, identifying the focus, from among the themes specified in Schedule VII of the Companies Act, 2013, for initiatives to be undertaken by the Bank, reviewing and recommending the annual CSR plan to the Board with details of CSR initiatives and projects and schedule of implementation, monitoring the CSR activities, implementation and compliance with the CSR Policy, reviewing the submissions to be made to the Board with respect to implementation of the annual CSR action plan including the disbursement of funds for the purposes and manner as approved, implementation of on-going projects as per approved timelines and year-wise allocation of funds, any modifications to be suggested to ongoing projects, earmarking unspent CSR amount, if any, in subsequent periods as prescribed in the Companies Act, 2013 and suggest deployment of any amount spent in excess of the requirement for set-off in subsequent years, reviewing impact assessment of projects, and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other body.

Composition

There were four meetings of the Committee during the year - April 20, 2023, July 21, 2023, October 19, 2023 and January 18, 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of meetings attended
Girish Chandra Chaturvedi, Chairman (upto June 30, 2024)	4/4
Pradeep Kumar Sinha (w.e.f. February 23, 2024)	-
Radhakrishnan Nair	4/4
Uday Chitale	4/4
Vibha Paul Rishi	4/4
Anup Bagchi (upto April 30, 2023)	1/1
Rakesh Jha (w.e.f. May 1, 2023)	3/3

The Board at its meeting held on June 29, 2024 reconstituted the Committee and appointed Pradeep Kumar Sinha as the Chairman of the Committee with effect from July 1, 2024.

Details about the policy developed and implemented by the Company on CSR initiatives taken during the year

ICICI Bank has a long-standing commitment towards socio-economic development through CSR initiatives. The CSR Policy sets the framework guiding the CSR activities to be undertaken. The CSR activities are primarily in the areas of healthcare, environment and ecology, sustainable livelihoods and skilling, social interventions including financial literacy, social awareness and other activities as may be permitted under applicable law. The activities are implemented either directly or through the ICICI Foundation for Inclusive Growth.

The CSR policy was reviewed and updated in June 2024 to facilitate the Bank’s endeavour to take up multi-year CSR projects to make sustainable impact. The CSR policy has been hosted on the website of the Bank at https://www.icicibank.com/ about-us/corporate-social-responsibility.

The Annual Report on the Bank’s CSR activities is annexed herewith as Annexure D.

V. Credit Committee Terms of Reference

The functions of the Committee inter alia includes review of developments in key industrial sectors, major credit portfolios and approval of credit proposals as per the authorisation approved by the Board.

Composition

There were thirty-one meetings of the Committee during the year - April 11, April 27, May 9, May 17, June 9, June 23, June 30, July 14, July 28, August 3, August 9, August 17, August 29, September 12, September 21, September 29, October 13, October 26, November 9, November 20, November 28, December 22 and December 29 in 2023 and January 12, January 24, February 7, February 14, February 29, March 11, March 26 and March 30 in 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of meetings attended
Sandeep Bakhshi, Chairman	31/31
Hari L. Mundra	29/31
B. Sriram	31/31
Rakesh Jha (w.e.f. May 1, 2023)	29/29
Anup Bagchi (upto April 30, 2023)	2/2

VI. Customer Service Committee Terms of Reference

The functions of this Committee include review of customer service initiatives, overseeing the functioning of the Standing Committee on Customer Service (Customer Service Council) and evolving innovative measures for enhancing the quality of customer service and improvement in the overall satisfaction level of customers.

Composition

There were four meetings of the Committee during the year - May 17, 2023, August 8, 2023, November 9, 2023 and February 14, 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of
	meetings attended
Vibha Paul Rishi, Chairperson	4/4
Hari L. Mundra	4/4
Sandeep Bakhshi	3/4
Rakesh Jha	4/4

VII. Fraud Monitoring Committee Terms of Reference

The Committee monitors and reviews all the frauds involving an amount of ' 10.0 million and above with the objective of identifying the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to rectify the same. The functions of this Committee include identifying the reasons for delay in detection, if any, and reporting to top management of the Bank and RBI on the same. The status of filing of complaint with law enforcement agencies and recovery position is also monitored by

the Committee. The Committee also ensures that staff accountability is examined at all levels in all the cases of frauds and action, if required, is completed quickly without loss of time. The role of the Committee is also to review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls.

Composition

There were six meetings of the Committee during the year - April 13, 2023, July 21, 2023, October 20, 2023, December 15, 2023, January 19, 2024 and February 20, 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of meetings attended
Radhakrishnan Nair, Chairman	6/6
S. Madhavan	6/6
Neelam Dhawan	6/6
Sandeep Bakhshi	6/6
Rakesh Jha	6/6

VIII. Information Technology Strategy Committee Terms of Reference

The functions of the Committee are to approve strategy for Information Technology (IT) and policy documents, ensure that IT strategy is aligned with business strategy, review performance with reference to IT & IS key risk indicators including periodic review of such risk indicators, ensure proper balance of IT investments for sustaining the Bank's growth, oversee the aggregate funding of IT at Bank-level, ascertain if the management has resources to ensure the proper management of IT risks, review contribution of IT to business, oversee the activities of Digital Council, review technology from a future readiness perspective, overseeing key projects progress & critical IT systems performance including review of IT capacity requirements and adequacy and effectiveness of business continuity management and disaster recovery, review of special IT initiatives, review cyber risk, consider the RBI inspection report/ directives received from time to time by the Bank in the areas of information technology and cyber security and to review the compliance of various actionables

arising out of such reports/directives as may be deemed necessary from time to time and review deployment of skilled resources within Technology and Information Security function to ensure effective and efficient deliveries

Composition

There were five meetings of the Committee during the year - April 13, 2023, July 20, 2023, October 12, 2023, January 18, 2024 and March 28, 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

Composition

There were eight meetings of the Committee during the year April 21, 2023, June 9, 2023, June 23, 2023, July 20, 2023, October 20, 2023, January 19, 2024, February 9, 2024 and March 22, 2024.

The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of meetings attended
B. Sriram, Chairman	5/5
Neelam Dhawan	5/5
Anup Bagchi (upto April 30, 2023)	1/1
Sandeep Batra	5/5
Rakesh Jha (w.e.f. May 1, 2023)	4/4

Name of Member	Number of meetings attended
S. Madhavan, Chairman	8/8
Girish Chandra Chaturvedi (upto June 30, 2024)	8/8
Pradeep Kumar Sinha (w.e.f. February 23, 2024)	1/1
Vibha Paul Rishi	8/8
Sandeep Batra	8/8

IX. Risk Committee Terms of Reference

The functions of the Committee are to review ICIG Bank’s risk management policies pertaining to credit, market, liquidity, operational, outsourcing, reputation risks, business continuity plan and disaster recovery plan and approve Broker Empanelment Policy and any amendments thereto. The functions of the Committee also include setting limits on any industry or country, review of the ERM framework, Risk Appetite for the Bank, stress testing framework, ICAAP and framework for capital allocation; review of the Basel framework, risk dashboard covering various risks, outsourcing activities, the activities of the Asset Liability Management Committee and the proceedings of the Group Risk Management Committee. The Committee also carries out Cyber Security risk assessment. The appointment, removal and terms of remuneration of the Chief Risk Officer is subject to review by the Committee. The Committee keeps the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken. The Committee coordinates its activities with

X. Stakeholders Relationship Committee Terms of Reference

The functions of the Committee include approval and rejection of transmission of shares, bonds, debentures, issue of duplicate certificates, allotment of securities from time to time, redressal and resolution of grievances of security holders, delegation of authority for opening and operation of bank accounts for payment of interest/dividend.

Composition

There were four meetings of the Committee during the year - April 21, 2023, July 21, 2023, October 19, 2023 and January 19, 2024. The details of the composition of the Committee and attendance at its meetings held during the year are set out in the following table:

Name of Member	Number of
	meetings attended
Hari L. Mundra, Chairman	4/4
Uday Chitale	4/4
Sandeep Batra	4/4

Prachiti Lalingkar, Company Secretary of the Bank acts as the Compliance Officer in accordance with the requirements of the SEBI Listing Regulations. 481 investor complaints were received in fiscal 2024. At March 31, 2024, three complaints remained unresolved which were subsequently disposed off within the prescribed timelines.

XI.    Review Committee for Identification of Wilful Defaulters/Non Co-operative Borrowers

Terms of Reference

The function of the Committee is to review the order of the Committee for identification of wilful defaulters/ non co-operative borrowers (a Committee comprising wholetime Directors and senior executives of the Bank to examine the facts and record the fact of the borrower being a wilful defaulter/non co-operative borrower) and confirm the same for the order to be considered final.

Composition

The Managing Director & CEO is the Chairman of this Committee and any two independent Directors comprise the remaining members. One Meeting of the Committee was held during the year. The Committee Meeting held on September 1, 2023 was attended by Sandeep Bakhshi, Uday Chitale and Radhakrishnan Nair.

XII.    Separate Meeting of Independent Directors

During the year, the Independent Directors met on April 22, 2023 inter alia to review the matters

statutorily prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

XIII. Other Committees

A meeting of the Committee comprising of all the Independent Directors of the Bank was held on June 29, 2023. The Committee recommended to the Board of Directors of the Bank, the draft scheme of arrangement for delisting of ICICI Securities under Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and making ICICI Securities a wholly owned subsidiary of the Bank.

I n addition to the above, the Board has from time to time constituted various committees, namely, Committee of Executive Directors, Executive Investment Committee, Asset Liability Management Committee, Committee for Identification of Wilful Defaulters/Non Co-operative Borrowers, Committee of Senior Management (comprising certain wholetime Directors and Executives), Committee of Executives, Compliance Committee, Group Risk Management Committee, Process Approval Committee, Outsourcing Committee, Operational Risk Management Committee, Vigilance Committee, Product Governance Forum and other committees. These committees are responsible for specific areas like asset liability management, approval/renewal of credit proposals, review of group risk management framework, approval of products and processes and management of operational risk, etc., under authorisation/supervision of the Board and its committees.

XIV.General Body Meetings Annual General Meetings The details of General Body Meetings held in the last three years are given below:
General Body Meeting	Day, Date	Time	Venue
Twenty-Ninth Annual General Meeting	Wednesday, August 30, 2023	2:00 p.m.	Meeting held through Video Conferencing/ Other Audio Visual Means
Twenty-Eighth Annual General Meeting	Tuesday, August 30, 2022	3:00 p.m.	Meeting held through Video Conferencing/ Other Audio Visual Means
Twenty-Seventh Annual General Meeting	Friday, August 20, 2021	3:00 p.m.	Meeting held through Video Conferencing/ Other Audio Visual Means

 

The details of the Special Resolutions passed at the Annual General Meetings held in the year 2023 and 2022 are given below:
General Body Meeting	Day, Date	Resolutions
Twenty-Ninth Annual General Meeting	Wednesday, August 30, 2023	•    Re-appointment of Hari L. Mundra (DIN: 00287029) as an Independent Director of the Bank •    Re-appointment of B. Sriram (DIN: 02993708) as an Independent Director of the Bank •    Re-appointment of S. Madhavan (DIN: 06451889) as an Independent Director of the Bank
Twenty-Eighth Annual General Meeting	Tuesday, August 30, 2022	•    Re-appointment of Neelam Dhawan (DIN: 00871445) as an Independent Director of the Bank •    Re-appointment of Uday Chitale (DIN: 00043268) as an Independent Director of the Bank •    Re-appointment of Radhakrishnan Nair (DIN: 07225354) as an Independent Director of the Bank •    Approval and adoption of ‘ICICI Bank Employees Stock Unit Scheme - 2022’ •    Approval of grant of Units to the eligible employees of select unlisted wholly owned subsidiaries under ‘ICICI Bank Employees Stock Unit Scheme - 2022’
No Special Resolution was	passed at the Twenty-Seventh Annual General Meeting held on Friday, August 20, 2021.

 

National Company Law Tribunal (NCLT) Convened Meeting

In accordance with the order dated January 18, 2024 passed by the Hon’ble NCLT, Ahmedabad Bench, the Meeting of Equity Shareholders of the Bank was convened on March 27, 2024, through Video Conference/Other Audio Visual Means, to consider and approve, the Scheme of Arrangement amongst the Bank and ICICI Securities and their respective shareholders for delisting of equity shares of ICICI Securities by issuing equity shares of the Bank to the public shareholders of ICICI Securities in lieu of cancellation of their equity shares in ICICI Securities.

The Bank had extended the remote e-voting facility for its equity shareholders, to enable them to cast their votes electronically. Further, the e-voting facility during the Meeting was also available for those equity shareholders, who were present in the Meeting and had not cast their vote through remote e-voting and were otherwise not barred from doing so.

Vinita Nair of Vinod Kothari & Company, Practicing Company Secretaries, Scrutinizer submitted her report on March 27, 2024. Basis the consolidated Scrutinizer’s Reports, the resolution approving the

said Scheme of Arrangement was passed by the Equity Shareholders:

•    with requisite statutory majority under Section 230 of the Companies Act, 2013;

•    with requisite statutory majority of Public Shareholders under Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

•    with requisite statutory majority of Public Shareholders under the Master Circular on

(i)    Scheme of Arrangement by Listed Entities and

(ii)    Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 dated June 20, 2023.

The Scrutinizer Reports and the Voting results of the said Meeting are available on the website of the stock exchanges and website of the Bank.

Postal Ballot

No resolution was passed through postal ballot during fiscal 2024.

In accordance with the applicable provisions of the Companies Act, 2013 read with rules made thereunder and the General Circulars issued by

the Ministry of Corporate Affairs, approval of the Members was sought vide Postal Ballot Notice dated April 5, 2024 by way of electronic voting (‘remote e-voting’) on the following Resolutions:

1.    Special Resolution for appointment of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024;

2.    Ordinary Resolution for compensation payable to Pradeep Kumar Sinha (DIN: 00145126) as Non-Executive Part-time Chairman with effect from July 1, 2024 or the date of approval from Reserve Bank of India, whichever is later;

3.    Ordinary Resolution for revision in compensation in the form of fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman and the Director nominated by the Government of India);

4.    Ordinary Resolution for revision in fixed remuneration of Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part-time) Chairman; and

5.    Ordinary Resolution for appointment of Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director (designated as Executive Director) with effect from March 15, 2024 and payment of remuneration to him.

Vinita Nair of Vinod Kothari & Company, Practicing Company Secretaries, Scrutinizer submitted her report on May 15, 2024. Basis the consolidated Scrutinizer’s report, all the above resolutions were passed with requisite majority on May 14, 2024 (being the last date of remote e-voting).

The Scrutinizer Report and the Voting results of the said Meeting are available on the website of the stock exchanges and website of the Bank.

None of the businesses proposed to be transacted at the ensuing AGM require passing of resolution through postal ballot.

XV. Disclosures

1. There are no materially significant transactions with related parties i.e., directors, management, subsidiaries, or relatives conflicting with the Bank’s interests. The Bank has no promoter.

2. Details of non-compliance by the Bank, penalties or strictures imposed on the Bank by stock exchanges or SEBI or any statutory authority, on any matter relating to capital markets, during the last three years are detailed as under:

(i)    SEBI issued administrative warning letter dated March 30, 2024 in respect of the observations identified during the inspection of Depository Participant (DP) activities for the following observations:

a.    In one instance, bank account was not updated in back-office system.

b.    I n one instance of Delivery Instruction Slip (DIS) issuance, DP has issued DIS booklet to client on April 17, 2023 but same was not entered in Depository Participant Module system.

The Bank vide its letter dated April 6, 2024 to SEBI, has submitted action taken report on the observations made by SEBI. Further, as advised by SEBI, the aforementioned letter from SEBI along with inspection findings and the corrective steps taken by the Bank were placed before the Board of Directors in its meeting held on April 27, 2024. The Board noted the steps taken by the Bank and advised to ensure compliance with the instructions issued by SEBI. The same was informed to SEBI by the Bank vide letter dated May 30, 2024.

(ii)    BSE and NSE had levied a fine of ' 11,800 each for delay in submitting the notice of record date in one instance under Regulation 60(2) of the SEBI Listing Regulations. The Bank paid fines to both the stock exchanges and filed for waiver of the fine. BSE and NSE vide its communication dated March 31, 2023 and May 15, 2023 respectively, waived the fine.

(iii)    SEBI issued an administrative warning on March 2, 2023 for collection of registration fees in advance before registration of Common Application Form (CAF) and collection of balance fees in case of re-categorization of FPI category and non-updation of operational manual with specific section to deal with specific

entities. The Bank has submitted its action taken report to SEBI. Further, the Board of Directors noted the steps taken by the Bank and advised to ensure timely compliance with the instruction issued by SEBI. The same was informed to SEBI.

(iv)    SEBI issued an administrative warning on October 14, 2022 for failure to transfer amounts pertaining to written off securities to the Investor Protection and Education Fund within prescribed timelines and delay in updation of Operational Manual after issuance of Regulations/Guidelines. The Bank placed the same alongwith corrective measures before the Board and also submitted the responses to SEBI.

(v)    SEBI issued an administrative warning on December 3, 2021 with regard to erroneous submission of monthly Assets Under Custody data to National Securities Depository Limited. The communication received from SEBI and additional corrective action taken by Bank was placed before the Board of Directors of the Bank. The Board took note of the controls implemented and advised to follow the same diligently and the same was informed to SEBI.

3.    In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been denied access to the Audit Committee.

4.    Being a banking company, the disclosures relating to deposits as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the Companies Act, 2013, are not applicable to the Bank.

5.    There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code, 2016 during the year under review.

6.    There was no instance of one-time settlement with any other Bank or financial institution during the year under review.

XVI. MEANS OF COMMUNICATION

I t is ICICI Bank’s belief that all stakeholders should

have access to information regarding its position to

enable them to accurately assess its future potential. ICICI Bank disseminates information on its operations and initiatives on a regular basis. ICICI Bank‘s website www.icicibank.com serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on ICICI Bank’s strategy, financial performance, operational performance and the latest press releases.

ICICI Bank’s investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. In accordance with SEBI and Securities Exchange Commission (SEC) guidelines, all information which could have a material bearing on ICICI Bank’s share price is released through leading domestic and global wire agencies. The information is also disseminated to the NSE, BSE, New York Stock Exchange (NYSE), SEC, Singapore Stock Exchange, Japan Securities Dealers Association and SIX Swiss Exchange Ltd. from time to time.

The financial and other information and the various compliances as required/prescribed under the SEBI Listing Regulations are filed electronically with NSE/BSE and are also available on their respective websites in addition to the Bank’s website.

ICICI Bank’s quarterly financial results are published in Financial Express and Vadodara Samachar. The financial results, official news releases, earnings call transcripts, audio recording and presentations are also available on the Bank’s website.

The Management’s Discussion & Analysis forms part of the Annual Report.

General Shareholder Information
Annual General Meeting	Day, Date	Time
Thirtieth Annual General Meeting through Video Conferencing/Other Audio Visual Means	Thursday, August 29, 2024	3:00 p.m.

Financial Year : April 1, 2023 to March 31, 2024

Record Date : August 12, 2024

Dividend Payment Date : Will be paid/despatched on or after September 2, 2024

Listing of equity shares/ADSs/Bonds on Stock Exchanges
Stock Exchange	Code for ICICI Bank
BSE Limited (Equity) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	532174 & 6321741
National Stock Exchange of India Limited (Equity) Exchange Plaza, Bandra-Kurla Complex, Mumbai 400 051	ICICIBANK
New York Stock Exchange (ADSs)2 11, Wall Street, New York, NY 10005, United States of America	IBN
1    Fll segment of BSE 2    Each ADS of ICICI Bank represents two underlying equity shares

The bonds issued in domestic market comprised privately placed bonds as well bonds issued via public issues which are listed on BSE/NSE.

ICICI Bank has paid annual listing fees for the relevant periods to BSE and NSE where its equity shares/ bonds are listed and NYSE where its ADSs are listed.

Listing of other securities

The bonds issued overseas are issued either in public or private placement format. The listed bonds are traded on Singapore Exchange Securities Trading Limited, 2 Shenton Way, #02-02, SGX Centre 1, Singapore 068804 or India International Exchange (IFSC) Limited (India INX), 1^st Floor, Unit No. 101, The Signature, Building No. 13B, Road 1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar, Gujarat 382 355 or SIX Swiss Exchange Ltd, Pfingstweidstrasse 110, P.O. Box 1758, CH-8021 Zurich, Switzerland.

Market Price Information

The reported high and low closing prices and volume of equity shares of ICICI Bank traded during fiscal 2024 on BSE and NSE are set out in the following table:

Month	BSE			NSE			Total Volume on
	High (?)	Low (?)	Volume	High (?)	Low (?)	Volume	BSE and NSE
April-23	918.50	868.30	3,734,903	918.35	868.45	477,530,514	481,265,417
May-23	954.60	921.25	5,087,937	954.30	921.70	400,248,418	405,336,355
June-23	947.25	922.85	4,079,529	946.75	923.15	315,849,797	319,929,326
July-23	998.05	942.00	7,218,546	998.30	942.55	373,788,451	381,006,997
August-23	995.10	950.95	8,585,667	994.55	950.65	419,882,175	428,467,842
September-23	992.35	942.70	5,493,885	992.45	942.60	321,389,248	326,883,133
October-23	954.95	909.15	9,883,920	954.25	908.65	210,597,432	220,481,352
November-23	948.35	914.40	8,953,654	948.10	914.05	250,222,994	259,176,648
December-23	1,037.10	946.35	12,963,103	1,037.40	946.70	337,503,340	350,466,443
January-24	1,029.45	979.30	17,537,414	1,029.05	979.75	419,667,168	437,204,582
February-24	1,063.65	989.60	8,805,282	1,062.70	989.30	275,645,002	284,450,284
March-24	1,096.80	1,076.95	15,766,553	1,097.10	1,076.85	351,930,258	367,696,811

The reported high and low closing prices and volume of ADSs of ICICI Bank traded during fiscal 2024 on the NYSE are given below:
Month	High (USD)	Low (USD)	Number of ADS traded
April-23	22.75	21.37	86,158,700
May-23	23.08	22.45	77,704,900
June-23	23.11	22.60	82,153,525
July-23	24.66	22.96	73,859,355
August-23	24.50	22.82	91,903,102
September-23	24.03	22.74	78,290,525
October-23	23.06	22.04	91,908,554
November-23	22.84	22.12	115,404,498
December-23	24.69	22.97	112,969,000
January-24	24.47	23.16	170,193,064
February-24	25.96	23.58	103,023,672
March-24	26.48	25.82	108,870,218

The performance of ICICI Bank equity shares relative to the S&P BSE Sensitive Index (Sensex), S&P BSE Bank Index (Bankex) and NYSE Financial Index during the period April 1, 2023 to March 31, 2024 is given in the following chart:

Share Transfer System, Dematerilisation of Shares and Liquidity

As per the SEBI mandate, securities of listed companies can be transferred/traded only in dematerialised form. In view of this and to eliminate all risks associated with

 

physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. The Bank’s equity shares are actively traded on the stock exchanges.

 

Debenture Trustees	Â
Pursuant to Regulation 53 of the SEBI Listing Regulations, the names and contact details of the debenture trustees for the public issue bonds and privately placed bonds of the Bank are given below:
Axis Trustee Services Limited	IDBI Trusteeship Services Limited
The Ruby, 2nd Floor, SW 29	Universal Insurance Building
Senapati Bapat Marg	Ground Floor, Sir P.M. Road
Dadar West, Mumbai 400 028	Fort, Mumbai 400 001
Tel. No.: [phone]	Tel. No.: [phone]
[e-mail]	[e-mail]
The details are available on the website of the Bank at https://www.icicibank.com/Personal-Banking/investments/
icici-bank-bonds/index.page.	Â

Bank’s Customer Service

The Bank enables customers to avail of services through multiple channels.

•    iMobile Pay: Seek resolution using the iPAL chat bot.

•    Website: Register a request on the Bank’s website. For details, https://www.icicibank.com/personal-banking/ insta-banking/internet-banking/list-of-servicR-requests

•    Customer care: Connect with us over the phone. To know more, visit https://www.icicibank.com/customer-care?ITM=nli cms CONTACT US customer care menu navigation

•    Email: Write to us at [e-mail]

•    Branch: Visit our branch for resolution. Alternative, drop queries/feedback in the drop box at branches.

Information on Shareholding

Shareholding pattern of ICICI Bank at March 31, 2024

Shareholder Category	No. of Shares	% holding
Deutsche Bank Trust Company Americas (Depositary for ADS holders)	1,374,664,201	19.58
FIIs/FPIs	2,528,698,726	36.01
Insurance Companies	670,665,487	9.55
Bodies Corporate (includes Government Companies, Clearing Members, Banks and Financial Institutions)	84,843,885	1.21
Mutual Funds	1,678,991,546	23.91
Individuals (includes HUF, Trusts, NRI)	456,447,048	6.50
NBFCs Registered with RBI	13,615,190	0.19
Provident Funds/Pension Funds	156,145,413	2.22
Alternate Investment Fund	41,343,838	0.59
Investor Education and Protection Fund	8,875,168	0.13
Others (includes Foreign Banks, Foreign Companies, Foreign Nationals etc.)	8,045,141	0.11
Total	7,022,335,643	100.00
Shareholders of ICICI Bank with more than one percent holding (PAN based) at March 31, 2024
Name of the Shareholder	No. of Shares	% holding
Deutsche Bank Trust Company Americas*	1,374,664,201	19.58
SBI Mutual Fund	403,067,084	5.74
Life Insurance Corporation of India	395,845,579	5.64
ICICI Prudential Mutual Fund	253,779,280	3.61
HDFC Mutual Fund	194,958,823	2.78
Government of Singapore	178,441,181	2.54
NPS Trust	156,145,413	2.22
UTI Mutual Fund	134,253,686	1.91
Nippon Life India Mutual Fund	104,008,735	1.48
SBI Life Insurance Company Limited	89,523,653	1.27
Aditya Birla Sun Life Mutual Fund	80,680,613	1.15
Government Pension Fund Global	75,410,144	1.07
Kotak Mutual Fund	73,435,503	1.05
* Deutsche Bank Trust Company Americas holds equity shares of ICICI Bank as depositary for ADS holders.		Â

Distribution of shareholding of ICICI Bank at March 31, 2024
Range - Shares	No. of Folios	%	No. of Shares	%
1 - 5,000	1,850,055	98.75	244,000,021	3.47
5,001 - 10,000	11,753	0.63	40,652,980	0.58
10,001 - 20,000	5,163	0.28	35,919,307	0.51
20,001 - 30,000	1,603	0.08	19,643,006	0.28
30,001 - 40,000	758	0.04	13,271,501	0.19
40,001 - 50,000	446	0.02	10,070,142	0.14
50,001 - 100,000	995	0.05	35,576,217	0.51
100,001 & Above	2,739	0.15	6,623,202,469	94.32
Total	1,873,512	100.00	7,022,335,643	100.00
Details of shares held in Demat and Physical form at March 31, 2024
Mode of holding			No. of Shares	%
Demat			7,010,837,674	99.84
Physical			11,497,969	0.16
Total			7,022,335,643	100.00

As required under Regulation 40(9) of the SEBI Listing Regulations, a certificate is obtained from a practicing Company Secretary and filed with BSE and NSE, where the equity shares of ICICI Bank are listed.

In terms of Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, as amended vide Circular No. CIR/MRD/DP/30/2010 dated September 6, 2010 an audit is conducted on a quarterly basis, for the purpose of, inter alia, reconciliation of the total admitted equity share capital with the depositories and in the physical form with the total issued/paid up equity share capital of ICICI Bank. Audit Reports issued in this regard are placed before the Stakeholders Relationship Committee and filed with BSE and NSE, where the equity shares of ICICI Bank are listed.

Registrar and Transfer Agents

KFin Technologies Limited is the Registrar & Transfer Agent (R & T Agent) for equity shares of ICICI Bank. Investor services related queries/requests/grievances for equity shares may be directed to C Shobha Anand at the following address:

KFin Technologies Limited Unit: ICICI Bank Limited Selenium Building, Tower-B Plot No. 31 & 32, Financial District Nanakramguda, Serlingampally Hyderabad 500 032, Rangareddy Telangana, India Tel. No.: [phone] Fax No.: [phone]

 

Toll free No.: 18003094001

E-mail: [e-mail]

Website: https://ris.kfintech.com

Investor Support Centre: https://ris.kfintech.com/

clientservices/isc

Details of other Service Centers of KFin Technologies Limited, R & T Agent for equity shareholders can be viewed at https://www.icicibank.com/about-us/ investor-contact.

3i Infotech Limited is the R & T Agent for the bonds/ debentures issued by the Bank. Investor services related queries/requests/grievances for bonds/ debentures may be directed to Vijay Singh Chauhan at the following address:

3i Infotech Limited

International Infotech Park, Tower # 5, 3^rd Floor,

Vashi Railway Station Complex, Vashi Navi Mumbai 400 703, Maharashtra, India Tel. No.: [phone]/35 E-mail: [e-mail] Website: https://www.3i-infotRch.com/investors/

Queries relating to the operational and financial performance of ICICI Bank may be addressed to:

Anindya Banerjee/Abhinek Bhargava

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: [phone]

E-mail: [e-mail]

 

Details of shares/convertible instruments held by Non-executive Directors

As on March 31, 2024, S. Madhavan and Vibha Paul Rishi (as joint holder) held 4,000 and 330 equity shares of ' 2.00 each respectively.

Disclosure with respect to shares lying in suspense account

The Bank has been transferring the shares lying unclaimed to the eligible shareholders as and when the request for the same has been received after proper verification. During the fiscal 2024, the Bank had processed requests received from three shareholders holding 236 shares and accordingly the said shares were transferred from the suspense account. As on March 31, 2024, 93,202 shares held by 464 shareholders remained unclaimed in the suspense account.

The voting rights on the shares lying in suspense account are frozen till the rightful owner of such shares claims the shares.

Transfer of unclaimed dividend and shares to Investor Education & Protection Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, during fiscal 2024, dividend

amount of ' 73.32 million remaining unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company has been transferred to the IEPF.

Pursuant to Section 124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, during fiscal 2024, 709,546 equity shares in respect of which the dividend has not been claimed for seven consecutive years have been transferred to the designated demat account of the IEPF Authority.

The unclaimed dividend and the equity shares transferred to IEPF can be claimed by making an application in the prescribed form to IEPF.

Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2018 and/or subsequent years are requested to submit their claims to KFin Technologies Limited without any delay.

The details of Nodal Officer and Deputy NodaI Officers appointed under the provisions of IEPF are available on the website of the Bank at https://www.icicibank. com/about-us/invest-relations/unpaid-unclaimed-dividend.

Outstanding GDRs/ADSs/Warrants or any Convertible instruments, conversion date and likely impact on equity

ICICI Bank has 687.33 million ADS (equivalent to 1,374.66 million equity shares) outstanding, which constituted 19.58% of ICICI Bank’s total equity capital at March 31, 2024. There are no other convertible instruments outstanding as on March 31, 2024.

Commodity price risk or foreign exchange risk and hedging activities

The foreign exchange risk position including bullion is managed within the net overnight open position limit approved by the Board of Directors. The foreign currency assets of the Bank are primarily floating rate linked assets. Wholesale liability raising for foreign currencies takes place in USD or other currencies through bond issuances, bilateral loans and syndicated/club loans as well as refinance from Export Credit Agencies which may be at a fixed rate or floating rate linked. In case of fixed rate long-term wholesale fund raising in USD, the interest rate risk is generally hedged through interest rate swaps wherein the Bank effectively moves the interest payments to a floating rate index in order to match the asset profile. In case of fund raising in non-USD currencies, the foreign exchange risk is hedged through foreign exchange swaps or currency interest rate swaps.

The extant RBI guidelines do not allow AD Category I Banks to take any market positions in commodity related activities. However, the extant guidelines allows Bank to import gold and silver in line with the RBI license and selling of imported gold/silver on outright basis to domestic clients or providing gold metal loan to jewellery manufacturers. ICICI Bank provides pricing and hedging of Gold Metal Loan to jewellery customers and such exposures are covered on a back-to-back basis with gold suppliers.

In view of the above, the disclosure pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated November 15, 2018 is not required to be given.

Plant Locations - Not applicable

Address for Correspondence

Prachiti Lalingkar

Company Secretary

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel. No.: [phone]

E-mail: [e-mail]

The Bank is in compliance with requirements specified in Regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of Regulation 46 of the SEBI Listing Regulations.

The Bank has also complied with the discretionary requirements such as maintaining a separate office for the Chairman at the Bank’s expense, ensuring financial statements with unmodified audit opinion, separation of posts of Chairman and Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

Analysis of Customer Complaints

The details required as per the RBI Circular No. CEPD.CO.PRD.Cir.No.01/13.01.013/2020-21    dated

January 27, 2021 are disclosed in note no. 55 of Schedule 18 of the financial statements.

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this Report, a certificate obtained from the Secretarial Auditor regarding compliance of conditions of Corporate Governance as stipulated in the SEBI Listing Regulations.

SHARE BASED EMPLOYEE BENEFITS SCHEME(S)

(a) ICICI Bank Employees Stock Option Scheme - 2000

I CICI Bank has an Employees Stock Option Scheme - 2000 (Scheme 2000) which was instituted in fiscal 2000 to enable the employees and Wholetime Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The Scheme 2000 aims at achieving the twin objectives of aligning employee interest to that

of the shareholders and retention. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme 2000 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). The options are granted by BGRNC and noted/approved by the Board as the case maybe.

The Scheme 2000 was initially approved by the Members at their meeting held on February 21, 2000 and amended from time to time.

The Bank has upto March 31, 2024 granted (net of lapsed) 625.52 million stock options from time to time aggregating to 8.91% of the issued equity capital of the Bank at March 31, 2024. As per the Scheme 2000, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICICI Bank’s issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank’s issued equity shares on the date of the grant (equivalent to 702.23 million shares of face value ' 2.00 each at March 31, 2024).

Particulars of options granted by ICICI Bank as on March 31, 2024 are given below:

 

Number of options outstanding1 at the beginning of the year	225,025,803
Number of options granted during the year	14,635,600
Number of options forfeited/ lapsed during the year	1,410,025
Number of options vested during the year	25,931,860
Number of options exercised during the year	39,519,912
Number of shares arising as a result of exercise of options	39,519,912
Money realised by exercise of options during the year (?)	11,708,674,581
Number of options outstanding1 at the end of the year	198,731,466
Number of options exercisable at the end of the year	159,296,026
1 options granted less exercised less lapsed

 

(b) ICICI Bank Employees Stock Unit Scheme - 2022

The Board of Directors of ICICI Bank at its meeting held on June 28, 2022, approved the adoption of Employees Stock Unit Scheme - 2022 (Scheme 2022). The Scheme 2022 was approved by the Members at the Annual General Meeting held on August 30, 2022.

The key objectives of the Scheme 2022 are to deepen the co-ownership amongst the (i) mid level and frontline managers, and (ii) employees of Bank’s select unlisted wholly owned subsidiaries with the following key considerations:

i.    to enable employees’ participation in the business as an active stakeholder to usher in an ‘Owner-Manager’ culture and to act as a retention mechanism;

ii.    to enhance motivation of employees; and

iii.    to enable employees to participate in the long term growth and financial success of the Bank.

The Scheme 2022 is in compliance with the SEBI SBEB & SE Regulations.

Maximum of 100,000,000 units, shall be granted in one or more tranches over a period of 7 years from the date of approval of the Scheme 2022 by the shareholders, which shall entitle the unit holder one fully paid-up equity share of face value of ' 2.00 of the Bank (as adjusted for any changes in capital structure of the Bank) against each unit exercised and accordingly, up to 100,000,000 equity shares of face value of ' 2.00 each shall be allotted to all eligible employees taken together under the Scheme 2022.

Units granted under the Scheme 2022 shall vest not later than the maximum vesting period of 4 years. Exercise price shall be the face value of equity shares of the Bank i.e. ' 2.00 for each unit (as adjusted for any changes in capital structure of the Bank).

Units granted under the Scheme 2022 vest in a graded manner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 13 months from the date of grant. Exercise period will not exceed five years from date of vesting of units or such shorter period as may be determined by the BGRNC for each grant.

Besides continuity of employment, vesting shall also be dependent on achievement of certain corporate performance parameter(s) such as:

•    Risk Calibrated Core Operating profit;

•    Provision/asset quality;

•    Other parameters, if any, as the Committee may determine

Particulars of units granted by ICICI Bank as on March 31, 2024 are given below:

Number of units outstanding1 at the beginning of the year	Nil
Number of units granted during the year	4,419,670
Number of units forfeited/ lapsed during the year	228,860
Number of units vested during the year	2,700
Number of units exercised during the year	Nil
Number of shares arising as a result of exercise of units	Nil
Money realised by exercise of units during the year (?)	Nil
Number of units outstanding1 at the end of the year	4,190,810
Number of units exercisable at the end of the year	2,700
1 units granted less lapsed

Till March 31, 2021, the Bank recognised cost of stock options granted under Scheme 2000, using intrinsic value method. Pursuant to RBI clarification dated August 30, 2021, the cost of stock options/units granted after March 31, 2021 is recognised based on fair value method. The cost of stock options granted up to March 31, 2021 continues to be recognised on intrinsic value method. The Bank uses Black-Scholes model to fair value the options/units on the grant date and the inputs used in the valuation model include assumptions such as the expected life of the share option/units, volatility, risk free rate and dividend yield. The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard 20 for the year ended March 31, 2024 was ' 57.33 compared to basic EPS of ' 58.38.

The following table sets forth, for the periods indicated, the key assumptions used to estimate the fair value of options granted.

Particulars	Year ended March 31, 2023		Year ended March 31, 2024
Risk-free interest rate	5.99% to 7.37%		6.88% to 7.32%
Expected life	3.23 to 5.23 years		3.23 to 5.23 years
Expected volatility	34.79% to 38.98%		24.78% to 37.41%
Expected dividend yield	0.27% to 0.72%		0.56% to 0.85%
The following table sets forth, for the periods indicated, the key assumptions used to estimate the fair value of units granted.
Particulars		Year ended March 31, 2024
Risk-free interest rate		6.82% to 6.94%
Expected term		1.58 to 3.58 years
Expected volatility		23.63% to 36.56%
Expected dividend yield		0.56%

The weighted average fair value, based on Black-Scholes model, of options granted during the year ended March 31, 2024 was ' 340.59 (year ended March 31, 2023: ' 291.15) and of units granted during the year ended March 31, 2024 was ' 879.43. The weighted average exercise price of options granted during the year ended March 31, 2024 was ' 894.95 (year ended March 31, 2023: ' 747.92).

Risk free interest rates over the expected term of the option/units are based on the government securities yield in effect at the time of the grant. The expected term of an option/units is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option/units. Expected exercise behavior is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected term of the option/units is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity shares. Expected dividends during the estimated expected term of the option/units are based on recent dividend activity.

The detailed disclosures as stipulated under Regulation 14 of the SEBI SBEB & SE Regulations will be hosted on the website of the Bank at https://www. icicibank.com/about-us/other-policies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises. A detailed write up is given in the Environmental, Social and Governance Report of fiscal 2024 which will be available on the website of the Bank at https://www.icicibank.com/about-us/annual and in the Environment and Sustainability chapter in the Integrated Report section of the Annual Report 2023-24. The Bank has used information technology extensively in its operations; for details refer to the chapter Our Business Strategy in the Integrated Report section of the Annual Report 2023-24. For fiscal 2024, net foreign exchange gain arising on all exchange/derivative transactions of the Bank was ' 29.99 billion and the foreign exchange outgo towards the operating and capital expenditure was ' 3.44 billion.

SECRETARIAL STANDARDS

Your Bank is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for fiscal 2024.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1.    that in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2.    that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3.    t hat they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. t hat they have prepared the annual accounts on a going concern basis;

5.    that they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6.    that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies, depositories and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative have made the organisation’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

1

   Bonus amounts earned for fiscal 2023 were subject to deferment policy of the Bank in-line with the regulatory stipulations. The above table represent payouts of the non-deferred portion of the bonus amount pertaining to fiscal 2023. The balance amount shall be equally deferred over a period of three years. The amounts also include the deferred portion of the bonus amount approved in earlier years that was paid during fiscal 2024.

2

   Allowances and perquisites exclude perquisites of previous years stock options exercised during fiscal 2024

3

   Represents options granted during fiscal 2024 pertaining to fiscal 2023.

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Mar 31, 2021

TEST

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Mar 31, 2019

The Directors have pleasure in presenting the Twenty-Fifth Annual Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial statements for the year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2019 is summarised in the following table:

Rs. in billion, except percentages	Fiscal 2018	Fiscal 2019	% change
Net interest income and other income	404.45	415.27	2.7%
Operating expenses	157.04	180.89	15.2%
Core operating profit	189.39	220.72	16.5%
Treasury income	58.02	13.66	(76.5)%
Operating profit	247.41	234.38	(5.3)%
Provisions & contingencies (excluding tax)	173.07	196.61	13.6%
Profit before tax	74.34	37.77	(49.2)%
Profit after tax	67.77	33.63	(50.4)%
Rs. in billion, except percentages	Fiscal 2018	Fiscal 2019	% change
Consolidated profit before tax and minority interest	109.78	74.08	(32.5)%
Consolidated profit after tax and minority interest	77.12	42.54	(44.8)%

APPROPRIATIONS

The profit after tax of the Bank for fiscal 2019 is Rs. 33.63 billion after provisions and contingencies of Rs. 196.61 billion, provision for taxes of Rs. 4.14 billion and all expenses. The accumulated profit is Rs. 218.58 billion, taking into account the balance of Rs. 179.70 billion brought forward from the previous year and credit of Rs. 5.25 billion in balance in profit and loss account towards reversal of provision for frauds on non-retail accounts created in earlier years through accumulated profits. Your Bank has a consistent dividend payment history. Your Bank’s dividend policy is based on the profitability and key financial metrics, capital position and requirements and the regulations pertaining to the payment of dividend. In line with the above, your Directors have recommended a dividend of Rs. 1.00 per equity share for the year ended March 31, 2019 and have appropriated the disposable profit as follows:

Rs. in billion	Fiscal 2018	Fiscal 2019
To Statutory Reserve, making in all Rs. 237.38 billion	16.94	8.41
To Special Reserve created and maintained in terms of Section 36(1) (viii) of the Income Tax Act, 1961, making in all Rs. 95.04 billion	6.00	5.25
To Capital Reserve, making in all Rs. 128.54 billion1	25.66	0.28
To Capital Redemption Reserve, making in all Rs. 3.50 billion2 (amount appropriated from surplus profit available for previous years)	-	3.50
To Investment Fluctuation Reserve, making in all Rs. 12.69 billion3	-	12.69
To Revenue and other reserves, making in all Rs. 40.28 billion4	7.01	0.01
Dividend paid during the year
- On equity shares, during fiscal 2019 @ Rs. 1.50 per share of face value Rs. 2.00 each (during fiscal 2018 @ Rs. 2.50 per share)	14.57	9.65
- On preference shares2, during fiscal 2019 @ 100.00 per preference shares (?) (during fiscal 2018 @ Rs. 100.00 per share)	35,000	35,000
- Corporate dividend tax	0.09	-
Leaving balance to be carried forward to the next year	179.70	178.79

1 Fiscal 2018 includes transfer of Rs. 24.90 billion on account of sale of part of equity investment in the Bank’s insurance subsidiary.

2 Redeemable Non-Cumulative Preference Shares (350 RNCPS) of Rs. 10.0 million each were redeemed at par on April 20, 2018. Accordingly, an equivalent amount was transferred to Capital Redemption Reserve from surplus profit available for previous years.

3 Represents an amount transferred to Investment Fluctuation Reserve (IFR) from disposable profit. As per the RBI guidelines, from the year ended March 31, 2019, an amount not less than the lower of net profit on sale of available-for-sale (AFS) and held-to-maturity (HFT) category investments during the year or net profit for the year less mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the HFT and AFS portfolio.

4 Includes transfer of Rs. 7.6 million to Reserve Fund for fiscal 2019 (f 10.6 million for fiscal 2018) in accordance with regulations applicable to the Sri Lanka branch.

The Bank prepares its financial statements in accordance with the applicable accounting standards, RBI guidelines and other applicable laws/regulations. RBI, under its risk-based supervision exercise, carries out the risk assessment of the Bank on an annual basis. This assessment is initiated subsequent to the finalisation, completion of audit and publication of audited financial statements for a financial year and typically occurs a few months after the financial year-end. As a part of this assessment, RBI separately reviews asset classification and provisioning of credit facilities given by the Bank to its borrowers. The divergences, if any, in classification or provisioning arising out of the supervisory process are given effect to in the financial statements in subsequent periods after conclusion of the exercise.

In terms of the RBI circular no. //DBR.BPBC.No. 32/21.04.018/ 2018-19 dated April 1, 2019, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI’s annual supervisory process in their notes to accounts to the financial statements, wherever either (a) the additional provisioning requirements assessed by RBI exceed 10% of the reported net profits before provisions and contingencies or (b) the additional gross non-performing assets (NPAs) identified by RBI exceed 15% of the published incremental gross NPAs for the reference period, or both. Based on the condition mentioned in RBI circular, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI’s supervisory process for fiscal 2018.

SHARE CAPITAL

During the year under review, the Bank allotted 18,248,877 equity shares of Rs. 2.00 each pursuant to exercise of stock options under the Employee Stock Option Scheme. For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

There is no change in the subsidiaries of the Bank during fiscal 2019. The definition of the subsidiary company and associate company under the Companies Act, 2013 was changed during fiscal 2019. One of the criterion for identification of a subsidiary company or an associate company was changed from percentage holding in total share capital of the investee company to percentage voting power in the investee company. Pursuant to the changes in the definition of subsidiary company and associate company, Shree Renuka Sugars Limited and National Investment and Infrastructure Fund Limited ceased to be associate companies of the Bank. Further, Arteria Technologies Private Limited became an associate company of the Bank during fiscal 2019. The particulars of subsidiary and associate companies as on March 31, 2019 have been included in Form MGT-9 which is annexed to this Report.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2019 is given in “Consolidated Financial Statements of ICICI Bank Limited - Schedule 18 - Note 13 -Additional information to consolidated accounts” of this Annual Report. A summary of key financials of the Bank’s subsidiaries is also given in “Statement Pursuant to Section 129 of Companies Act, 2013” of this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management’s Discussion & Analysis under the section “Consolidated financials as per Indian GAAP”.

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details will be available on the Bank’s website at https://www.icicibank.com/aboutus/annual.html and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank at its Registered Office and Corporate Office. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank’s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments, affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

Since the date of the last Directors’ Report, the Board approved the appointments of Hari L. Mundra, Rama Bijapurkar, B. Sriram and Subramanian Madhavan as additional Directors for a period of five years from the date of their appointment. All the above four Directors hold office upto the date of the forthcoming Annual General Meeting (AGM) and are eligible for appointment. Their appointments are being proposed in the Notice of the forthcoming AGM through item nos. 6, 7, 8 and 9.

The Members at the last AGM held on September 12, 2018 approved the appointments of Radhakrishnan Nair and M. D. Mallya as independent Directors.

Further, the Members at the last AGM held on September 12, 2018 approved the appointment of Sandeep Bakhshi as a Wholetime Director and Chief Operating Officer. The Board at its Meeting held on October 4, 2018 appointed Sandeep Bakhshi as Managing Director & Chief Executive Officer for a period of five years until October 3, 2023, subject to regulatory approvals. Reserve Bank of India (RBI) has vide its letter dated October 15, 2018, approved the appointment for a period of three years effective October 15, 2018. Approval of the Members is being sought for Sandeep Bakhshi’s appointment as Managing Director and Chief Executive Officer for five years in the Notice of the forthcoming AGM through item no.10.

The Board of Directors at its Meeting held on October 4, 2018 accepted the request of Chanda Kochhar to seek early retirement from the Bank with immediate effect. However, the Board at its meeting held on January 30, 2019 reconsidered her separation from the Bank and regarded the same as ‘Termination for Cause’, having effect from the close of business hours of the Board Meeting i.e. January 30, 2019 after considering the Enquiry Report of Hon’ble Mr. Justice (Retd.) B.N. Srikrishna.

Lok Ranjan, Joint Secretary, Department of Financial Services, Ministry of Finance was nominated by Government of India as a Government Nominee Director on the Board of the Bank in place of Amit Agrawal, with effect from April 5, 2018.

Lalit Kumar Chandel, Economic Adviser, Department of Financial Services, Ministry of Finance has been nominated by Government of India as a Government Nominee Director on the Board of the Bank in place of Lok Ranjan, with effect from December 4, 2018.

The Board of Directors on May 6, 2019 approved the appointment of Sandeep Batra as an Additional Director and Wholetime Director (designated as Executive Director) for a period of five years effective May 7, 2019 or the date of approval of his appointment by RBI, whichever is later. The said appointment is also subject to the approval of Members. Approval of the Members is being sought for Sandeep Batra’s appointment for five years in the Notice of the forthcoming Annual General Meeting through item nos. 11 and 12.

Vijay Chandok ceased to be a Director of the Bank at the end of day on May 6, 2019 and assumes office as Managing Director & CEO of ICICI Securities Limited with effect from May 7, 2019.

Pursuant to completion of maximum permissible tenure of eight years as per the provisions of the Banking Regulation Act, 1949, Tushaar Shah, independent Director, ceased to be a Director on the Board of the Bank effective close of business hours on May 2, 2018. Pursuant to the internal movement, N. S. Kannan ceased to be a Director of the Bank effective close of business hours on June 18, 2018. M. K. Sharma ceased to be a non-executive Director and part-time Chairman of the Bank effective close of business hours on June 30, 2018 consequent to the completion of his tenure of three years as approved by the RBI. M. D. Mallya, Independent Director, tendered his resignation due to health reasons and ceased to be a Director effective October 4, 2018 and the same was accepted by the Board. Pursuant to completion of their primary tenure under the Companies Act, 2013, Dileep Choksi and V. K. Sharma, independent Directors ceased to be Directors on the Board of the Bank effective April 1, 2019.

The Board acknowledges the valuable contribution and guidance provided by the above Directors.

The Board of Directors at its Meeting held on July 27, 2018 appointed Ranganath Athreya as the Company Secretary and Compliance Officer of the Bank effective July 28, 2018. The Board in the same Meeting noted the cessation of P Sanker, as the Company Secretary and Compliance Officer of the Bank effective close of business hours on July 27, 2018.

Declaration of Independence

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended (the Act) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) which have been relied on by the Bank and were placed at the Board Meeting held on May 6, 2019. In the opinion of the Board, the independent Directors fulfil the conditions specified in the Act and the SEBI Listing Regulations and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Anup Bagchi would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Anup Bagchi has offered himself for re-appointment.

AUDITORS

Statutory Auditors

At the Annual General Meeting (AGM) held on September 12, 2018, the Members approved the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants, as statutory auditors to hold office from the conclusion of the Twenty-Fourth AGM till the conclusion of the Twenty-Fifth AGM. As per the Reserve Bank of India (RBI) guidelines, the statutory auditors of the banking companies are allowed to continue for a period of four years, subject to fulfilling the prescribed eligibility norms. Accordingly, M/s Walker Chandiok & Co LLP, Chartered Accountants, would be eligible for re-appointment at the conclusion of the forthcoming AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants, as statutory auditors for the year ending March 31, 2020 (fiscal 2020). M/s Walker Chandiok & Co LLP, Chartered Accountants, will hold office from the conclusion of the forthcoming AGM till the conclusion of the Twenty-Sixth AGM, subject to the approval of Members of the Bank, RBI and other regulatory approvals as may be necessary or required. The re-appointment of the statutory auditors is proposed to the Members in the Notice of the forthcoming AGM through item no. 4.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Secretarial Auditors

The Board appointed M/s. Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2019. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

Maintenance of Cost Records

Being a Banking Company, the Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors, branch auditors and secretarial auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection at the Registered office of the Bank. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2019.

RELATED PARTY TRANSACTIONS

The Bank undertakes various transactions with related parties in the ordinary course of business. The Bank has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Bank at (https://www.icicibank.com/aboutus/ other-policies.page?#toptitle). The Bank also has a Board approved Group Arm’s Length Policy which requires transactions with the group companies to be at arm’s length. The transactions between the Bank and its related parties, during the year ended March 31, 2019, were in the ordinary course of business and based on the principles of arm’s length. The details of material related party transactions at an aggregate level for the year ended March 31, 2019 are given in Annexure B.

ANNUAL RETURN

The extract of Annual Return in Form No. MGT 9 is annexed herewith as Annexure C. The Annual Return in Form No. MGT 7 will be hosted on the website of the Bank at https://www.icicibank.com/aboutus/annual.html.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be hosted on the website of the Bank at https://www.icicibank.com/aboutus/annual.html. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary of the Bank.

INTEGRATED REPORTING

The Bank has sought to adopt the principles of the International Integrated Reporting Framework as developed by the International Integrated Reporting Council (IIRC) in its Annual Report for fiscal 2019. For accessing the Integrated Report, please refer to the Annual Report 2018-2019 hosted on the website of the Bank at https://www.icicibank.com/aboutus/annual.html.

RISK MANAGEMENT FRAMEWORK

The Bank’s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focussed oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational and outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific, market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews migration to the advanced approaches under Basel II and implementation of Basel III, risk return profile of the Bank and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, technology, compliance, group, management and capital at risk as a part of the risk dashboard. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

- The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank’s credit approval authorisation framework, reviews developments in key industrial sectors and the Bank’s exposure to these sectors as well as to large borrower accounts and borrower groups. The Credit Committee also reviews major credit portfolios, non-performing loans, accounts under watch, overdues and incremental sanctions.

- The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors.

- The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/Risk Committee.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank’s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into the Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group and Information Security Group. The Chief Risk Officer (CRO) reports to the Risk Committee constituted by the Board which reviews risk management policies of the Bank. The CRO, for administrative purpose reports to President. The above mentioned groups are independent of all business operations and coordinate with representatives of the business units to implement the Bank’s risk management policies and methodologies. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Bank has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Bank has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

Pursuant to the amendment to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details pertaining to number of complaints during the year has been provided below:

a) number of complaints filed during the financial year: 59

b) number of complaints disposed off during the financial year: 59

c) number of complaints pending¹ at end of the financial year: Nil

¹ Complaints that are open beyond the applicable turnaround time (90 days). All complaints received during FY2019 have been closed within the applicable turnaround time.

The Bank is in compliance with requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Bank has also complied with the discretionary requirements such as maintaining a separate office for the Chairman at the Bank’s expense, ensuring financial statements with unmodified audit opinion, separation of posts of Chairman and Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

ANALYSIS OF CUSTOMER COMPLAINTS

a) Customer complaints in fiscal 2019

No. of complaints pending at the beginning of the year	6,209
No. of complaints received during the year	264,726
No. of complaints redressed during the year	262,259
No. of complaints pending at the end of the year	8,676

Note: The above does not include complaint redressed within 1 working day.

b) Awards passed by the Banking Ombudsman in fiscal 2019

No. of unimplemented awards at the beginning of the year	Nil
No. of awards passed by the Banking Ombudsman during the year	Nil
No. of awards implemented during the year	Nil
No. of unimplemented awards at the end of the year	Nil

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this Report, a certificate obtained from the statutory auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION SCHEME

The Bank has an Employee Stock Option Scheme (ESOS/Scheme) which was instituted in fiscal 2000 to enable the employees and wholetime Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The ESOS aims at achieving the twin objectives of (i) aligning employee interest to that of the shareholders; and (ii) retention of talent. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the SEBI Regulations). Pursuant to the SEBI Regulations, options are granted by the Board Governance, Remuneration & Nomination Committee (BGRNC) and noted by the Board.

The Scheme was initially approved by the Members at their meeting held on February 21, 2000 and amended from time to time.

The Members at the Annual General Meeting held on September 12, 2018 approved the change in exercise period to not exceeding five years from date of vesting of options as may be determined by the BGRNC for each grant. The above definition of Exercise Period has been made applicable to all future grants effective May 2018.

The Bank has upto March 31, 2019 granted 499.24 million stock options from time to time aggregating to 7.74% of the issued equity capital of the Bank at March 31, 2019. As per the ESOS, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICICI Bank’s issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank’s issued equity shares on the date of the grant (equivalent to 644.62 million shares of face value Rs. 2 each at March 31, 2019).

Particulars of options granted by ICICI Bank as on March 31, 2019 are given below:

Number of options outstanding at the beginning of the year	235,672,250
Number of options granted during the year*	31,112,400
Number of options forfeited/lapsed during the year	18,979,999
Number of options vested during the year	46,916,376
Number of options exercised during the year	18,248,877
Number of shares arising as a result of exercise of options	18,248,877
Money realised by exercise of options during the year (?)	3,486,300,104
Number of options outstanding at the end of the year	229,555,774
Number of options exercisable at the end of the year	152,151,329

* Excludes options pertaining to Wholetime Directors pending for RBI approval.

The Bank follows the intrinsic value method to account for its stock-based employee compensation plans. The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard 20 (AS-20) was Rs. 5.17 in fiscal 2019 compared to basic EPS of Rs. 5.23. Based on the intrinsic value of options, no compensation cost was recognised during fiscal 2019. However, if the Bank had used the fair value of options based on the binomial tree model, compensation cost in fiscal 2019 would have been higher by Rs. 3.18 billion and proforma profit after tax would have been Rs. 30.45 billion. On a proforma basis, the Bank’s basic and diluted earnings per share would have been Rs. 4.73 and Rs. 4.68 respectively.

The key assumptions used to estimate the fair value of options granted during fiscal 2019 are given below:

Risk-free interest rate	7.32% to 8.31%
Expected life	3.64 to 6.64 years
Expected volatility	30.79% to 32.22%
Expected dividend yield	0.43% to 0.80%

The weighted average fair value of options granted during fiscal 2019 was Rs. 107.22 (Rs. 86.43 during fiscal 2018) and the weighted average exercise price of options granted during fiscal 2019 was Rs. 283.91 (Rs. 251.05 during fiscal 2018).

Risk free interest rates over the expected term of the option are based on the government securities yield in effect at the time of the grant. The expected term of an option is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option. Expected exercise behaviour is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected term of the option is based on historical volatility determined based on observed market prices of the Bank’s publicly traded equity shares. Expected dividends during the estimated expected term of the option are based on recent dividend activity.

The detailed disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 will be hosted on the website of the Bank at https://www.icicibank.com/aboutus/other-policies.page.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises. A detailed write up is given in the chapter Natural Capital, in the Integrated Report section of the Annual Report for fiscal 2019 and under Principle 6 of Section E of the Business Responsibility Report which will be available on the website of the Bank at https://www.icicibank.com/aboutus/annual.page. The Bank has used information technology extensively in its operations; for details refer to the chapter Strategic Focus Areas for Business in the Integrated Report section of the Annual Report for fiscal 2019.

UPDATE ON RECENT DEVELOPMENTS AT THE BANK

Shareholders were provided an update under this section last year that the Audit Committee of the Bank under direction given by the Board of Directors had instituted an independent enquiry, headed by a former Supreme Court Judge, Hon’ble Mr. Justice B. N. Srikrishna (Retd.), to consider various allegations relating to the then MD & CEO, Ms. Chanda Kochhar. The final findings and actions taken by the Board were disclosed by the Bank to the stock exchanges vide press release dated January 30, 2019 and is now generally available information. Shareholders can access the said press release at (www.icicibank.com). Any shareholder who requires a printed copy of this press release may also write to the Registrar and Transfer Agents of the Bank.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

In line with the continuing efforts towards ‘Green Initiative’, the Bank has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail ids were registered with the Depository Participants/3i Infotech/Bank. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support.

SECRETARIAL STANDARDS

Your Bank is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for the financial year ended March 31, 2019.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. t hat they have prepared the annual accounts on a going concern basis;

5. t hat they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative has made the organisation’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Girish Chandra Chaturvedi

May 6, 2019 Chairman

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Mar 31, 2018

DIRECTORS'' REPORT

The Directors have pleasure in presenting the Twenty-Fourth Annual Report of ICICI Bank Limited along with the audited financial statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2018 is summarized in the following table:

'' in billion, except percentages	Fiscal 2017	Fiscal 2018	% change
Net interest income and other income	412.42	404.45	(1.9)%
Operating expenses	147.55	157.04	6.4%
Provisions & contingencies1	152.08	173.07	13.8%
Profit before tax	112.79	74.34	(34.1)%
Profit after tax	98.01	67.77	(30.9)%
1Excludes provision for taxes.
'' in billion, except percentages	Fiscal 2017	Fiscal 2018	% change
Consolidated profit before tax and minority interest	138.09	109.78	(20.5)%
Consolidated profit after tax and minority interest	101.88	77.12	(24.3)%

APPROPRIATIONS

The profit after tax of the Bank for fiscal 2018 is Rs, 67.77 billion after provisions and contingencies of Rs, 173.07 billion, provision for taxes of Rs, 6.57 billion and all expenses. The accumulated profit is Rs, 249.97 billion, taking into account the balance of Rs, 187.45 billion brought forward from the previous year and deducting Rs, 5.25 billion directly from balance in profit and loss account towards provision for frauds on non-retail accounts. Your Bank''s dividend policy is based on the profitability and key financial metrics of the Bank, the Bank''s capital position and requirements and the regulations pertaining to the same. Your Bank has a consistent dividend payment history. Given the financial performance for fiscal 2018 and in line with the Bank''s dividend policy and applicable regulations, your Directors are pleased to recommend a dividend of Rs, 1.50 per equity share for the year ended March 31, 2018 and have appropriated the disposable profit as follows:

Rs, billion	Fiscal 2017	Fiscal 2018
To Statutory Reserve, making in all Rs, 228.97 billion	24.50	16.94
To Special Reserve created and maintained in terms of Section 36(1 )(viii) of the Income Tax Act, 1961, making in all Rs, 89.79 billion	4.50	6.00
To Capital Reserve, making in all Rs, 128.26 billion1	52.93	25.66
To Revenue and other reserves, making in all Rs, 39.59 billion2	0.01	7.01
Dividend paid during the year
- On equity shares, during fiscal 2018 @ Rs, 2.50 per share of face value Rs, 2.00 each3,4	0.01	14.57
- On preference shares, during fiscal 2018 @ 100.00 per preference shares (?)		35,000
- Corporate dividend tax4	(0.07)	0.09
Leaving balance to be carried forward to the next year	187.45	179.70

1. Includes transfer of Rs, 24.90 billion on account of sale of part of a equity investment in the Bank''s insurance subsidiary during fiscal 2018 f 42.61 billion for fiscal 2017).

2. Includes transfer of Rs, 10.6 million to Reserve Fund for fiscal 2018 ft 9.8 million for fiscal 2017) in accordance with regulations applicable to the Sri Lanka branch.

3. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

4. The proposed dividend (including dividend distribution tax) is not accounted as a liability in accordance with the revised /4S 4 -''Contingencies and events occurring after the balance sheet date'' from fiscal 2017.

The Bank prepares its financial statements in accordance with the applicable accounting standards, Reserve Bank of India (RBI) guidelines and other applicable laws/regulations. RBI, under its risk-based supervision exercise, carries out the risk assessment of the Bank on an annual basis. This assessment is initiated subsequent to the finalization, completion of audit and publication of audited financial statements for a financial year and typically occurs a few months after the financial year-end. As a part of this assessment, RBI separately reviews asset classification and provisioning of credit facilities given by the Bank to its borrowers. The divergences, if any, in classification or provisioning arising out of the supervisory process are given effect to in the financial statements in subsequent periods after conclusion of the exercise.

In terms of the RBI circular no. DBR.BPBC.No.63/21.04.018/2016-17 dated April 18, 2017, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI''s annual supervisory process in their notes to accounts to the financial statements, wherever either (a) the additional provisioning requirements assessed by RBI exceed 15% of the published net profits after tax for the reference period or (b) the additional Gross NPAs identified by RBI exceed 15% of the published incremental Gross NPAs for the reference period, or both. Based on the above, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI''s annual supervisory process for fiscal 2017.

redemption of preference shares

The Board of Directors at their Meeting held on April 2, 2018 considered and approved the redemption of 350, 0.001% Redeemable Non-Cumulative Preference Shares of Rs, 1,00,00,000/- each which was due on April 20, 2018. Pursuant to the RBI approval dated April 16, 2018, the above mentioned preference shares were redeemed on April 20, 2018. In line with the provisions of Section 61 and other applicable provisions of the Companies Act, 2013, approval of members is being sought in the Notice of the forthcoming Annual General Meeting (AGM) for re-classification of the authorized share capital of the Bank from Rs, 25,000,000,000 divided into 10,000,000,000 equity shares of Rs, 2 each, 15,000,000 shares of Rs, 100 each and 350 shares of Rs, 10,000,000 each to Rs, 25,000,000,000 comprising 12,500,000,000 equity shares of Rs, 2 each. No objection under Section 49C of the Banking Regulation Act, 1949 for the above alteration in the Memorandum of Association and Articles of Association of the Bank has been received from RBI vide DBR.PSBD No.11582/16.01.128/2017-18 dated June 25, 2018.

DIVIDEND DISTRIBUTION POUCY

In accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Bank has formulated a Dividend Distribution Policy and the same is annexed herewith as Annexure F. The Policy is hosted on the website of the Bank and can be viewed (https://www.icicibank.com/ managed-assets/docs/investor/policy-for-determining-material-subsidiaries/dividend-distribution-policy.pdf).

particulars of loans, guarantees or investments

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Bank, to protect its interests as a lender, converts loans or exercises pledge of shares from time to time and hence acquires holding in unrelated companies, which is required to be reported as associate under the Companies Act, 2013 if the holding exceeds 20.0% of the total share capital. Accordingly, during fiscal 2018, pursuant to conversion of loan, Shree Renuka Sugars Limited became an associate company of the Bank for the purpose of reporting under the Companies Act, 2013. Further, pursuant to the Bank''s investments in National Investment and Infrastructure Fund Limited (NIIFL), NIIFL became an associate company of the Bank during the year ended March 31, 2018. The particulars of subsidiary and associate companies as on March 31, 2018 have been included in Form MGT-9 which is annexed to this report as Annexure D. Escorts Motors Limited, which was considered as an associate under Section 2(6) of the Companies Act, 2013, ceased to be an associate of the Bank during fiscal 2018.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2018 has been annexed to this report as Annexure A. A summary of key financials of the Bank''s subsidiaries is also included in this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management''s Discussion & Analysis under the section "Consolidated financials as per Indian GAAP".

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details are available on the Bank''s website (www.icicibank.com) and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank at its Registered Office and Corporate Office. As required by Accounting Standard 21 (AS 21) issued by the Institute of Chartered Accountants of India, the Bank''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of the Bank at March 31, 2018 consisted of 12 Directors, out of which six were independent Directors, one was a Government Nominee Director and five were whole time Directors. The current composition of the Board consisted of 12 Directors, out of which seven are independent Directors, one is a Government Nominee Director and four are whole time Directors.

Changes in the composition of the Board of Directors and other Key Managerial Personnel

The Board of Directors at their Meetings held on January 12, 2018, January 17, 2018, May 2, 2018 and May 29, 2018 approved the appointments of Neelam Dhawan, Uday Chitale, Radhakrishnan Nair and M. D. Mallya, respectively as additional (independent) Directors for a period of five years subject to the approval of the Members. All the above four Directors hold office upto the date of the forthcoming AGM and are eligible for appointment. Their appointments are being proposed in the Notice of the forthcoming AGM.

Lok Ranjan, Joint Secretary, Department of Financial Services, Ministry of Finance has been nominated by Government of India as a Director on the Board of the Bank effective April 5, 2018 in place of Amit Agrawal.

Pursuant to completion of their maximum permissible tenure of eight years as per the provisions of the Banking Regulation Act, 1949, Homi Khusrokhan and V. Sridar, independent Directors ceased to be Directors on the Board of the Bank effective close of business hours on January 20, 2018 and Tushaar Shah, independent Director, ceased to be a Director on the Board of the Bank effective close of business hours on May 2, 2018. The Board acknowledges the valuable contribution and guidance provided by the above Directors.

Further, the Board at its Meeting held on June 18, 2018 recommended to the Board of Directors of ICICI Prudential Life Insurance Company Limited (ICICI Life/Company) to appoint N. S. Kannan as the Managing Director & Chief Executive Officer (CEO) of the Company subject to regulatory and other approvals. The Board of Directors of ICICI Life at its Meeting held on June 18, 2018 appointed N. S. Kannan, as Managing Director & Chief Executive Officer of the Company with effect from June 19, 2018, subject to approval of Insurance Regulatory Development Authority of India (IRDAI) and Members of the Company. Pursuant to the aforesaid movement, N. S. Kannan ceased to be the Executive Director of the Bank effective close of business hours on June 18, 2018. The Board acknowledges the valuable contribution and guidance provided by N. S. Kannan during his tenure as executive Director of the Bank.

The Board of Directors at its Meeting held on June 18, 2018 approved the appointment of Sandeep Bakhshi as a whole time Director and Chief Operating Officer (Designate) for a period of five years effective from June 19, 2018 or the date of receipt of approval from RBI, whichever is later. Application has been made to RBI for seeking necessary approval. The said appointment is subject to the approval of RBI and Members. Approval of the Members is being sought for Sandeep Bakhshi''s appointment for five years in the Notice of the forthcoming Annual General Meeting through item nos.13 and 14. The Appointment of Mr. Bakhshi as a Whole time Director to be designated as Chief Operating Officer is subject to the approval of RBI and would be effective from the date of RBI approval.

Further, the Board at its Meeting held on June 29, 2018 approved the appointment of Girish Chandra Chaturvedi as an Additional (Independent) Director effective July 1, 2018 for a period of three years subject to the approval of Members. The Board also approved the appointment of Girish Chandra Chaturvedi as non-executive part-time Chairman effective from July 1, 2018 or the date of receipt of RBI approval for such appointment whichever is later. RBI vide its letter no DBR. Appt.No.451/08.88.001/ 2018-19 dated July 17, 2018 has approved the appointment of Mr. Girish Chandra Chaturvedi as Non-executive (part time) Chairman of the Bank effective July 17, 2018 till June 30, 2021. Approval of the Members is being sought for Girish Chandra Chaturvedi''s appointment for five years in the Notice of the forthcoming Annual General Meeting through item nos.11 and 12.

The Board of Directors at its Meeting held July 27, 2018 appointed Ranganath Athreya as the Company Secretary and Compliance Officer of the Bank effective July 28, 2018. The Board in the same Meeting noted the cessation of Mr. P Sanker, as the Company Secretary and Compliance Officer of the Bank effective close of business hours on July 27, 2018. The Board acknowledges the valuable contribution provided by P Sanker during his tenure as the Company Secretary and Compliance Officer of the Bank.

Declaration of Independence

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and as amended by the Companies (Amendment) Act, 2017 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been relied on by the Bank and were placed at the Board Meetings held on April 2, 2018 and May 29, 2018. In the opinion of the Board, the independent Directors fulfill the necessary criteria for independence as stipulated under the statutes.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Vijay Chandok would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Vijay Chandok has offered himself for re-appointment.

AUDITORS

Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants will retire at the ensuing AGM. B S R & Co. LLP, Chartered Accountants were appointed as auditors by the Members at their Twentieth Annual General Meeting (AGM) held on June 30, 2014 to hold office till conclusion of the Twenty-Fourth AGM. Their appointment was last ratified by the Members at their Twenty Third Annual General Meeting held on June 30, 2017 where they were appointed as auditors to hold office from the conclusion of the Twenty Third AGM until the conclusion of the Twenty-Fourth AGM of the Bank. B S R & Co. LLP have been auditors of the Company for four consecutive years, which is the maximum term for statutory auditors of banking companies as per the guidelines issued by Reserve Bank of India (RBI). Hence they would be retiring at the conclusion of the forthcoming Annual General Meeting. The Audit Committee and the Board of Directors have placed on record their appreciation of the professional services rendered by B S R & Co. LLP during their association with the Company as its auditors. As recommended by the Audit Committee, the Board has proposed the appointment of M/s Walker Chandiok & Co LLP as statutory auditors for the year ending March 31, 2019 (fiscal 2019). Their appointment has been approved by RBI on May 17, 2018. The appointment of the auditors is proposed to the Members in the Notice of the current AGM through item no. 5. You are requested to consider their appointment.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank with the approval of its Board, appointed M/s. Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2018. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

The Secretarial Auditor has drawn reference to the following observation in the audit report:

In reference to show cause notice issued by RBI dated September 6, 2017 and supplementary show cause notice dated November 7, 2017 and as mentioned by RBI in its press release dated March 29, 2018, RBI has through an order dated March 26, 2018, imposed a monetary penalty of '' 589.0 million on ICICI Bank for non-compliance with directions/ guidelines issued by RBI. This penalty has been imposed in exercise of powers vested in RBI under the provisions of Section 47A(1)(c) read with Section 46(4)(i) of the Banking Regulation Act, 1949.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2018.

RELATED PARTY TRANSACTIONS

The Bank undertakes various transactions with related parties in the ordinary course of business. The Bank has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Bank and can be viewed at https://www.icicibank.com/managed-assets/docs/personal/general-links/related-party-transactions-policy.pdf. The Bank also has a Board approved Group Arm''s Length Policy which requires transactions with the group companies to be at arm''s length. The transactions between the Bank and its related parties, during fiscal 2018, were in the ordinary course of business and based on the principles of arm''s length. The details of material related party transactions at an aggregate level for fiscal 2018 are given in Annexure C.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure D.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been hosted on the website of the Bank (https:// www.icicibank.com/aboutus/annual.html). Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Bank.

RISK MANAGEMENT FRAMEWORK

The Bank''s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational and outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific, market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews migration to the advanced approaches under Basel II and implementation of Basel III, risk return profile of the Bank and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, technology, compliance, group, management and capital at risk as a part of the risk dashboard. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

- The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank''s credit approval authorization framework, reviews developments in key industrial sectors and the Bank''s exposure to these sectors as well as to large borrower accounts and borrower groups. The Credit Committee also reviews major credit portfolios, non-performing loans, accounts under watch, overdoes and incremental sanctions.

- The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors.

- The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/ Risk Committee.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank''s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organized into the Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group and Information Security Group. The Bank has designated an official in the grade of Senior General Manager as Chief Risk Officer (CRO) who reports to the Risk Committee constituted by the Board which reviews risk management policies of the Bank. The CRO, for administrative purpose reports to an President. The above mentioned groups are independent of all business operations and coordinate with representatives of the business units to implement the Bank''s risk management policies and methodologies. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT, 2013

Please refer Principle 3 under Section E of the Business Responsibility Report

The Bank is in compliance with requirements specified in Regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Bank has also complied with the discretionary requirements such as maintaining a separate office for the Chairman at the Bank''s expense, ensuring financial statements with unmodified audit opinion, separation of posts of Chairman and Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

ANALYSIS OF CUSTOMER COMPLAINTS

a) Customer complaints in fiscal 2018

No. of complaints pending at the beginning of the year	4,272
No. of complaints received during the year	237,343
No. of complaints redressed during the year	235,406
No. of complaints pending at the end of the year	6,209

Note: The above does not include complaint redressed within 1 working day.

b) Awards passed by the Banking Ombudsman in fiscal 2018

Number of unimplemented awards at the beginning of the year	Nil
Number of awards passed by the Banking Ombudsman during the year	Nil
Number of awards implemented during the year	Nil
Number of unimplemented awards at the end of the year	Nil

COMPLIANCE CERTIFICATE OF THE AUDITORS

I CICI Bank has annexed to this report, a certificate obtained from the statutory auditors, M/s B S R & Co. LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION SCHEME

The Bank has an Employee Stock Option Scheme (ESOS/Scheme) which was instituted in fiscal 2000 to enable the employees and whole time Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The ESOS aims at achieving the twin objectives of (i) aligning employee interest to that of the shareholders; and (ii) retention of talent. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the below disclosures are available at www.icicibank.com/aboutus/annual.page. Pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, options are granted by the Board Governance, Remuneration & Nomination Committee (BGRNC) and noted by the Board.

The Scheme was initially approved by the Members at their meeting held on February 21, 2000 and thereafter further amended through resolutions at the General Meeting held on September 20, 2004, June 25, 2012 and vide a postal ballot resolution passed on April 22, 2016. The scheme was further amended through a resolution at the Board Governance, Remuneration & Nomination Committee held on July 11, 2016 and vide a postal ballot resolution passed on June 12, 2017. The Bank has upto March 31, 2018 granted 487.11 million stock options from time to time aggregating to 7.58% of the issued equity capital of the Bank at March 31, 2018. As per the ESOS, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICICI Bank''s issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank''s issued equity shares on the date of the grant (equivalent to 642.80 million shares of face value '' 2 each at March 31, 2018).

Options granted after April 1, 2014 vest in a graded manner over a three year period, with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of the grant, other than the following:

- 275,000 options granted in April 2014, 50% vested on April 30, 2017 and balance 50% vested on April 30, 2018.

- Options granted in September 2015, 50% vested on April 30, 2018 and balance 50% would vest on April

30, 2019. The unvested options would lapse upon termination of employment due to retirement (including pursuant to early/voluntary retirement scheme).

- 300,000 options granted in January 2018, would vest to the extent of 100% at the end of four years from the date of grant.

Options granted prior to April 1, 2014 vested in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant, other than the following:

- Options granted in April 2009 vested in a graded manner over a five-year period with 20%, 20%, 30% and 30% of the grant vesting in each year, commencing from the end of 24 months from the date of the grant.

- The grant approved by the Board at its Meeting held on October 29, 2010 (for which RBI approval for grant to whole time Directors was received in January 2011), vested 50% on April 30, 2014 and the balance 50% vested on April 30, 2015.

- Options granted in September 2011 vested in a graded manner over a five-year period with 15%, 20%, 20% and 45% of the grant vesting in each year, commencing from end of 24 months from the date of grant.

The price for options granted (except for grants approved on October 29, 2010 where the grant price was the average closing price of the ICICI Bank stock on the stock exchange during the six months upto October 28, 2010) is equal to the closing price on the stock exchange which recorded the highest trading volume preceding the date of grant of options in line with the SEBI regulations.

The BGRNC at its Meeting held on May 3, 2017 approved a grant of approximately 36.3 million options (bonus adjusted) for fiscal 2017 to eligible employees and whole time Directors of ICICI Bank and its subsidiaries. Each option confers on the employee a right to apply for one equity share of face value of '' 2 of ICICI Bank at '' 250.55 being the grant price proportionately adjusted post issuance of bonus options in June 2017 based on the price of '' 275.60 calculated as per the SEBI Regulations which was closing price on the stock exchange which recorded the highest trading volume in ICICI Bank shares on May 2, 2017.

Particulars of options granted by ICICI Bank upto March 31, 2018 are given below:

Options granted till March 31, 2018 (excluding options forfeited/lapsed)	487,109,621
Options forfeited/lapsed	83,085,543
Options vested	401,079,784
Options exercised	251,437,371
Total number of options in force	235,672,250
Number of shares allotted pursuant to exercise of options	251,437,371
Extinguishment or modification of options	Nil
Amount realised by exercise of options (?)	20,369,703,051

1. The numbers indicated include options granted till March 31, 2018 including those granted to whole time Directors (WTDs)as per RBI approvals. For the year ended March 31, 2018, approx. 35.5 million options were approved by BGRNC at its meeting held on May 7, 2018 (FY2017: 36.3 million options bonus adjusted) which includes options granted to WTDs subject to RBI approval.

2. For details on option movement during the year refer Financials-Schedule 18-Employee Stock Option Scheme. 37,507,933 options vested during FY2018 and '' 3,939,489,824 was realized by exercise of options during FY2018.

3. Pursuant to the issuance of bonus shares by the Bank in June 2017, stock options were also adjusted with increase of one option for every 10 outstanding options. Accordingly, all numbers reported above have been re-stated.

The following Key Managerial Personnel (other than whole time Directors) and Senior Management Personnel (SMP) were granted ESOPs up to maximum of 365,750 options, aggregating to 3,768,545 in FY2018. The numbers reported here are adjusted with increase of one option for every 10 outstanding options pursuant to the issuance of bonus shares by the Bank in June 2017.

Sr. No.	Name	Grade
1	Madhivanan B	Group Executive
2	Prasanna Balachander	Group Executive
3	Rakesh Jha	Group Executive (Chief Financial Officer)
4	Sanjay Chougule	Senior General Manager
5	G Srinivas	Senior General Manager
6	T. K. Srirang	Senior General Manager
7	Anita Pai	Senior General Manager
8	Partha Dey	Senior General Manager
9	Sanker Parameswaran	Senior General Manager (Company Secretary)
10	Saurabh Singh	Senior General Manager
11	Supritha Shirish Shetty	Senior General Manager
12	Sujit Ganguli	Senior General Manager
13	Ajay Gupta	Senior General Manager
14	Murali Ramakrishnan	Senior General Manager
15	Amit Palta	Senior General Manager
16	Narayanan N R	Senior General Manager
17	Kumar Ashish	Senior General Manager
18	Loknath Mishra	Senior General Manager
19	Anuj Bhargava	Senior General Manager
20	Avijit Saha	Senior General Manager
21	Subir Saha	Senior General Manager
22	Anil Kaul	Senior General Manager

1. For the year-ended March 31, 2018 the numbers indicated are the options granted during the year FY2018.

No employee was granted options during any one year equal to or exceeding 0.05% of the issued equity shares of ICICI Bank at the time of the grant.

The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with AS-20 was Rs, 10.46 in fiscal 2018 compared to basic EPS of Rs, 10.56. Based on the intrinsic value of options, no compensation cost was recognized during fiscal 2018. However, if the Bank had used the fair value of options based on the binomial tree model, compensation cost in fiscal 2018 would have been higher by Rs, 3.52 billion including additional cost of Rs, 0.07 billion due to change in exercise period and preformed profit after tax would have been Rs, 64.25 billion. On a preformed basis, the Bank''s basic and diluted earnings per share would have been Rs, 10.01 and Rs, 9.91 respectively.

The key assumptions used to estimate the fair value of options granted during fiscal 2018 are given below:

Risk-free interest rate	7.06% to 7.59%
Expected life	3.90 to 6.90 years
Expected volatility	31.71% to 32.92%
Expected dividend yield	0.73% to 1.81%

The weighted average fair value of options granted during fiscal 2018 was Rs, 86.43 f 76.72 during fiscal 2017).

The Bank has an ''Employees Stock Option Scheme - 2000'' (ESOS scheme) framed in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (Regulations). The Scheme has been amended from time to time with the approval of the Members and as per the amendments last approved by the Members vide a Postal Ballot resolution passed on June 12, 2017 the Exercise Period was defined as the period commencing from the date of

vesting and which will expire on completion of such period not exceeding ten years from the date of vesting of Options as may be determined by the Board Governance, Remuneration & Nomination Committee ("BGNRC") for each grant.

The Board Governance Remuneration & Nomination Committee and Board at its meetings held on May 7, 2018 with the objective to further enhance employee efforts to execute the current strategy and align the compensation payout schedules for senior management to the time horizon of risks approved the amendment to the definition of Exercise Period as given below:

"The "Exercise Period" would commence from the date of vesting and will expire on completion of such period not exceeding five years from the date of vesting of Options as may be determined by the Board Governance Remuneration & Nomination Committee for each grant".

The amendment is intended to cover only future grants to be made and would come into effect only after approval by Members and will not cover grants already made. As per the Regulations, any variation to the terms of the Scheme requires the approval of Members by way of a special resolution. There are no other changes to the existing terms of the Scheme.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises, further details are given under Principle 6 of Section E of the Business Responsibility Report. The Bank has used information technology extensively in its operations, for more details please refer the section on Information Technology under Business Overview.

UPDATE ON RECENT DEVELOPMENTS AT THE BANK

The Audit Committee of the Bank under direction given by the Board of Directors has instituted an independent enquiry, headed by a former Supreme Court Judge, Hon''ble Mr. Justice B. N. Srikrishna (Retd.), to consider various allegations relating to the MD and CEO, Ms. Chanda Kochhar. The allegations have been levelled against Ms. Kochhar through media articles, a whistleblower complaint and complaints written by a private individual to senior government officials and regulators. The allegations include nepotism, quid pro quo and claims that Ms. Kochhar, by not disclosing conflicts of interest caused by certain transactions between certain borrowers of the Bank and entities controlled by Ms. Kochhar''s spouse, committed infractions under applicable regulations and the Bank''s Code of Conduct.

The independent enquiry is supported by an independent law firm and a forensic firm. The independent enquiry is under way.

In addition, SEBI issued a show-cause notice to Ms. Kochhar and to the Bank in May 2018 related to the allegations. The Bank is in the process of responding to the relevant allegations in the notice which pertain to the Bank. The Central Bureau of Investigation (CBI) also initiated a preliminary enquiry against various individuals and firms including unknown officers and/or officials of the Bank.

Ms. Kochhar is on a leave of absence while the independent enquiry takes place. In the interim, Mr. Sandeep Bakhshi has been appointed as Chief Operating Officer, subject to approval of the Reserve Bank of India (RBI), and reports directly to the Board of Directors during her absence.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ''Green Initiative'' since the last five years, the Bank has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis;

5. t hat they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative has made the organization’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Girish Chandra Chaturvedi

July 27, 2018 Chairman

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Mar 31, 2017

DIRECTORS'' REPORT

The Directors have pleasure in presenting the Twenty-Third Annual Report of ICICI Bank Limited along with the audited financial statements for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2017 is summarized in the following table:

Rs, in billion, except percentages	Fiscal 2016	Fiscal 2017	% change
Net interest income and other income	365.46	412.42	12.8%
Operating expenses	126.83	147.55	16.3%
Provisions & contingencies (including collective contingency and related reserve for fiscal 2016)1	116.67	152.08	30.4%
Profit before tax	121.96	112.79	(7.5)%
Profit after tax	97.26	98.01	0.8%

1. Excludes provision for taxes.

Rs, in billion, except percentages	Fiscal 2016	Fiscal 2017	% change
Consolidated profit before tax and minority interest	143.04	138.09	(3.5)%
Consolidated profit after tax and minority interest	101.80	101.88	0.1%

Appropriations

The profit after tax of the Bank for fiscal 2017 is Rs, 98.01 billion after provisions and contingencies of Rs, 152.08 billion, provision for taxes of Rs, 14.78 billion and all expenses. The disposable profit is Rs, 269.33 billion, taking into account the balance of Rs, 171.32 billion brought forward from the previous year. Your Bank''s dividend policy is based on the profitability and key financial metrics of the Bank, the Bank''s capital position and requirements and the regulations pertaining to the same. Your Bank has a consistent dividend payment history. Given the financial performance for fiscal 2017 and in line with the Bank''s dividend policy, your Directors are pleased to recommend a dividend of Rs, 2.50 per equity share (pre-bonus issue) for the year ended March 31, 2017 and have appropriated the disposable profit as follows:

Rs, billion	Fiscal 2016	Fiscal 2017
To Statutory Reserve, making in all Rs, 212.02 billion	24.32	24.50
To Special Reserve created and maintained in terms of Section 36(1)(viii) of the Income Tax Act, 1961, making in all Rs, 83.79 billion	13.50	4.50
To Capital Reserve, making in all Rs, 102.61 billion1	23.82	52.93
To/(from) Investment Reserve Account, making in all Nil	-	-
To Revenue and other reserves, making in all Rs, 32.00 billion2	5.01	0.01
Dividend for the year (proposed)
- On equity shares for fiscal 2016 @ Rs, 5.00 per share of face value Rs, 2.00 each34	29.11	(0.06)
- On preference shares for fiscal 2016 @ Rs, 100.00 per preference share (?)3	35,000	-
- Corporate dividend tax4	2.79	-
Leaving balance to be carried forward to the next year	171.32	187.45

In terms of the Reserve Bank of India circular no. DBR.BPBC.No.63/21.04.018/2016-17 dated April 18, 2017, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI''s annual supervisory process in their notes to accounts to the financial statements.

The Bank prepares its financial statements in accordance with the applicable accounting standards, RBI guidelines and other applicable laws/regulations. RBI, under its risk-based supervision exercise, carries out the risk assessment of the Bank on an annual basis. This assessment is initiated subsequent to the finalization, completion of audit and publication of audited financial statements for a financial year and typically occurs a few months after the financial year-end. As a part of this assessment, RBI separately reviews asset classification and provisioning of credit facilities given by the Bank to its borrowers. The divergences, if any, in classification or provisioning arising out of the supervisory process are given effect to in the financial statements in subsequent periods after conclusion of the exercise.

During the supervisory process for FY2016, which was conducted in FY2017, the incremental gross NPAs assessed by RBI amounted to Rs, 51.05 billion. The additional provisioning assessed by RBI was Rs, 10.71 billion, with a post-tax impact of Rs, 7.00 billion on the net profit after tax of the Bank. All these accounts have been classified as NPA by the Bank during FY2017. About 40% of the total amount was classified as NPA during the quarter ended June 30, 2016 as per the Bank''s application of relevant RBI guidelines, prior to the annual supervisory process of RBI. Out of the incremental gross NPAs amounting to Rs, 51.05 billion assessed by RBI, about 84% related to accounts internally rated below investment grade in the key sectors disclosed by the Bank, and about 7% was from the restructured asset portfolio.

Bonus Shares

The Board of Directors at its Meeting held on May 3, 2017 approved issue of bonus shares, in the proportion of 1:10, i.e. 1 (One) bonus equity share of Rs, 2 each for every 10 (Ten) fully paid-up equity shares held (including shares underlying ADS) as on the record date, subject to approval by the Members of the Bank. Subsequent to the bonus issue, the ratio of ADSs to equity shares will remain unaffected and each ADS after the bonus issue will continue to represent two equity share of par value of Rs, 2 per share. The bonus issue of equity shares would, inter alia, require appropriate adjustments with respect to all the stock options of the Bank under The Employee Stock Option Scheme 2000.

The Bank is seeking approval of shareholders through postal ballot notice dated May 5, 2017 for increase in the Authorized Share Capital, consequential alterations to the Memorandum and Articles of Association of the Bank and issuance of bonus shares. The postal ballot notice can be viewed on the Bank''s website at the we blink https://www.icicibank.com/ aboutus/notice.page.

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Bank has formulated a Dividend Distribution Policy and the same is annexed herewith as Annexure F. The Policy is hosted on the website of the Bank and can be viewed (https://www.icicibank.com/ managed-assets/docs/investor/policy-for-determining-material-subsidiaries/dividend-distribution-policy.pdf).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 (11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the Financial Statements as per the applicable provisions of Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Jhagadia Copper Limited and FINO Pay Tech Limited, which were considered as associates under Section 2(6) of the Companies Act, 2013, ceased to be associates of the Bank effective June 30, 2016 and January 5, 2017 respectively.

The particulars of subsidiary and associate companies as on March 31, 2017 have been included in Form MGT-9 which is annexed to this report as Annexure D.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2017 has been annexed to this report as Annexure A. A summary of key financials of the Bank''s subsidiaries is also included in this Annual report.

The highlights of the performance of key subsidiaries are given as a part of Management''s Discussion & Analysis under section "Consolidated financials as per Indian GAAP".

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details are available on the Bank''s website (www.icicibank.com) and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank at its Registered Office and Corporate Office. As required by Accounting Standard 21 (AS 21) issued by the Institute of Chartered Accountants of India, the Bank''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status or future operations of the Bank.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of the Bank at March 31, 2017 consisted of 13 Directors, out of which seven are independent Directors, one is a Government Nominee Director and five are whole time Directors.

Changes in the composition of the Board of Directors and other Key Managerial Personnel

The Board of Directors at their Meeting held on April 29, 2016 approved the appointment of Vijay Chandok as a whole time Director (designated as executive Director) for a period of five years effective from the date of receipt of RBI approval. The Members at their Meeting held on July 11, 2016 approved the appointment of Vijay Chandok for a period of five years effective the date of receipt of RBI approval. RBI approved the appointment of Vijay Chandok for a period of three years effective from July 28, 2016 up to July 27, 2019.

The Board of Directors at their Meeting held on October 14, 2016 approved the appointment of Anup Bagchi as a whole time Director (designated as executive Director) for a period of five years effective from February 1, 2017 or the date of receipt of approval from RBI, whichever is later. RBI approved the appointment of Anup Bagchi for a period of three years effective February 1, 2017 up to January 31, 2020. The said appointment is subject to the approval of Members. Approval of the Members is being sought for Anup Bagchi''s appointment for five years in the Notice of the forthcoming Annual General Meeting vide item no. 7 and 8.

Amit Agrawal, Joint Secretary, Department of Financial Services, Ministry of Finance has been nominated by Government of India as a Director on the Board of the Bank effective January 16, 2017 in place of Alok Tandon.

M. S. Ramachandran, independent Director ceased to be a Director on the Board of the Bank effective close of business hours on April 24, 2017 pursuant to completion of his maximum permissible tenure of eight years as per the provisions of the Banking Regulation Act, 1949. The Board placed on record its appreciation of the valuable contribution and guidance provided by Alok Tandon and M. S. Ramachandran to the Bank.

Rajiv Sabharwal, executive Director stepped down from his position as an executive Director effective close of business hours on January 31, 2017 consequent to his decision to pursue other opportunities. The Board placed on record its appreciation for Rajiv Sabharwal''s contribution to the growth of the Bank.

Declaration of Independence

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which have been relied on by the Bank and were placed at the Board Meeting held on April 6, 2017.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Vishakha Mulye would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Vishakha Mulye has offered herself for re-appointment.

AUDITORS

Statutory Auditors

At the AGM held on June 30, 2014, the Members approved the appointment of M/s B S R & Co. LLP, Chartered Accountants as statutory auditors for a period of four years commencing from the Twentieth AGM till the conclusion of the Twenty-Fourth AGM subject to the annual approval of RBI and ratification by the Members every year. As recommended by the Audit Committee, the Board has proposed the ratification of appointment of M/s B S R & Co. LLP, Chartered Accountants as statutory auditors for fiscal 2018. Their appointment for fiscal 2018 has been approved by RBI. The appointment is accordingly proposed in the Notice of the forthcoming AGM vide item no. 5 for ratification by Members.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank with the approval of its Board, appointed M/s. Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for the financial year ended March 31, 2017. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2017.

RELATED PARTY TRANSACTIONS

The Bank undertakes various transactions with related parties in the ordinary course of business. The Bank has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Bank and can be viewed at https://www.icicibank.com/managed-assets/docs/personal/general-links/related-party-transactions-policy.pdf. The Bank also has a Board approved Group Arm''s Length Policy which requires transactions with the group companies to be at arm''s length. The transactions between the Bank and its related parties, during the year ended March 31, 2017, were in the ordinary course of business and based on the principles of arm''s length. The details of material related party transactions at an aggregate level for year ended March 31, 2017 are given in Annexure C.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure D.

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been hosted on the website of the Bank (http://www.icicibank.com/aboutus/annual.html). Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Bank.

RISK MANAGEMENT FRAMEWORK

The Bank''s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational, outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite & Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific, market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and material non-banking subsidiaries. The Committee reviews migration to the advanced approaches under Basel II and implementation of Basel III, risk return profile of the Bank, and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, technology, compliance, group, management and capital at risk as part of risk dashboard. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

- The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank''s credit authorization framework, reviews developments in key industrial sectors and the Bank''s exposure to these sectors as well as to large borrower accounts and borrower groups. The Credit Committee also reviews the major credit portfolios, nonperforming loans, accounts under watch, overdoes and incremental sanctions.

- The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of Reserve Bank of India, other regulators and statutory auditors.

- The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/ Risk Committee.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank''s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organized into the Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group and Information Security Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement the Bank''s risk management policies and methodologies. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT, 2013

Please refer Principle 3 under Section E of the Business Responsibility Report.

CORPORATE GOVERNANCE

The corporate governance framework at ICICI Bank is based on an effective independent Board, the separation of the Board''s supervisory role from the executive management and the constitution of Board Committees, which at March 31, 2017 comprised majority of independent Directors and most of the Committees were chaired by independent Directors, to oversee critical areas.

I. Philosophy of Corporate Governance

ICICI Bank''s corporate governance philosophy encompasses regulatory and legal requirements, which aims at a high level of business ethics, effective supervision and enhancement of value for all stakeholders. The corporate governance framework adopted by the Bank already encompasses significant portion of the recommendations contained in the ''Corporate Governance Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs, Government of India.

Whistle Blower Policy

The Bank has formulated a Whistle Blower Policy. The policy comprehensively provides an opportunity for any employee/ Director of the Bank to raise any issue concerning breaches of law, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policy has been periodically communicated to the employees and also posted on the Bank''s intranet. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/Vigil mechanism have been disclosed on the website of the Bank.

Code of Conduct as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, ICICI Bank has instituted a comprehensive code of conduct to regulate, monitor and report trading by its directors, employees and other connected persons.

Group Code of Business Conduct and Ethics

The Group Code of Business Conduct and Ethics for Directors and employees of the ICICI Group aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the ICICI Group. This Code is reviewed on an annual basis and the latest Code is available on the website of the Bank (www.icicibank.com). Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of the Annual Report.

Material Subsidiaries

In accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Bank has formulated a Policy for determining Material Subsidiaries and the same has been hosted on the website of the Bank (https://www.icicibank.com/managed-assets/docs/investor/policy-for-determining-material-subsidiaries/policy-for-determining-material-subsidiaries.pdf).

Familiarization Programme for independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Bank as well as with the nature of industry and business model of the Bank through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time. The details of the familiarization programmes have been hosted on the website of the Bank and can be accessed on the link: (http://www.icicibank.com/managed-assets/docs/about-us/board-of-directors/familiarisation-programme-for-independent-directors.pdf).

CEO/CFO Certification

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained.

Board of Directors

ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with good corporate governance practices. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. The Board has constituted various committees, namely, Audit Committee, Board Governance, Remuneration & Nomination Committee, Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee, Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship Committee and Review Committee for Identification of Wilful Defaulters/Non Co-operative Borrowers. At March 31, 2017, independent Directors constituted a majority of these Board Committees and all Committees except the Credit Committee and Review Committee for Identification of Willful Defaulters/Non Co-operative Borrowers were chaired by independent Directors.

There were nine Meetings of the Board during fiscal 2017 - on April 29, June 28, July 29, September 20, September 26, October 14, November 7 and November 21 in 2016, and January 31 in 2017.

At March 31, 2017, the Board of Directors consisted of 13 members. There were no inter-se relationships between any of the Directors. The names of the Directors, their attendance at Board Meetings during the year, attendance at the last Annual General Meeting (AGM) and the number of other directorships and board committee memberships held by them at March 31, 2017 are set out in the following table.

Name of Director	Board Meetings attended during the year	Attendance at last AGM (July 11, 2016)	Number of other directorships		Number of other committee3 memberships
			of Indian public limited companies1	of other companies2
Independent Directors
M. K. Sharma, Chairman
(DIN: 00327684)	9/9	Present	4	6	4(2)
Dileep Choksi*
(DIN: 00016322)	8/9	Present	7	3	6(4)
Homi Khusrokhan
(DIN: 00005085)	8/9	Present	3	1	2(1)
M. S. Ramachandran
(DIN: 00943629)	9/9	Present	6	3	3(1)

	Board Meetings attended during the year	Attendance at last AGM (July 11, 2016)	Number of other directorships		Number of other committee3 memberships
Name of Director			of Indian public limited companies1	of other companies2
Tushaar Shah# (DIN: 03055738)	6/9	Present
V K. Sharma (DIN: 02449088)	4/9	Absent	7	5
V. Sridar (DIN: 02241339)	8/9	Present	9		7(5)
Government Nominee Director
Alok Tandon (up to January 16, 2017) (DIN: 01841717)	0/8	Absent	N.A.	N.A.	N.A.
Amit Agrawal (w.e.f. January 16, 2017) (DIN: 07117013)	0/1	N.A.
Wholetime/Executive Directors
Chanda Kochhar (DIN: 00043617)	9/9	Present	4	2
N. S. Kannan (DIN: 00066009)	9/9	Present	4	2	2
K. Ramkumar (up to close of business hours on April 29, 2016) (DIN: 00244711)	1/1	N.A.	N.A.	N.A.''	N.A.
Rajiv Sabharwal (up to close of business hours on January 31, 2017) (DIN: 00057333)	8/9	Present	N.A.	N.A.	N.A.
Vishakha Mulye (DIN: 00203578)	9/9	Present	1
Vijay Chandok (w.e.f. July 28, 2016) (DIN: 01545262)	7/7	N.A.	2	2	1
Anup Bagchi (w.e.f. February 1, 2017) (DIN: 00105962)	0/0	N.A.	3	-	2

* Participated in one Meeting through tele-conference.

# Participated in two Meetings through tele-conference.

1. Comprises public limited companies incorporated in India.

2. Comprises private limited companies incorporated in India, foreign companies, statutory bodies and insurance corporations but excludes Section 8 companies and not for profit foreign companies.

3. Comprises only Audit Committee and Stakeholders'' Relationship Committee of Indian public limited companies. Figures in parentheses indicate committee chairpersonships.

Upon completion of his tenure as a non-executive Director, M. S. Ramachandran ceased to be a Director on the Board of the Bank with effect from April 25, 2017.

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the number of Committees (Audit Committee and Stakeholders'' Relationship Committee) of public limited companies in which a Director is a member/chairman were within the limits provided under listing regulations, for all the Directors of the Bank. The number of directorships of each independent Director is also within the limits prescribed under listing regulations.

The terms of reference of the Board Committees as mentioned earlier, their composition and attendance of the respective Members at the various Committee Meetings held during fiscal 2017 are set out below:

II. Audit Committee Terms of Reference

The Audit Committee provides direction to the audit function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include examining the financial statements and auditors'' report and overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, review of the quarterly and annual financial statements before submission to the Board, recommendation of appointment, terms of appointment, fixing remuneration and removal of central and branch statutory auditors and chief internal auditor, approval of payment to statutory auditors for other permitted services rendered by them, review and monitor with the management the auditor''s independence, performance and effectiveness of audit process, approval of transactions with related parties or any subsequent modifications, review of statement of significant related party transactions, review of functioning of Whistle Blower Policy, review of the adequacy of internal control systems and the internal audit function, review of compliance with inspection and audit reports and reports of statutory auditors, review of the findings of internal investigations, review of management letters/ letters on internal control weaknesses issued by statutory auditors, reviewing with the management the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter, discussion on the scope of audit with external auditors, examination of reasons for substantial defaults, if any, in payment to stakeholders, valuation of undertakings or assets, evaluation of risk management systems, scrutiny of inter-corporate loans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public accounting firm, establish procedures for receipt and treatment of complaints received regarding accounting and auditing matters and engage independent counsel as also provide for appropriate funding for compensation to be paid to any firm/advisors. In addition, the Audit Committee also exercises oversight on the regulatory compliance function of the Bank. The Audit Committee is also empowered to approve the appointment of the CFO (i.e., the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

Composition

At March 31, 2017, the Audit Committee comprised of four independent Directors and was chaired by Homi Khusrokhan, an independent Director. There were nine Meetings of the Committee during the year.

The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
Homi Khusrokhan, Chairman	8/9
Dileep Choksi, Alternate Chairman	9/9
M. S. Ramachandran	7/9
V. Sridar*	8/9

* Participated in one Meeting through video - conference.

Upon completion of his tenure as a non-executive Director, M. S. Ramachandran ceased to be a Member of the Committee with effect from April 25, 2017.

III. Board Governance, Remuneration & Nomination Committee Terms of Reference

The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the performance of the Whole time/independent Directors and the Board and to extend or continue the term of appointment of independent Director on the basis of the report of performance evaluation of independent Directors, recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to whole time Directors (WTDs), commission and fee payable to non-executive Directors subject to applicable regulations, approving the policy for and quantum of bonus payable to the members of the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme (ESOS) and decide on the grant of Bank''s stock options to employees and WTDs of the Bank and its subsidiary companies.

Composition

At March 31, 2017, the Board Governance, Remuneration & Nomination Committee comprised of three independent Directors and was chaired by Homi Khusrokhan, an independent Director. There were ten Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
Homi Khusrokhan, Chairman	8/10
M. K. Sharma	9/10
M. S. Ramachandran	10/10

Upon completion of his term as a non-executive Director M. S. Ramachandran ceased to be a Member of the Committee with effect from April 25, 2017. The Board at its Meeting held on April 6-7, 2017 reconstituted the Committee pursuant to which V. K. Sharma was appointed as a Member of the Committee with effect from April 6, 2017.

Policy/Criteria for Directors'' Appointment

The Bank with the approval of its Board Governance, Remuneration & Nomination Committee (Committee) has put in place a policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director as well as a policy on Board diversity. The policy has been framed based on the broad principles as outlined hereinafter. The Committee would evaluate the composition of the Board and vacancies arising in the Board from time to time. The Committee while recommending candidature of a Director would consider the special knowledge or expertise possessed by the candidate as required under Banking Regulation Act, 1949. The Committee would assess the fit and proper credentials of the candidate and the companies/entities with which the candidate is associated either as a director or otherwise and as to whether such association is permissible under RBI guidelines and the internal norms adopted by the Bank. For the above assessment, the Committee would be guided by the guidelines issued by RBI in this regard.

The Committee will also evaluate the prospective candidate for the position of a Director from the perspective of the criteria for independence prescribed under Companies Act, 2013 as well as the Listing Regulations. For a non-executive Director to be classified as independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of independence. The Committee will review the same and determine the independence of a Director.

The Committee based on the above assessments will make suitable recommendations on the appointment of Directors to the Board.

Remuneration policy

Reserve Bank of India (RBI) vide its circular DBOD No. BC. 72/29.67.001/2011-12 dated January 13, 2012 has issued guidelines on "Compensation of whole time Directors/Chief executive Officers/Risk takers and Control function staff etc." for implementation by private sector banks and foreign banks from the financial year 2012-13. The Bank adopted a Compensation Policy in January 2012 which is amended from time to time based on regulatory requirements. The Compensation Policy of the Bank as adopted in line with the RBI circular is in compliance with the requirements for the Remuneration Policy as prescribed under Companies Act, 2013. Further details with respect to the Compensation Policy are provided under the section titled "Compensation Policy and Practices".

The remuneration payable to non-executive/independent Directors is governed by the provisions of the Banking Regulation Act, 1949, RBI guidelines issued from time to time and the provisions of the Companies Act, 2013 and related rules to the extent it is not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines. The remuneration for the non-executive/independent Directors (other than Government nominee) would be sitting fee for attending each Meeting

of the Committee/Board as approved by the Board from time to time within the limits as provided under Companies Act, 2013 and related rules. RBI vide its guidelines dated June 1, 2015 regarding Compensation of non-executive Directors (NEDs) (except part-time Chairman) of Private Sector Banks has permitted payment of profit related commission up to '' 1,000,000 per annum for non-executive Directors (other than non-executive (part-time) Chairman). The Members at their Meeting held on July 11, 2016 approved the payment of profit related commission up to '' 1,000,000 per annum to nonexecutive Directors (other than the non-executive (part-time) Chairman and the Government Nominee Director), for each year effective from the financial year ended March 31, 2016.

For the non-executive (part-time) Chairman, the remuneration, in addition to sitting fee includes such fixed payments on such periodicity as may be recommended by the Board and approved by the Members and RBI from time to time, maintaining a Chairman''s office at the Bank''s expense, bearing expenses for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing travel/halting/other expenses and allowances for attending to duties as Chairman of the Bank and any other modes of remuneration as may be permitted by RBI through any circulars/guidelines as may be issued from time to time.

All the non-executive/independent Directors would be entitled to reimbursement of expenses for attending Board/ Committee Meetings, official visits and participation in various forums on behalf of the Bank.

Performance evaluation of the Board, Committees and Directors

The Bank with the approval of its Board Governance, Remuneration & Nomination Committee has put in place an evaluation framework for evaluation of the Board, Directors and Chairperson. The Board also carries out an evaluation of the working of its Audit Committee, Board Governance, Remuneration & Nomination Committee, Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee, Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship Committee and Review Committee for identification of wilful defaulters/non co-operative borrowers. The evaluation of the Committees is based on the assessment of the compliance with the terms of reference of the Committees.

The evaluations for the Directors, the Board and the Chairperson of the Board were undertaken through circulation of three questionnaires, one for the Directors, one for the Board and one for the Chairperson of the Board. The performance of the Board was assessed on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation criteria for the Chairperson of the Board besides the general criteria adopted for assessment of all Directors, focused incrementally on leadership abilities, effective management of meetings and preservation of interest of stakeholders. The evaluation process for whole time Directors is further detailed under the section titled "Compensation Policy and Practices".

Details of Remuneration paid to whole time Directors

The Board Governance, Remuneration & Nomination Committee determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the whole time Directors.

The following table sets out the details of remuneration (including perquisites and retrial benefits) paid to whole time Directors for fiscal 2017:

	Details of Remuneration (?)
	Chanda Kochhar	N. S. Kannan	K. Ramkumar1	Rajiv Sabharwal4	Vishakha Mulye	Vijay Chandok2	Anup Bagchi3
Basic	26,670,840	17,619,600	5,778,471	14,683,000	17,619,600	15,930,000	6,637,500
Performance bonus for fiscal 20175	22,028,362	14,766,738	4,854,818	N.A.	14,766,738	13,539,876	5,601,428
Allowances and perquisites6	24,387,366	15,331,842	26,199,599	17,178,774	14,352,803	15,072,215	5,698,078
Contribution to provident fund	3,200,496	2,114,354	693,418	1,761,958	2,114,354	1,911,600	796,500
Contribution to superannuation fund	0	2,642,940	753,712	0	2,642,940	2,389,500	995,625
Contribution to gratuity fund	2,221,681	1,467,713	481,347	1,223,094	1,467,713	1,326,969	552,904
Stock options7 (Numbers)
Fiscal 20175	1,375,000	685,000	N.A.	N.A.	685,000	685,000	685,000
Fiscal 2016	1,375,000	685,000	685,000	685,000	685,000	495,000	N.A.
Fiscal 2015	1,450,000	725,000	725,000	655,000	N.A.	420,000	N.A.

1. K. Ramkumar ceased to be a Director from the close of business hours on April 29, 2016 and has taken early retirement from the Bank. His last working date was July 29, 2016.

2. Vijay Chandok assumed office as executive Director with effect from July 28, 2016, post approval granted by RBI.

3. Anup Bagchi has joined the services of the Bank on November 1, 2016, and he assumed office as executive Director with effect from February 1, 2017.

4. Rajiv Sabharwal''s last working day with the Bank was January 31, 2017.

5. Options and performance bonus for fiscal 2017 are subject to Reserve Bank of India (RBI) approval.

6. Allowances and perquisites exclude stock options exercised during fiscal 2017 which does not constitute remuneration paid to the whole time Directors for fiscal 2017.

7. The above table excludes special grant of stock options approved by RBI in November 2015 aggregating to 2,100,000 for Chanda Kochhar; 1,000,000 each for N. S. Kannan, K. Ramkumar and Rajiv Sabharwal and 700,000 for Vijay Chandok.

Perquisites (evaluated as per Income-tax rules wherever applicable and otherwise at actual cost to the Bank) such as the benefit of the Bank''s furnished accommodation, gas, electricity, water and furnishings, club fees, group insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof, medical reimbursement, leave and leave travel concession, education benefits, provident fund, superannuation fund and gratuity, were provided in accordance with the scheme(s) and rule(s) applicable from time to time. In line with the staff loan policy applicable to specified grades of employees who fulfill prescribed eligibility criteria to avail loans for purchase of residential property, the whole time Directors are also eligible for housing loans subject to approval of RBI.

The Members have approved the minimum and maximum ranges for remuneration as well as supplementary allowance for the Whole time Directors. In terms of the said approvals, the monthly basic salary for Chanda Kochhar, Managing Director & CEO would be within the range of Rs, 1,350,000 - Rs, 2,600,000, N. S. Kannan, Vishakha Mulye, Vijay Chandok and Anup Bagchi, executive Directors would be within the range of Rs, 950,000 - Rs, 1,700,000. The monthly supplementary allowances for the Managing Director & CEO, would be within the range of Rs, 1,000,000 - Rs, 1,800,000, for N. S. Kannan, Vishakha Mulye, Vijay Chandok and Anup Bagchi, executive Directors would be within the range of Rs, 675,000 - Rs, 1,225,000. The Board would determine the actual remuneration/supplementary allowance payable within the above ranges from time to time subject to the approval of RBI.

Details of Remuneration paid to non-executive Directors

As provided under Article 132 of the Articles of Association of the Bank, the fees payable to a non-executive Director (other than to the nominee of Government of India) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 2013 and the rules there under. The Board of Directors have approved the payment of Rs, 100,000 as sitting fee for each Meeting of the Board and Rs, 20,000 as sitting fee for each Meeting of the Committee attended.

The Board of Directors at its Meeting held on June 9, 2015 and subsequently Members through a postal ballot resolution dated April 22, 2016 approved a remuneration range of Rs, 3,000,000 - Rs, 5,000,000 per annum for M. K. Sharma, Chairman of the Board with the remuneration for each year to be determined by the Board within this range. The Board approved remuneration of Rs, 3,000,000 per annum effective July 1, 2015 to be paid to M. K. Sharma for the first year of his tenure. RBI while approving the appointment of M. K. Sharma for the period July 1, 2015 to June 30, 2018 also approved the above remuneration. The Board at its Meeting held on June 28, 2016 approved the revision in remuneration for M. K. Sharma to Rs, 3,500,000 per annum for the period July 1, 2016 to June 30, 2017. The same has been approved by RBI.

Information on the total sitting fees paid to each non-executive Director during fiscal 2017 for attending Meetings of the Board and its Committees is set out in the following table:

Name of Director	Amount (?)
M. K. Sharma	1,220,000
Dileep Choksi	1,180,000
Homi Khusrokhan	2,060,000
M. S. Ramachandran (ceased w.e.f. April 25, 2017)	2,000,000
Tushaar Shah	620,000
V. K. Sharma	460,000
V. Sridar	1,480,000
Amit Agarwal1	-
Total	9,020,000

1. Being a Government Nominee Director, not entitled to receive sitting fees.

The details of shares and convertible instruments of the Bank, held by the non-executive Directors as at March 31, 2017 are set out in the following table:

Name of Director	Instrument	No. of shares held
M. K. Sharma	Equity	50,000
Dileep Choksi	Equity	2,500
Homi Khusrokhan	Equity	3,5001
M. S. Ramachandran	Equity	1,300
Tushaar Shah	-	-
V. K. Sharma	-	-
V. Sridar	-	-
Amit Agarwal	-	-

1. Shares held jointly with relatives.

Remuneration disclosures as required under RBI guidelines

The RBI circular DBOD No. BC. 72/29.67.001/2011-12 on "Compensation of wholetime Directors/Chief Executive Officers/ Risk takers and Control function staff etc." requires the Bank to make following disclosures on remuneration on an annual basis in their Annual Report:

COMPENSATION POLICY AND PRACTICES

(A) Qualitative disclosures

a) Information relating to the bodies that oversee remuneration.

- Name, composition and mandate of the main body overseeing remuneration.

The Board Governance, Remuneration & Nomination Committee (BGRNC/ Committee) is the body which oversees the remuneration aspects. The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the performance of the whole time/ independent Directors and the Board and to extend or continue the term of appointment of independent Director on the basis of the report of performance evaluation of independent Directors, recommending to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to wholetime Directors (WTDs), commission and fee payable to non- executive Directors subject to applicable regulations, approving the policy for and quantum of bonus payable to members of the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity, framing guidelines for the Employee Stock Option Scheme (ESOS) and decide on the grant of the Bank''s stock options to employees and WTDs of the Bank and its subsidiary companies.

- External consultants whose advice has been sought, the body by which they were commissioned, and in what areas of the remuneration process.

The Bank did not take advice from an external consultant on any area of remuneration during the year ended March 31, 2017.

- Scope of the Bank''s remuneration policy (eg. by regions, business lines), including the extent to which it is applicable to foreign subsidiaries and branches.

The Compensation Policy of the Bank, as last amended during FY2017 and approved by the BGRNC and the Board at its Meeting held on April 28, 2016, pursuant to the guidelines issued by RBI, covers all employees of the Bank, including those in overseas branches of the Bank. In addition to the Bank''s Compensation Policy guidelines, the overseas branches also adhere to relevant local regulations.

o Alignment of compensation philosophy with prudent risk taking:

The Bank seeks to achieve a prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels and no guaranteed bonuses. Compensation is sought to be aligned to both financial and non-financial indicators of performance including aspects like risk management and customer service. In addition, the Bank has an employee stock option scheme aimed at aligning compensation to long term performance through stock option grants that vest over a period of time. Compensation to staff in financial and risk control functions is independent of the business areas they oversee and depends on their performance assessment.

- Whether the Remuneration Committee reviewed the firm''s remuneration policy during the past year, and if so, an overview of any changes that were made

During FY2017, the Bank''s Compensation Policy was reviewed by the BGRNC and the Board on April 28, 2016. The disclosures were reviewed pursuant to RBI circular on Disclosures in Financial Statements.

- Discussion of how the Bank ensures that risk and compliance employees are remunerated independently of the businesses they oversee.

The compensation of staff engaged in control functions like Risk and Compliance depends on their performance, which is based on achievement of the key results of their respective functions. Their goal sheets do not include any business targets.

c) Description of the ways in which current and future risks are taken into account in the remuneration processes.

- Overview of the key risks that the Bank takes into account when implementing remuneration measures.

The Board approves the risk framework for the Bank and the business activities of the Bank are undertaken within this framework to achieve the financial plan. The risk framework includes the Bank''s risk appetite, limits framework and policies and procedures governing various types of risk. KPIs of WTDs & equivalent positions, as well as employees, incorporate relevant risk management related aspects. For example, in addition to performance targets in areas such as growth and profits, performance indicators include aspects such as the desired funding profile and asset quality. The BGRNC takes into consideration all the above aspects while assessing organizational and individual performance and making compensation-related recommendations to the Board.

- Overview of the nature and type of key measures used to take account of these risks, including risk difficult to measure

The annual performance targets and performance evaluation incorporate both qualitative and quantitative aspects including asset quality, provisioning, increase in stable funding sources, refinement/improvement of the risk management framework, effective management of stakeholder relationships and mentoring key members of the top and senior management.

- Discussion of the ways in which these measures affect remuneration.

Every year, the financial plan/ targets are formulated in conjunction with a risk framework with limit structures for various areas of risk/ lines of business, within which the Bank operates to achieve the financial plan. To ensure effective alignment of compensation with prudent risk taking, the BGRNC takes into account adherence to the risk framework in conjunction with which the financial plan/ targets have been formulated. KPIs of WTDs & equivalent positions, as well as employees, incorporate relevant risk management related aspects. For example, in addition to performance targets in areas such as growth and profits, performance indicators include aspects such as the desired funding profile and asset quality. The BGRNC takes into consideration all the above aspects while assessing organizational and individual performance and making compensation-related recommendations to the Board.

d) Description of the ways in which the Bank seeks to link performance during a performance measurement period with levels of remuneration.

- Overview of main performance metrics for Bank, top level business lines and individuals.

The main performance metrics include profits, loan growth, deposit growth, risk metrics (such as quality of assets), compliance with regulatory norms, refinement of risk management processes and customer service. The specific metrics and weight ages for various metrics vary with the role and level of the individual.

- Discussion of how amounts of individual remuneration are linked to the Bank-wide and individual performance.

The BGRNC takes into consideration all the above aspects while assessing organizational and individual performance and making compensation-related recommendations to the Board regarding the level of performance bonus for employees and the performance assessment of WTDs and equivalent positions. The performance assessment of individual employees is undertaken based on achievements vis-a-vis their goal sheets, which incorporate the various aspects/ metrics described earlier.

- Discussion of the measures the Bank will in general implement to adjust remuneration in the event that performance metrics are weak, including the Bank''s criteria for determining ''weak'' performance metrics.

The Bank''s Compensation Policy outlines the measures the Bank will implement in the event of a reasonable evidence of deterioration in financial performance. Should such an event occur in the manner outlined in the policy, the BGRNC may decide to apply mauls on none, part or all of the unvested deferred variable compensation.

e) Description of the ways in which the Bank seeks to adjust remuneration to take account of the longer term performance.

- Discussion of the Bank''s policy on deferral and vesting of variable remuneration and, if the fraction of variable remuneration that is deferred differs across employees or groups of employees, a description of the factors that determine the fraction and their relative importance.

The quantum of bonus for an employee does not exceed a certain percentage (as stipulated in the compensation policy) of the total fixed pay in a year. Within this percentage, if the quantum of bonus exceeds a predefined threshold percentage of the total fixed pay, a part of the bonus is deferred and paid over a period. These thresholds for deferrals are same across employees.

- Discussion of the Bank''s policy and criteria for adjusting deferred remuneration before vesting and (if permitted by national law) after vesting through claw back arrangements.

The deferred portion of variable pay is subject to malus, under which the Bank would prevent vesting of all or part of the variable pay in the event of an enquiry determining gross negligence, breach of integrity or in the event of a reasonable evidence of deterioration in financial performance. In such cases, variable pay already paid out may also be subjected to claw back arrangements, as applicable.

f) Description of the different forms of variable remuneration that the Bank utilizes and the rationale for using these different forms.

- Overview of the forms of variable remuneration offered. A discussion of the use of different forms of variable remuneration and if the mix of different forms of variable remuneration differs across employees or group of employees, a description of the factors that determine the mix and their relative importance.

The Bank pays performance linked retention pay (PLRP) to its front-line staff and junior management and performance bonus to its middle and senior management. PLRP aims to reward front line and junior managers, mainly on the basis of skill maturity attained through experience and continuity in role which is a key differentiator for customer service. The Bank also pays variable pay to sales officers and relationship managers in wealth management roles while ensuring that such pay-outs are in accordance with applicable regulatory requirements.

The Bank ensures higher proportion of variable pay at senior levels and lower variable pay for front-line staff and junior management levels.

(B) Quantitative disclosures

The following table sets forth, for the period indicated, the details of quantitative disclosure for remuneration of whole time Directors (including MD & CEO) and equivalent positions.

Particulars	At March 31, 2016	At March 31, 2017
Number of meetings held by the BGRNC during the financial year	8	10
Remuneration paid to its members during the financial year ('' in millions) (sitting fees)	0.5	0.5
Number of employees having received a variable remuneration award during the financial year	Nil	6
Number and total amount of sign-on awards made during the financial year	Nil	Nil
Number and total amount of guaranteed bonuses awarded during the financial year	Nil	Nil
Details of severance pay, in addition to accrued benefits	Nil	Nil
Breakdown of amount of remuneration awards for the financial year (Rs,in million)
Fixed1	201.7	231.5
Variable2	Nil	75.6
Deferred	-	-
Non-deferred	-	75.6
- Share-linked instruments	4,610,0003	4,115,000
Total amount of deferred remuneration paid out in the financial year	26.9	16.0
Total amount of outstanding deferred remuneration Cash ('' in millions)	23.4	6.1
Shares (nos.)	Nil	Nil
Shares-linked instruments4	16,725,000	13,406,500
- Other forms	Nil	Nil
Total amount of outstanding deferred remuneration and retained remuneration exposed ex-post explicit and/or implicit adjustments	23.4	6.1
Total amount of reductions during the year due to ex-post explicit adjustments	Nil	Nil
Total amount of reductions during the year due to ex-post implicit adjustments	Nil	Nil

1. Fixed pay includes basic salary, supplementary allowances, superannuation, contribution to provident fund and gratuity fund by the Bank. The amount contains part year payouts for a retired and a resigned WTD and a newly appointed WTD for fiscal 2017.

2. Variable Pay and Share-linked instruments for the year ended March 31, 2017 are subject to approval from RBI.

3. Excludes special grant of stock options approved by RBI in November 2015, aggregating to 5.8 million & grant of 1.0 million options for Vishakha Mulye.

4. The amount contains special grants, including grant to Vishakha Mulye.

Disclosures required with respect to Section 197(12) of the Companies Act, 2013

The ratio of the remuneration of each Director to the median employee''s remuneration and such other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, and as amended from time to time.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Chanda Kochhar, Managing Director & CEO	112:1
N. S. Kannan	75:1
Vishakha Mulye	75:1
Vijay Chandok*	69:1
Anup Bagchi*	69:1

*The ratios are annualized as remuneration in the capacity of a Director is effective from July 28, 2016 for Vijay Chandok and from February 1, 2017 for Anup Bagchi.

Note: K. Ramkumar and Rajiv Sabharwal ceased to be directors during the financial year and are hence not included in the above table.

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary ranged between 12.0% and 15.0%.

(iii) The percentage increase in the median remuneration of employees in the financial year;

The percentage increase in the median remuneration of employees in the financial year was around 12.0%.

(iv) The number of permanent employees on the rolls of company;

The number of employees, as mentioned in the section on ''Management''s Discussion & Analysis'' is 82,841. Out of this, the employees on permanent rolls of the company is 81,129, including employees in overseas locations.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average percentage increase made in the salaries of total employees other than the Key Managerial Personnel for fiscal 2017 was around 10.0%, while the average increase in the remuneration of the Key Managerial Personnel was in the range of 12.0% to 15.0%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company.

Yes

IV. Corporate Social Responsibility Committee Terms of Reference

The functions of the Committee include review of corporate social responsibility (CSR) initiatives undertaken by the ICICI Group and the ICICI Foundation for Inclusive Growth, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the Company and recommendation of the amount of expenditure to be incurred on such activities, reviewing and recommending the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, policies and practices of the ICICI Group, monitoring the CSR activities, implementation and compliance with the CSR Policy and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other body.

Composition

At March 31, 2017, the Corporate Social Responsibility Committee comprised three Directors including two independent Directors and the Managing Director & CEO and was chaired by M. S. Ramachandran, an independent Director. There were three Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
M. S. Ramachandran, Chairman	3/3
Tushaar Shah*	1/3
Alok Tandon (up to January 16, 2017)	0/3
Chanda Kochhar	3/3

* Participated in one Meeting through video-conference.

Upon completion of his term as a non-executive Director M. S. Ramachandran ceased to be the Chairman and Member of the Committee with effect from April 25, 2017. The Board at its Meeting held on April 6-7, 2017 reconstituted the Committee pursuant to which Dileep Choksi and Amit Agrawal were inducted as Members of the Committee with effect from April 6, 2017 and Tushaar Shah was appointed as the Chairman of the Committee with effect from April 25, 2017.

Details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year

The CSR policy has been hosted on the website of the Companyhttps://www.icicibank.com/managed-assets docs/about-us/ICICI-Bank-CSR-Policy.pdf.

The Annual Report on CSR activities is annexed herewith as Annexure E.

V. Credit Committee Terms of Reference

The functions of the Committee include review of developments in key industrial sectors, major credit portfolios and approval of credit proposals as per the authorisation approved by the Board.

Composition

At March 31, 2017, the Credit Committee comprised three Directors including two independent Directors and the Managing Director & CEO and was chaired by the Managing Director & CEO. There were 28 Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
Chanda Kochhar, Chairperson	28/28
Homi Khusrokhan	26/28
M. S. Ramachandran*	28/28

* Participated in one Meeting through video-conference.

Upon completion of his term as a non-executive Director M. S. Ramachandran ceased to be the Member of the Committee with effect from April 25, 2017. The Board at its Meeting held on April 6-7, 2017, re-constituted the Committee with effect from April 6, 2017 pursuant to which M. K. Sharma was inducted as a Member as well as appointed as the Chairman of the Committee.

VI. Customer Service Committee Terms of Reference

The functions of this Committee include review of customer service initiatives, overseeing the functioning of the Customer Service Council and evolving innovative measures for enhancing the quality of customer service and improvement in the overall satisfaction level of customers.

Composition

At March 31, 2017, the Customer Service Committee comprised three Directors including two independent Directors, and the Managing Director & CEO and was chaired by M. S. Ramachandran, an independent Director. There were six Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
M. S. Ramachandran, Chairman	6/6
V. Sridar*	5/6
Alok Tandon (up to January 16, 2017)	0/5
Chanda Kochhar	5/6

*Participated in one Meeting through tele-conference.

Upon completion of his term as a non-executive Director, M. S. Ramachandran ceased to be the Chairman and Member of the Committee with effect from April 25, 2017. Alok Tandon ceased to be a member of the Committee consequent to the withdrawal of his nomination as a Government Nominee Director effective January 16, 2017. The Board at its meeting held on April 6-7, 2017, re-constituted the Committee pursuant to which Tushaar Shah and Anup Bagchi were appointed as the Members of the Committee with effect from April 6, 2017 and V. Sridar was appointed as the Chairman of the Committee with effect from April 25, 2017.

VII. Fraud Monitoring Committee Terms of Reference

The Committee monitors and reviews all the frauds involving an amount of '' 10.0 million and above with the objective of identifying the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to rectify the same. The functions of this Committee include identifying the reasons for delay in detection, if any, and reporting to top management of the Bank and RBI on the same. The progress of investigation and recovery position is also monitored by the Committee. The Committee also ensures that staff accountability is examined at all levels in all the cases of frauds and action, if required, is completed quickly without loss of time. The role of the Committee is also to review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls and put in place other measures as may be considered relevant to strengthen preventive measures against frauds.

Composition

At March 31, 2017, the Fraud Monitoring Committee comprised five Directors including four independent Directors and the Managing Director & CEO and was chaired by V. Sridar, an independent Director. There were seven Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
V. Sridar, Chairman#	6/7
Dileep Choksi	6/7
Homi Khusrokhan	6/7
V. K. Sharma	2/7
Chanda Kochhar	6/7
Rajiv Sabharwal (up to close of business hours on January 31, 2017)	3/7

# Participated in one Meeting through tele-conference and one through video- conference.

The Board at its meeting held on April 6-7, 2017, re-constituted the Committee and took note of the cessation of V. K. Sharma as a member of the committee owing to his increased commitment and approved the appointment of Anup Bagchi as a Member of the Committee with effect from April 6, 2017.

VIII. Information Technology Strategy Committee Terms of Reference

The functions of the Committee are to approve strategy for Information Technology (IT) and policy documents, ensure that IT strategy is aligned with business strategy, review IT risks, ensure proper balance of IT investments for sustaining the Bank''s growth, oversee the aggregate funding of IT at Bank-level, ascertain if the management has resources to ensure the proper management of IT risks and review contribution of IT to business.

Composition

At March 31, 2017, the IT Strategy Committee comprised three Directors including two independent Directors and the Managing Director & CEO and was chaired by Homi Khusrokhan, an independent Director. There were five Meetings of the Committee held during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
Homi Khusrokhan, Chairman	5/5
V. Sridar*	5/5
Chanda Kochhar	5/5

*Participated in one Meeting through video-conference.

IX. Risk Committee Terms of Reference

The functions of the Committee are to review ICICI Bank''s risk management policies pertaining to credit, market, liquidity, operational, outsourcing, reputation risks, business continuity plan and disaster recovery plan. The functions of the Committee also include review of the Enterprise Risk Management (ERM) framework, risk appetite framework (RAF), stress testing framework, Internal Capital Adequacy Assessment Process (ICAAP) and framework for capital allocation; review of the status of Basel II and Basel III implementation, risk return profile of the Bank, risk dashboard covering various risks, outsourcing activities and the activities of the Asset Liability Management Committee. The Committee also has oversight on risks of subsidiaries covered under the Group Risk Management Framework.

Composition

At March 31, 2017, the Risk Committee comprised six Directors including five independent Directors, and the Managing Director & CEO and was chaired by M. K. Sharma, an independent Director. There were seven Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
M. K. Sharma, Chairman	7/7
Dileep Choksi	4/7
Homi Khusrokhan	6/7
V. K. Sharma	1/7
V. Sridar*	6/7
Alok Tandon (up to January 16, 2017)	0/5
Chanda Kochhar	7/7

*Participated in one Meeting through video-conference.

X. Stakeholders Relationship Committee Terms of Reference

The functions and powers of the Committee include approval and rejection of transfer or transmission of equity shares, preference shares, bonds, debentures and securities, issue of duplicate certificates, allotment of shares and securities issued from time to time, review redressal and resolution of grievances of shareholders, debenture holders and other security holders, delegation of authority for opening and operation of bank accounts for payment of interest, dividend and redemption of securities and the listing of securities on stock exchanges.

Composition

At March 31, 2017, the Stakeholders Relationship Committee comprised three Directors including two independent Directors and was chaired by Homi Khusrokhan, an independent Director. There were four Meetings of the Committee during the year. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of Member	Number of meetings attended
Homi Khusrokhan, Chairman	3/4
V. Sridar*	4/4
N. S. Kannan	4/4

*Participated in one Meeting through video-conference.

P Sanker, Senior General Manager (Legal) is the Company Secretary of the Bank and acts as the Compliance Officer of the Bank in accordance with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 103 shareholder complaints received in fiscal 2017 were processed. At March 31, 2017, no complaints were pending.

XI. Review Committee for Identification of Willful Defaulters/Non Co-operative Borrowers Terms of Reference

The function of the Committee is to review the order of the Committee for identification of willful defaulters/ non co-operative borrowers (a Committee comprising whole time Directors and senior executives of the Bank to examine the facts and record the fact of the borrower being a willful defaulter/non co-operative borrower) and confirm the same for the order to be considered final.

Composition

The Managing Director & CEO is the Chairperson of this Committee and any two independent Directors will comprise the remaining members. There was one Meeting of the Committee during the year and details of the same is set out in the following table:

Name of Member	Number of meetings attended
Chanda Kochhar, Chairperson	1/1
Homi Khusrokhan	1/1
M. S. Ramachandran	1/1

XII. Other Committees

In addition to the above, the Board has from time to time constituted various committees, namely, Committee of Executive Directors, Executive Investment Committee, Asset Liability Management Committee, Committee for Identification of Willful Defaulters/non co-operative borrowers, Committee of Senior Management (comprising certain whole time Directors and executives) and Committee of Executives, Compliance Committee, Product & Process Approval Committee, Regional Committees for India and overseas operations, Outsourcing Committee, Operational Risk Management Committee and other Committees (all comprising executives). These committees are responsible for specific operational areas like asset liability management, approval/renewal of credit proposals, approval of products and processes and management of operational risk, under authorization/supervision of the Board and its Committees.

XIII. General Body Meetings

The details of General Body Meetings held in the last three years are given below:

General Body Meeting	Day, Date	Time Venue
Twenty-Second AGM	Monday, July 11, 2016	12:00 noon Sir Sayajirao Nagargruh, Vadodara
Twenty-First AGM	Monday, June 29, 2015	12:00 noon Mahanagar Seva Sadan, Near GEB
Twentieth AGM	Monday, June 30, 2014	Colony, Old Padra Road, Akota, 1:00 p.m. Vadodara 390 020
The details of the Special Resolutions passed in the Annual General Meetings held in the previous three years are given below:
General Body Meeting	Day, Date	Resolution
Annual General Meeting	Monday, July 11, 2016	Private placement of securities under Section 42 of the Companies Act, 2013
Annual General Meeting	Monday, June 29, 2015	Private placement of securities under Section 42 of the Companies Act, 2013
Annual General Meeting	Monday, June 30, 2014	1. Amendment to Articles of Association of the Bank pursuant to The Banking Laws (Amendment) Act, 2012 2. Borrowing limits under Section 180(1)(c) of the Companies Act, 2013 3. Private placement of securities under Section 42 of the Companies Act, 2013

Postal Ballot

During FY2017 no postal ballot notice was issued. In line with the provisions of Section 110 of the Companies Act, 2013, the Bank vide its Postal Ballot Notice dated May 5, 2017 is seeking approval of the Members for the following Special Resolutions:

(i) Alteration of Articles of Association

(ii) Amendment to the Employee Stock Option Scheme

The Bank follows the procedure as prescribed under the Companies Act, 2013 read with Companies (Management and Administration), Rules, 2014, as amended from time to time and the Secretarial Standards. Members are provided the facility to cast their votes through electronic voting (e-voting) or through postal ballot. The Board of Directors of the Bank, appoints Scrutinizer(s) for conducting the postal ballot voting process. The Scrutinizer submits his report to the Chairman after the completion of the scrutiny of the postal ballots (including e-voting). Considering the combined results of the Postal Ballot via postal ballot forms and e-voting facility, the resolution is considered approved. The results are declared and communicated to the stock exchanges and displayed on the Bank''s website www.icicibank.com.

XIV. Disclosures

1. There are no materially significant transactions with related parties i.e., directors, management, subsidiaries, or relatives conflicting with the Bank''s interests. The Bank has no promoter.

2. No penalties or strictures have been imposed on the Bank by any of the stock exchanges, the Securities & Exchange Board of India (SEBI) or any other statutory authority, for any non-compliance on any matter relating to capital markets, during the last three years.

3. In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been denied access to the Audit Committee.

XV. Means of Communication

It is ICICI Bank''s belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. ICICI Bank disseminates information on its operations and initiatives on a regular basis. ICICI Bank''s website (www.icicibank.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on ICICI Bank''s strategy, financial performance, operational performance and the latest press releases.

ICICI Bank''s investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. In accordance with SEBI and Securities Exchange Commission (SEC) guidelines, all information which could have a material bearing on ICICI Bank''s share price is released through leading domestic and global wire agencies. The information is also disseminated to the National Stock Exchange of India Limited (NSE), the Bombay Stock Exchange Limited (BSE), New York Stock Exchange (NYSE), Securities Exchange Commission (SEC), Singapore Stock Exchange, Japan Securities Dealers Association and SIX Swiss Exchange Ltd from time to time.

The financial and other information and the various compliances as required/prescribed under the Listing Regulations are filed electronically with NSE/BSE through NSE Electronic Application Processing (NEAP) System and through BSE Listing Centre and are also available on their respective websites in addition to the Bank''s website. Additionally information is also disseminated to BSE/NSE where required by email or fax.

ICICI Bank''s quarterly financial results are published either in the Financial Express (Mumbai, Pune, Ahmedabad, New Delhi, Luck now, Chandigarh, Kolkata, Chennai, Bengaluru, Hyderabad and Kochi editions) or the Business Standard (Ahmedabad, Bengaluru, Bhubaneshwar, Chandigarh, Chennai, Hyderabad, Kochi, Kolkata, Lucknow, Mumbai, New Delhi and Pune editions), and Vadodara Samachar (Vadodara). The financial results, official news releases, analyst call transcripts and presentations are also available on the Bank''s website.

The Management''s Discussion & Analysis forms part of the Annual Report.

General Shareholder Information

Annual General Meeting	Day, Date & Time	Venue
Twenty-Third AGM	Friday, June 30, 2017 12:00 noon	Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D.N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002
Financial Year	: April 1, 2016 to March 31, 2017
Book Closure	: June 22, 2017 to June 24, 2017
Dividend Payment Date	: July 1, 2017

1. FII segment of BSE.

2. Each ADS of ICICI Bank represents two underlying equity shares.

The Bonds issued in domestic market comprised of privately placed bonds and also bonds issued via public issues which are listed on BSE/NSE.

Share Transfer System

ICICI Bank''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent. 3i Infotech is an information technology company and in addition to R&T services, provides a wide range of technology & technology-enabled products and services.

ICICI Bank''s equity shares are traded mainly in dematerialized form. During the year, 1,464,735 equity shares of face value '' 2/- each involving 3,031 certificates were dematerialized. At March 31, 2017, 99.50% of paid-up equity share capital (including equity shares represented by ADS constituting 25.30% of the paid-up equity share capital) are held in dematerialized form.

Physical share transfer requests are processed and the share certificates are returned normally within a period of seven days from the date of receipt, if the documents are correct, valid and complete in all respects.

The number of equity shares of ICICI Bank transferred during the last three years (excluding electronic transfer of shares in dematerialized form) is given below:

	Fiscal 2015		Fiscal 2016	Fiscal 2017
	Shares of face value '' 10	Shares of face value '' 2	Shares of face value '' 2	Shares of face value '' 2
Number of transfer deeds	706	564	1,114	414
Number of shares transferred	38,382	153,150	314,890	109,155

As required under Regulation 40(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate is obtained every six months from a practicing Company Secretary that all transfers have been completed within the stipulated time. The certificates are filed with BSE and NSE.

In terms of SEBI circular no. D&CC/FITTC/CIR-16 dated December 31, 2002, as amended vide circular no. CIR/ MRD/DP/30/2010 dated September 6, 2010 an audit is conducted on a quarterly basis by a firm of Chartered Accountants, for the purpose of, inter alia, reconciliation of the total admitted equity share capital with the depositories and in the physical form with the total issued/paid up equity share capital of ICICI Bank. Certificates issued in this regard are placed before the Stakeholders Relationship Committee and filed with BSE and NSE, where the equity shares of ICICI Bank are listed.

Physical Share Disposal Scheme

With a view to mitigate the difficulties experienced by physical shareholders in disposing off their shares, ICICI Bank, in the interest of investors holding shares in physical form (up to 250 shares of face value of '' 2 each) has instituted a Physical Share Disposal Scheme. The scheme was started in November 2008 and continues to remain open. Interested shareholders may contact the R&T Agent, 3i Infotech Limited for further details.

Registrar and Transfer Agents

The Registrar and Transfer Agent of ICICI Bank is 3i Infotech Limited. Investor services related queries/requests/ complaints may be directed to R. C. D''souza at the address as under:

3i Infotech Limited

International Infotech Park

Tower 5, 3rd Floor

Vashi Railway Station Complex

Vashi, Navi Mumbai 400 703

Maharashtra, India

Tel No. : 91-22-7123 8021

Fax No. : 91-22-7123 8098

E-mail : [e-mail]

Queries relating to the operational and financial performance of ICICI Bank may be addressed to:

Rakesh Jha/Anindya Banerjee/Sonal Bagaria

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel No. : 91-22-2653 6124

Fax No. : 91-22-2653 1175

E-mail : [e-mail]

Debenture Trustees

Pursuant to Regulation 53 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the names and contact details of the debenture trustees for the public issue bonds and privately placed bonds of the Bank are given below:

Bank of Maharashtra Axis Trustee Services Limited IDBI Trusteeship Services Limited

Legal Dept.Head Office, Axis House, Asian Building, Ground Floor,

Lokmangal, "1501", Bombay Dyeing Mill Compound, 17, R Kamani Marg,

Shivaji Nagar, Pandurang Budhkar Marg, Ballard Estate,

Pune - 411 005 Worli, Mumbai - 400 025 Mumbai 400 001

Tel. No: 91-020-2553 6256 Tel No: 91- 22- 62260050/54 Tel No: 91 -22 - 4080 7001

[e-mail] [e-mail] [e-mail]

The details are available on the website of the Bank at the link

http://www.icicibank.com/Personal-Banking/investments/icici-bank-bonds/index.page.

Information on Shareholding

Shareholding pattern of ICICI Bank at March 31, 2017

Shareholder Category	Shares	% holding
Deutsche Bank Trust Company Americas (Depositary for ADS holders)	1,473,304,334	25.30
FIIs, NRIs, Foreign Banks, Foreign Companies, OCBs and Foreign Nationals	2,066,832,356	35.48
Insurance Companies	886,918,475	15.23
Bodies Corporate (including Government Companies)	145,843,449	2.51
Banks & Financial Institutions	5,913,981	0.10
Mutual Funds	871,787,797	14.97
Individuals, HUF and Trusts	339,786,970	5.83
NBFC Registered with RBI	1,122,769	0.02
Provident Fund / Pension Fund	32,812,592	0.56
Alternative Investment Fund	153,412	0.00
Total	5,824,476,135	100.00

Shareholders of ICICI Bank with more than one percent holding at March 31, 2017

Name of the Shareholder	No. of shares	% to total no. of shares
Deutsche Bank Trust Company Americas (Depositary for ADS holders)	1,473,304,334	25.30
Life Insurance Corporation of India	608,927,224	10.45
Dodge and Cox International Stock Fund	364,368,485	6.26
Government of Singapore	63,125,358	1.08
Government Pension Fund Global	59,371,058	1.02
Total	2,569,096,459	44.11

Distribution of shareholding of ICICI Bank at March 31, 2017

Range - Shares	No. of Folios	%	No. of Shares	%
Up to 1,000	478,953	51.02	21,024,666	0.36
1,001 - 5,000	329,141	35.06	88,889,355	1.53
5,001 - 10,000	77,377	8.24	56,232,091	0.96
10,001 - 50,000	45,941	4.89	89,096,647	1.53
50,001 & above	7,414	0.79	5,569,233,376	95.62
Total	938,826	100.00	5,824,476,135	100.00

Disclosure with respect to shares lying in suspense account

The Bank had 100,950 equity shares held by 508 shareholders lying in suspense account at the beginning of the fiscal 2017. The Bank has been transferring the shares lying unclaimed to the eligible shareholders as and when the request for the same has been received after proper verification. During the year, the Bank had received requests from 16 shareholders holding 2,815 shares for claiming these shares out of which 1,775 shares held by 10 shareholders were transferred from the suspense account. As on March 31, 2017, 99,175 shares held by 498 shareholders remained unclaimed in the suspense account.

The voting rights on the shares lying in suspense account are frozen till the rightful owner of such shares claims the shares.

Outstanding GDRs/ADSs/Warrants or any Convertible Debentures, conversion date and likely impact on equity

ICICI Bank has 736.65 million ADS (equivalent to 1,473.30 million equity shares) outstanding, which constituted 25.30% of ICICI Bank''s total equity capital at March 31, 2017. Currently, there are no convertible debentures outstanding.

Commodity price risk or foreign exchange risk and hedging activities

The foreign exchange risk position including bullion is managed within the '' 10.00 billion net overnight open position (NOOP) limit approved by the Board of Directors. The Bank does not undertake positions in commodities. The Bank primarily has floating rate linked assets. Wholesale liability raising takes place in US dollar or other currencies via bond issuances, bilateral loans, syndicated/club loans as well as refinance from Export Credit Agencies (ECA) which may be at a fixed rate or floating rate linked. In case of fixed rate fund raising in US dollars, the interest rate risk is hedged via interest rate swaps wherein the Bank moves to a floating rate index in order to match the asset profile. In case of fund raising in non US dollar currencies, the foreign exchange risk is hedged via foreign exchange swaps or currency interest rate swaps.

Plant Locations - Not applicable Address for Correspondence

P. Sanker

Senior General Manager (Legal) & Company Secretary or

Ranganath Athreya

General Manager & Joint Company Secretary

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051

Tel No. : 91-22-2653 8900

Fax No. : 91-22-2653 1230

E-mail : [e-mail]

The Bank is in compliance with requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Bank has also complied with the discretionary requirements such as maintaining a separate office for the Chairman at the Bank''s expense, ensuring financial statements with unmodified audit opinion, separation of posts of Chairman and Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

ANALYSIS OF CUSTOMER COMPLAINTS

a) Customer complaints in fiscal 2017

No. of complaints pending at the beginning of the year	3,400
No. of complaints received during the year	217,473
No. of complaints redressed during the year	216,601
No. of complaints pending at the end of the year	4,272

Note: The above does not include complaint redressed within 1 working day.

b) Awards passed by the Banking Ombudsman in fiscal 2017

Number of unimplemented awards at the beginning of the year	Nil
Number of awards passed by the Banking Ombudsman during the year	Nil
Number of awards implemented during the year	Nil
Number of unimplemented awards at the end of the year	Nil

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this report, a certificate obtained from the statutory auditors, M/s B S R & Co. LLP, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION SCHEME

The Bank has an Employee Stock Option Scheme (ESOS/Scheme) which was instituted in fiscal 2000 to enable the employees and whole time Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The ESOS aims at achieving the twin objectives of (i) aligning employee interest to that of the shareholders; and

(ii) retention of talent. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the below disclosures are available at www.icicibank.com/aboutus/annual.page. Pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, options are granted by the Board Governance, Remuneration & Nomination Committee (BGRNC/Committee) and noted by the Board.

The Scheme was initially approved by the Members at their meeting held on February 21, 2000 and thereafter further amended through resolutions at the General Meetings held on September 20, 2004 and June 25, 2012 and vide a postal ballot resolution passed on April 22, 2016. The Bank has up to May 3, 2017 granted 446.46 million stock options from time to time aggregating to 7.66% of the issued equity capital of the Bank at May 3, 2017. As per the ESOS, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICICI Bank''s issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank''s issued equity shares on the date of the grant (equivalent to 582.56 million shares of face value '' 2 each at May 3, 2017).

Options granted after April 1, 2014 vest in a graded manner over a three year period, with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of the grant, other than the following:

- 250,000 options granted in April 2014, 50% vested on April 30, 2017 and balance 50% would vest on April 30, 2018

- Options granted in September 2015 would vest in equal proportions on April 30, 2018 and April 30, 2019. The unvested options would lapse upon termination of employment due to retirement (including pursuant to early/voluntary retirement scheme)

Options granted prior to April 1, 2014 vested in a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant, other than the following:

- Options granted in April 2009 vested in a graded manner over a five year period with 20%, 20%, 30% and 30% of the grant vesting in each year, commencing from the end of 24 months from the date of the grant

- The grant approved by the Board at its Meeting held on October 29, 2010 (for which RBI approval for grant to whole time Directors was received in January 2011), vested 50% on April 30, 2014 and the balance 50% vested on April 30, 2015

- Options granted in September 2011 vested in a graded manner over a five year period with 15%, 20%, 20% and 45% of the grant vesting in each year, commencing from end of 24 months from the date of grant

The price for options granted (except for grants approved on October 29, 2010 where the grant price was the average closing price of the ICICI Bank stock on the stock exchange during the six months up to October 28, 2010) is equal to the closing price on the stock exchange which recorded the highest trading volume preceding the date of grant of options in line with the SEBI regulations.

The BGRNC at its Meeting held on July 11, 2016 amended the scheme to state that in the event of an Participant''s employment terminating due to retirement, the Options shall vest by such period as stipulated in the Award Confirmation, subject to the Participant demonstrating compliance with the Code of Conduct including Undertaking of Continued Good Conduct with a proviso that at the sole discretion of the Committee, it may allow the whole of the options or part thereof to vest at one time or at various points of time.

Further the Committee at its meeting held on May 3, 2017 approved the amendment to the definition of Exercise Period as given below:

"Exercise Period means the period commencing from the date of vesting and will expire on completion of such period not exceeding ten years from the date of vesting of Options as may be determined by the Board Governance, Remuneration & Nomination Committee ("BGRNC") for each grant".

The above amendment was also approved by the Board at its Meeting held on the same day subject to the approval of the shareholders. The amendment is intended to cover only future grants to be made and would come into effect only after approval by Members and will not cover grants already made. There is no incremental Exercise Period being granted or proposed. The present definition provides for a fixed term Exercise Period of ten years and does not allow flexibility to align the Exercise Period of future grants to reflect the time horizon of short term and long term strategies of the Bank. The amendment would enable grants to be made with appropriate Exercise Period(s) for each grant after vesting to better align (i) employee efforts to the articulated strategy; and (ii) the compensation payout schedules for senior management to the time horizon of risks. Approval of the shareholders for the above amendment is being sought through postal ballot notice dated May 5, 2017.

The BGRNC at its Meeting held on May 3, 2017 also approved a grant of approximately 33 million options for fiscal 2017 to eligible employees and whole time Directors of ICICI Bank and its subsidiaries (options granted to whole time Directors of ICICI Bank being subject to RBI approval). Each option confers on the employee a right to apply for one equity share of face value of Rs, 2 of ICICI Bank at Rs, 275.60 which was closing price on the stock exchange which recorded the highest trading volume in ICICI Bank shares on May 2, 2017. The grant price is calculated as per the SEBI regulations.

Particulars of options granted by ICICI Bank up to May 3, 2017 are given below:

Options granted till May 3, 2017 (excluding options forfeited/lapsed)	446,459,925
Options forfeited/lapsed	71,626,600
Options vested	364,814,425
Options exercised	210,565,925
Total number of options in force	235,894,000
Number of shares allotted pursuant to exercise of options	210,565,925
Extinguishment or modification of options	Nil
Amount realized by exercise of options (?)	16,661,600,441

Note:

For details on option movement during the year refer Financials-Schedule 18-Employee Stock Option Scheme. 31,107,650 options vested during FY2017 and Rs, 1,772,579,808 was realized by exercise of options during FY2017.

The following Key Managerial Personnel (other than whole time Directors) and Senior Management Personnel (SMP) were granted ESOPs up to a maximum of 332,500 options, aggregating to 4,156,000 in May 2017. Additionally 850,000 joining ESOPs were granted to a SMP

Sr. No.	Name	Grade
1	Rakesh Jha	Group Executive (Chief Financial Officer)
2	B Madhivanan	Group Executive
3	Balachander Prasanna	Group Executive
4	Sanjay Chougule	Senior General Manager
5	Anita Pai	Senior General Manager
6	G Srinivas	Senior General Manager
7	T K Srirang	Senior General Manager
8	Kumar Ashish	Senior General Manager
9	Anuj Bhargava	Senior General Manager
10	Prathit Bhobe	Senior General Manager

Sr. No.	Name	Grade
11	Partha Dey	Senior General Manager
12	Sujit Ganguli	Senior General Manager
13	Ajay Gupta	Senior General Manager
14	Anirudh Kamani	Senior General Manager
15	Anil Kaul	Senior General Manager
16	Loknath Mishra	Senior General Manager
17	Narayanan N R	Senior General Manager
18	Amit Palta	Senior General Manager
19	Murali Ramakrishnan	Senior General Manager
20	Kusal Roy	Senior General Manager
21	Anup Kumar Saha	Senior General Manager
22	Avijit Saha	Senior General Manager
23	Sanker Parameswaran	Senior General Manager (Company Secretary)
24	Supritha Shirish Shetty	Senior General Manager
25	Saurabh Singh	Senior General Manager

No employee was granted options during any one year equal to or exceeding 0.05% of the issued equity shares of ICICI Bank at the time of the grant.

The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with AS-20 was Rs, 16.77 in fiscal 2017 compared to basic EPS of Rs, 16.84. Based on the intrinsic value of options, no compensation cost was recognized during fiscal 2017. However, if the Bank had used the fair value of options based on the binomial tree model, compensation cost in fiscal 2017 would have been higher by Rs, 5.11 billion including additional cost of Rs, 1.39 billion due to change in exercise period (approved by shareholders vide postal ballot on April 22, 2016) and preformed profit after tax would have been Rs, 92.90 billion. Additional cost of Rs, 1.39 billion at the date of modification reflects the difference between fair value of option calculated as per revised exercise period and fair value of option calculated as per original exercise period. On a preformed basis, the Bank''s basic and diluted earnings per share would have been Rs, 15.97 and Rs, 15.90 respectively.

The key assumptions used to estimate the fair value of options granted during fiscal 2017 are given below:

Risk-free interest rate	7.43% to 7.77%
Expected life	3.89 to 5.89 years
Expected volatility	32.03% to 33.31%
Expected dividend yield	2.04% to 2.15%

The weighted average fair value of options granted during fiscal 2017 is Rs, 84.39 (Rs, 100.50 during fiscal 2016).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises, further details are given under Principle 6 of Section E of the Business Responsibility Report. The Bank has used information technology extensively in its operations, for more details please refer the section on Information Technology under Business Overview.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ''Green Initiative'' since the last five years, the Bank has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis;

5. that they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative has made the organization’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

M. K. Sharma

May 15, 2017 Chairman

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty-first Annual Report of ICICI Bank Limited along with the audited financial statements for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2015 is summarised in the following table:

Rs.in billion, except percentages Fiscal 2014 Fiscal 2015 % change

Net interest income and other income 269.03 312.16 16.0%

Operating expenses 103.09 114.96 11.5%

Provisions & contingencies1 26.26 39.00 48.5%

Profit before tax 139.68 158.20 13.3%

Profit after tax 98.10 111.75 13.9%

1. Excludes provision for taxes.

Rs.in billion, except percentages Fiscal 2014 Fiscal 2015 % change

Consolidated profit after tax 110.41 122.47 10.9%

Appropriations

The profit after tax of the Bank for fiscal 2015 is Rs.111.75 billion after provisions and contingencies of Rs. 39.00 billion, provision for taxes of Rs. 46.45 billion and all expenses. The disposable profit is Rs. 244.93 billion, taking into account the balance of Rs. 133.18 billion brought forward from the previous year. Your Bank''s dividend policy is based on the profitability and key financial metrics of the Bank, the Bank''s capital position and requirements and the regulations pertaining to the same. Your Bank has a consistent dividend payment history. Given the financial performance for fiscal 2015 and in line with the Bank''s dividend policy, your Directors are pleased to recommend a dividend of Rs. 5.00 per equity share for the year ended March 31, 2015 and have appropriated the disposable profit as follows:

Rs. in billion Fiscal 2014 Fiscal 2015

To Statutory Reserve, making in all Rs. 163.21 billion 24.53 27.94

To Special Reserve created and maintained in terms of Section 36(1)(viii) of the Income-tax 9.00 11.00 Act, 1961, making in all Rs. 65.79 billion

To Capital Reserve, making in all Rs. 25.85 billion 0.76 2.92

To/(from) Investment Reserve Account, making in all Nil 1.27 (1.27)

To Revenue and other reserves, making in all Rs. 26.47 billion1-2 0.05 0.01

Dividend for the year (proposed)

- On equity shares @ Rs. 5.00 per share of face value Rs. 2.00 each (@ Rs. 23.00 per share of face 26.57 29.02 value Rs. 10.00 each for fiscal 2014)

- On preference shares @ Rs. 100.00 per preference share (@ Rs. 100.00 per preference share 35,000 35,000 for fiscal 2014) (Rs.)

- Corporate dividend tax 1.76 2.71

Leaving balance to be carried forward to the next year 133.18 172.61

1. Includes transfer of Rs. 7.7 million to Reserve Fund for fiscal 2015 (Rs. 46.1 million to Reserve Fund and Investment Fund account for fiscal 2014) in accordance with regulations applicable to the Sri Lanka branch.

2. During fiscal 2015, an amount of Rs. 9.29 billion was utilised with approval of RBI to provide for outstanding Funded Interest Term Loan related to accounts restructured prior to the issuance of RBI guidelines in 2008. Refer detailed note no. 25 in schedule 18 ''notes to accounts'' of the financial statements.

3. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs and Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to a banking company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

ICICI Bank Eurasia Limited Liability Company ceased to be a subsidiary of the Bank effective March 17, 2015.

The Bank, to protect its interests as a lender, converts loans or exercises pledge of shares from time to time and hence acquires equity holding in unrelated companies, which are required to be reported as associates under the Companies Act, 2013 if the holding exceeds 20.0%. Accordingly, pursuant to invocation of pledge for recovery of monies, Falcon Tyres Limited became an associate company of the Bank effective December 4, 2014 for the purpose of reporting under the Companies Act, 2013. The particulars of subsidiary and associate companies as on March 31, 2015 have been included in Form MGT-9 which is annexed to this report as Annexure D.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The performance and financial position of subsidiaries and associates of the Bank as on March 31,2015 has been annexed to this report as Annexure A.

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details are available on the Bank''s website (www.icicibank.com) and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank at its Registered Office and Corporate Office. As required by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the Bank''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities. A summary of key financials of the Bank''s subsidiaries is also included in this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Bank.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

Alok Tandon, Joint Secretary, Ministry of Finance, has been nominated by Government of India as Director on Board of the Bank effective June 6, 2014 in place of Arvind Kumar. The Board placed on record its appreciation of the valuable contribution and guidance provided by Arvind Kumar to the Bank.

V K. Sharma was appointed as an independent Director by the Members at the last Annual General Meeting (AGM) held on June 30, 2014.

There was no other appointment or cessation of appointment of key managerial personnel during the financial year. Independent Directors

The Board of the Bank consists of 12 Directors, out of which seven are independent Directors, one is a Government Nominee Director and four are wholetime Directors.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Bank and placed at the Board Meeting of the Bank held on April 27, 2015.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, N. S. Kannan, Executive Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. N. S. Kannan has offered himself for re-appointment.

Re-appointments/Approvals for Executive Directors

The Members of the Company at the AGM held on June 30, 2014 approved the re-appointment of Rajiv Sabharwal as Executive Director of the Bank for a period of five years effective June 24, 2015 upto June 23, 2020. RBI vide its letter dated March 31, 2015 has approved the re-appointment of Rajiv Sabharwal for a period of three years effective June 24, 2015 upto June 23, 2018.

AUDITORS

Statutory Auditors

At the AGM held on June 30, 2014 the Members approved the appointment of M/s B S R & Co. LLP, Chartered Accountants as statutory auditors for a period of four years commencing from the twentieth AGM till the conclusion of the twenty- fourth AGM subject to the annual approval of RBI and ratification by the Members every year. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s B S R & Co. LLP, Chartered Accountants as statutory auditors for fiscal 2016. Their appointment has been approved by RBI for fiscal 2016. The appointment is accordingly proposed in the Notice of the current AGM vide item no. 5 for ratification by Members.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Bank with the approval of its Board, appointed M/s. Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for the financial year ended March 31, 2015. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries during FY2015.

RELATED PARTY TRANSACTIONS

The Bank undertakes various transactions with related parties in the ordinary course of business. The Bank has a Board approved policy on Related Party Transactions, which has been disclosed on the website of the Bank and can be viewed at http://www.icicibank.com/managed-assets/docs/personal/general-links/ related-party-transactions-policy.pdf.

The Bank also has a Board approved Group Arms'' Length Policy which requires transactions with the group companies to be at arm''s length. The transactions between the Bank and its related parties, during the year ended March 31,2015, were in the ordinary course of business and based on the principles of arm''s length. The details of material related party transactions at an aggregate level for year ended March 31,2015 is annexed as Annexure C.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure D.

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Report as mandated by Securities and Exchange Board of India (SEBI) vide its circular dated August 13, 2012 has been hosted on the website of the Bank (http://www.icicibank.com/aboutus/annual.html). Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Bank.

RISK MANAGEMENT FRAMEWORK

The Bank''s risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks as follows:

The Risk Committee of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational, outsourcing and reputation risks and business continuity management. The Committee also reviews the Risk Appetite & Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a wide range of Bank-specific and market (systemic) scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and material non- banking subsidiaries. The Committee reviews migration to the advanced approaches under Basel II and implementation of Basel III, risk return profile of the Bank, compliance with RBI guidelines pertaining to credit, market and operational risk management systems and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, compliance, group, management and capital at risk as part of risk profile templates. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the threshold limits.

The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank''s credit authorisation framework, reviews developments in key industrial sectors and the Bank''s exposure to these sectors as well as to large borrower accounts and borrower groups. The Credit Committee also reviews the major credit portfolios, non-performing loans, accounts under watch, overdues and incremental sanctions.

The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of Reserve Bank of India, other regulators and statutory auditors.

The Asset Liability Management Committee is responsible for managing liquidity and interest rate risk and reviewing the asset-liability position of the Bank.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups, viz., the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank''s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into the Credit Risk Management Group, Market Risk Management Group and Operational Risk Management Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement the Bank''s risk management policies and methodologies. The internal audit and compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Please refer Principle 3 under Section E of the Business Responsibility Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises, further details are given under Principle 6 of Section E of the Business Responsibility Report. The Bank has used information technology extensively in its operations, for more details please refer the section on Information Technology under Business Overview.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ''Green Initiative'' since the last four years, the Bank has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 of the Listing Agreement permit the dissemination of financial statements in electronic mode to the shareholders. Your Directors are thankful to the shareholders for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis;

5. that they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, RBI, SEBI, IRDA and overseas regulators for their continued co- operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organisation''s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board K. V. Kamath

May 22, 2015 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Nineteenth Annual Report of ICICI Bank Limited along with the audited statement of accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2013 is summarised in the following table:

Rs. billion, except percentages Fiscal 2012 Fiscal 2013 % change

Net interest income and other income 182.36 222.12 21.8%

Operating expenses 78.50 90.13 14.8%

Provisions & contingencies1 15.83 18.02 13.8%

Profit before tax 88.03 113.97 29.5%

Profit after tax 64.65 83.25 28.8%

1. Excludes provision for taxes.

Rs. billion, except percentages Fiscal 2012 Fiscal 2013 % change

Consolidated profit after tax 76.43 96.04 25.7%

Appropriations

The profit after tax of the Bank for fiscal 2013 is Rs. 83.25 billion after provisions and contingencies of Rs. 18.02 billion, provision for taxes of Rs. 30.72 billion and all expenses. The disposable profit is Rs. 153.79 billion, taking into account the balance of Rs. 70.54 billion brought forward from the previous year. In accordance with the guidelines prescribed by Reserve Bank of India (RBI) and the dividend policy adopted by the Bank, your Directors have recommended a dividend at the rate of Rs. 20.00 per equity share of face value Rs. 10 for the year and have appropriated the disposable profit as follows:

Rs. billion Fiscal 2012 Fiscal 2013

To Statutory Reserve, making in all Rs. 110.74 billion 16.17 20.82

To Special Reserve created and maintained in terms of Section 36(1)(viii) 6.50 7.60 of the Income-tax Act, 1961, making in all Rs. 45.79 billion

To Capital Reserve, making in all Rs. 22.17 billion 0.38 0.33

To Revenue and other reserves, making in all Rs. 49.90 billion1 0.02 0.03 Dividend for the year (proposed)

- On equity shares @ Rs. 20.00 per share (@ Rs. 16.50 per share for 19.02 23.07 fiscal 2012)2

- On preference shares (Rs.) 35,000 35,000

- Corporate dividend tax 2.20 2.92

Leaving balance to be carried forward to the next year 70.54 99.02

1. Includes transfer to Reserve Fund and Investment Fund account Rs. 27.8 million for fiscal 2013 (Rs. 10.7 million for fiscal 2012) in accordance with regulations applicable to Sri Lanka branch. No amount was transferred to General Reserve in fiscal 2013 (Rs. 3.2 million for fiscal 2012).

2. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

SUBSIDIARY COMPANIES

At March 31, 2013, ICICI Bank had 17 subsidiaries as listed in the following table:

Domestic Subsidiaries International Subsidiaries

ICICI Prudential Life Insurance ICICI Bank UK PLC Company Limited

ICICI Lombard General Insurance ICICI Bank Canada Company Limited

ICICI Prudential Asset ICICI Bank Eurasia Management Limited Liability Company Company Limited

ICICI Prudential Trust Limited ICICI Securities Holdings Inc.2

ICICI Securities Limited ICICI Securities Inc.3

ICICI Securities Primary ICICI International Limited Dealership Limited

ICICI Venture Funds Management Company Limited

ICICI Home Finance Company Limited

ICICI Investment Management Company Limited

ICICI Trusteeship Services Limited

ICICI Prudential Pension Funds Management Company Limited1

1. Subsidiary of ICICI Prudential Life Insurance Company Limited.

2. Subsidiary of ICICI Securities Limited.

3. Subsidiary of ICICI Securities Holdings Inc.

The Ministry of Corporate Affairs (MCA) vide its Circular No.51/12/2007- CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfilment of certain conditions prescribed. Pursuant to the requirements of the above Circular, the Board of Directors of the Bank at its Meeting held on April 26, 2013 passed the necessary resolution granting the requisite approvals for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Bank. The Bank will make available these documents/details upon request by any Member of the Bank. These documents/details will be available on the Bank''s website (www.icicibank.com) and will also be available for inspection by any Member of the Bank at its Registered Office and Corporate Office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS- 21) issued by the Institute of Chartered Accountants of India, the Bank''s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities. A summary of key financials of the Bank''s subsidiaries is also included in this Annual Report.

During fiscal 2013, ICICI Bank formed a joint venture with Bank of Baroda, Citicorp Finance and Life Insurance Corporation of India, to incorporate India Infradebt Limited, India''s first infrastructure debt fund structured as a non-banking finance company.

DIRECTORS

Pursuant to the provisions of the Banking Regulation Act, 1949, Sridar Iyengar retired from the Board effective April 30, 2013 on completion of eight years as a non-executive Director. The Board placed on record its deep appreciation and gratitude for his guidance and contribution to the Bank.

The Board, at its Meeting held on April 26, 2013, appointed Dileep Choksi, a chartered accountant and former Joint Managing Partner of Deloitte in India as an additional Director effective April 26, 2013. Dileep Choksi holds office upto the date of the forthcoming Annual General Meeting (AGM) and is eligible for appointment.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Bank, K. V Kamath, Tushaar Shah and Rajiv Sabharwal would retire by rotation at the forthcoming AGM and are eligible for re-appointment. K. V Kamath, Tushaar Shah and Rajiv Sabharwal have offered themselves for re-appointment.

The Members of the Company previously by way of postal ballot in February 2009, approved the appointment of K. V Kamath as non- executive Chairman of the Bank effective May 1, 2009 upto April 30, 2014 and the re-appointment of Chanda Kochhar as Joint Managing Director & CFO effective April 1, 2009 upto April 30, 2009 and her appointment as Managing Director & CEO effective May 1, 2009 upto March 31, 2014.

The Members at the Annual General Meeting (AGM) held on June 29, 2009 approved the appointment of N. S. Kannan as Executive Director (designated as Executive Director & CFO) for a period of five years effective May 1, 2009 upto April 30, 2014 and K. Ramkumar as Executive Director for a period of five years effective February 1, 2009 upto January 31, 2014.

The requisite approvals have been received from RBI for all the aforesaid appointments.

The Board at its Meeting held on April 26, 2013 (based on the recommendations of the Board Governance, Remuneration & Nomination Committee) approved the re-appointment of the following Directors of the Bank subject to the approval of Members and RBI for a further period of five years as given below:

I. K. V Kamath as non-executive Chairman of the Bank for a period of five years effective May 1, 2014 upto April 30, 2019,

II. Chanda Kochhar as Managing Director & CEO of the Bank for a period of five years effective April 1, 2014 upto March 31, 2019,

III. N. S. Kannan as Executive Director (designated as Executive Director & CFO) of the Bank for a period of five years effective May 1, 2014 upto April 30, 2019 and

IV K. Ramkumar as Executive Director of the Bank for a period of five years effective February 1, 2014 upto January 31, 2019.

The resolution for the re-appointments are proposed to the Members in the Notice of the current AGM vide item nos. 10-13 and the explanatory statements for these items include the duration and terms of re- appointment as well as remuneration. You are requested to consider the re-appointment of the above Directors.

The Members approved the appointment of Rajiv Sabharwal as Executive Director for a period of five years effective June 24, 2010 upto June 23, 2015 at the AGM held on June 28, 2010. RBI has approved the appointment of Rajiv Sabharwal as an Executive Director for a period of three years effective June 24, 2010 upto June 23, 2013. An application has been made to RBI seeking approval for re-appointment of Rajiv Sabharwal as an Executive Director for a further period of two years effective June 24, 2013 upto June 23, 2015.

AUDITORS

The Members are informed that while the registration number of the statutory auditors continues to remain the same, the name of the statutory auditors which was formerly S. R. Batliboi & Co., Chartered Accountants has been changed to S. R. Batliboi & Co. LLP Chartered Accountants with effect from April 1, 2013 consequent to their conversion into a limited liability partnership.

The auditors, S. R. Batliboi & Co. LLP Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the appointment of S. R. Batliboi & Co. LLP Chartered Accountants as statutory auditors for fiscal 2014. Their appointment is subject to the approval of RBI. The appointment of the auditors is proposed to the Members in the Notice of the current AGM vide item no.7. The explanatory statement to the notice sets out the facts with respect to the change in name. You are requested to consider their appointment.

PERSONNEL

The statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the rules hereunder is given in an Annexure and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Bank.

BUSINESS RESPONSIBILITY REPORTING

Securities and Exchange Board of India (SEBI) through a circular dated August 13, 2012 has mandated the inclusion of Business Responsibility (BR) Report as part of the Annual Report for the top 100 listed entities based on their market capitalisation on Bombay Stock Exchange and National Stock Exchange at March 31, 2012. The SEBI circular is effective from financial year ending on or after December 31, 2012. In line with the press release and FAQ''s dated May 10, 2013 issued by SEBI, the BR Report has been hosted on the website of the Bank http://www.icicibank.com/aboutus/annual.html. Any shareholder interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Bank.

RISK MANAGEMENT FRAMEWORK

The Bank''s risk management strategy is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational, outsourcing and reputation risks, business continuity plan and disaster recovery plan. The Committee also reviews the risk management framework with respect to Enterprise Risk Management and risk appetite, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a wide range of Bank-specific and market (systemic) scenarios. Linkage of macroeconomic factors to stress test scenarios is also documented as a part of the ICAAP The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and material non-banking subsidiaries. The Committee reviews migration to the advanced approaches under Basel II and implementation of Basel III, risk return profile of the Bank, outsourcing activities, compliance with RBI guidelines pertaining to credit, market and operational risk management systems and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operational, compliance, group, management and capital at risk as part of risk profile templates. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan (LCP) for the Bank and the threshold limits.

- Apart from sanctioning credit proposals, the Credit Committee of the Board reviews developments in key industrial sectors and the Bank''s exposure to these sectors as well as to large borrower accounts and borrower groups. The Credit Committee also reviews the major credit portfolios, non-performing loans, accounts under watch, overdues and incremental sanctions.

- The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of Reserve Bank of India, other regulators and statutory auditors.

- The Asset Liability Management Committee is responsible for managing liquidity and interest rate risk and reviewing the asset-liability position of the Bank.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank''s principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into the Credit Risk Management Group, Market Risk Management Group and Operational Risk Management Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement ICICI Bank''s risk management policies and methodologies. The internal audit and compliance groups are responsible to the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956.

The provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to the Bank. The Bank has, however, used information technology extensively in its operations.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

The Bank has implemented the ''Green Initiative'' as per Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic delivery of notices/documents and annual reports to shareholders and effected electronic delivery of Notice of Annual General Meeting (AGM) and Annual Reports for the years ended March 31, 2011 and March 31, 2012 to those shareholders whose email addresses were registered with the respective Depository Participants (DPs) and downloaded from the depositories, namely, National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL). Securities and Exchange Board of India (SEBI) have also in line with the MCA circulars and as provided in Clause 32 of the Listing Agreement executed with the stock exchanges, permitted listed entities to supply soft copies of full annual reports to all those shareholders who have registered their email addresses for the purpose. Your Directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the green initiative.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 1956 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, RBI, SEBI, IRDA and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organisation''s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

K. V Kamath

May 13, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of ICICI Bank Limited along with the audited statement of accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2012 is summarised in the following table:

Rs billion, except percentages Fiscal 2011 Fiscal 2012 % Change

Net interest income and other income 156.65 182.36 16.4%

Provisions & contingencies1 22.87 15.83 (30.8)%

Profit before tax 67.61 88.03 30.2%

Profit after tax 51.51 64.65 25.5%

1. Excludes provision for taxes.

Rs billion, except percentage Fiscal 2011 Fiscal 2012 % Change

Consolidated profit after tax 60.93 76.43 25.4%

Appropriations

The profit after tax of the Bank for fiscal 2012 is Rs 64.65 billion after provisions and contingencies of Rs 15.83 billion, provision for taxes of Rs 23.38 billion and all expenses. The disposable profit is Rs 114.83 billion, taking into account the balance of Rs 50.18 billion brought forward from the previous year. Your Directors have recommended a dividend at the rate of Rs 16.50 per equity share of face value Rs 10 for the year and have appropriated the disposable profit as follows:

Rs billion Fiscal 2011 Fiscal 2012

To Statutory Reserve, making in all Rs 89.92 billion1 12.88 16.17

To Special Reserve, created and maintained in terms of Section 36(1) 5.25 6.50 (viii) of the Income Tax Act, 1961, making in all Rs 38.19 billion

To Capital Reserve, making in all Rs 21.84 billion 0.83 0.38

To/(from) Investment Reserve (1.16) -

To General Reserve, making in all Rs 49.87 billion2 - 0.02

Dividend for the year (proposed)

- On equity shares @ Rs 16.50 per share (@ Rs 14 per share for fiscal 16.15 19.02 2011)3

- On preference shares (Rs) 35,000 35,000

- Corporate dividend tax 2.02 2.20

Leaving balance to be carried forward to the next year 50.18 70.54

1. Includes Rs 2.00 billion at March 31, 2011 on account of amalgamation of erstwhile The Bank of Rajasthan Limited with ICICI Bank Limited.

2. Includes transfer to Reserve Fund and Investment Fund account Rs 10.7 million for fiscal 2012 (Rs 0.4 million for fiscal 2011) in accordance with regulations applicable to Sri Lanka branch and transfer to General Reserve Rs 3.2 million for fiscal 2012 (Rs 2.6 million for fiscal 2011).

3. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

SUBSIDIARY COMPANIES

At March 31, 2012, ICICI Bank had 17 subsidiaries as listed in the following table:

Domestic Subsidiaries Intermational Subsidiaries

ICICI Prudential Life Insurance ICICI Bank UK PLC Company Limited

ICICI Lombard General Insurance ICICI Bank Canada Company Limited

ICICI Prudential Asset ICICI Bank Eurasia Limited Management Company Limited Liability Company

ICICI Prudential Trust Limited ICICI Securities Holdings Inc.2

ICICI Securities Limited ICICI Securities Inc.3

ICICI Securities Primary ICICI International Limited Dealership Limited

ICICI Venture Funds Management Company Limited

ICICI Home Finance Company Limited

ICICI Investment Management Company Limited

ICICI Trusteeship Services Limited

ICICI Prudential Pension Funds Management Company Limited1

1. Subsidiary of ICICI Prudential Life Insurance Company Limited.

2. Subsidiary of ICICI Securities Limited.

3. Subsidiary of ICICI Securities Holdings Inc.

The Ministry of Corporate Affairs (MCA) vide its Circular No.51/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfilment of certain conditions prescribed. The Board of Directors of the Bank at its Meeting held on April 27, 2012 noted the provisions of the circular of MCA and passed the necessary resolution granting the requisite approvals for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Bank. The Bank will make available these documents/details upon request by any Member of the Bank. These documents/details will be available on the Bank's website (www.icicibank.com) and will also be available for inspection by any Member of the Bank at its Registered Office and Corporate Office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank's consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities. A summary of key financials of the Bank's subsidiaries is also included in this Annual Report.

DIRECTORS

RBI, vide its letter dated January 3, 2012, approved the re- appointment of K. Ramkumar as an Executive Director of the Bank for a further period of two years, i.e. from February 1, 2012 till January 31, 2014. The Members approved his appointment at the Fifteenth Annual General Meeting (AGM) held on June 29, 2009 for a period of five years from February 1, 2009 up to January 31, 2014.

RBI, vide its letter dated April 19, 2012, approved the re- appointment of K. V. Kamath, Chanda Kochhar and N. S. Kannan as Chairman, Managing Director & CEO and Executive Director & CFO of the Bank respectively for a further period of two years i.e. from May 1, 2012 till April 30, 2014. The Members approved the appointment of K. V Kamath as Chairman and Chanda Kochhar as Managing Director & CEO through postal ballot on February 13, 2009 for a period of five years from May 1, 2009 up to April 30, 2014. The appointment of N. S. Kannan as Executive Director & CFO was approved by the Members at the Annual General Meeting held on June 29, 2009 for a period of five years from May 1, 2009 up to April 30, 2014.

With effect from May 1, 2012, K. V Kamath, Chairman is classified as a non-executive independent Director. In terms of the definition of independent director as defined in Clause 49 of the Listing Agreement executed with the stock exchanges, a director who has been an executive of the Company in the immediately preceding three financial years would not be classified as an independent director. Pursuant to the said clause, K. V Kamath who was appointed as a Chairman with effect from May 1, 2009 was classified as a non-executive, non-independent Director as he had been an executive of the Bank upto April 30, 2009 in his capacity as Managing Director & CEO of the Bank.

V. Prem Watsa retired by rotation on June 27, 2011 at the last AGM and did not seek re-appointment. The Board placed on record its appreciation of the valuable guidance provided by Prem Watsa to the Bank.

The Board, at its Meeting held on January 31, 2012, appointed Swati Piramal, Director-Strategic Alliances and Communications in Piramal Healthcare Limited as an additional Director effective January 31, 2012. Swati Piramal holds office up to the date of the forthcoming AGM and is eligible for appointment.

The Government of India has nominated Arvind Kumar, Joint Secretary, Department of Financial Services, Ministry of Finance, Government of India, as a Director on the Board of the Bank effective July 22, 2011, in place of Anup K. Pujari. The Board placed on record its appreciation of the valuable guidance provided by Anup K. Pujari to the Bank. In terms of Article 128A of the Articles of Association of the Bank, Arvind Kumar is not liable to retire by rotation.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Bank, Homi Khusrokhan, V Sridar and N. S. Kannan would retire by rotation at the forthcoming AGM and are eligible for re-appointment. Homi Khusrokhan, V Sridar and N. S. Kannan have offered themselves for re-appointment.

AUDITORS

The auditors, S. R. Batliboi & Co., Chartered Accountants, will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the appointment of S. R. Batliboi & Co., Chartered Accountants as statutory auditors for fiscal 2013. Their appointment has been approved by RBI vide its letter dated April 9, 2012. You are requested to consider their appointment.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report.

APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARDS OF ASSISTED COMPANIES

Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee directors on the boards of certain borrower companies based on loan covenants, with a view to enable monitoring of the operations of those companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank continues to nominate directors on the boards of assisted companies. Apart from the Bank's employees, experienced professionals from various fields are appointed as nominee directors. At March 31, 2012, ICICI Bank had 15 nominee directors of whom 13 were employees of the Bank, on the boards of 25 assisted companies. The Bank has a Nominee Director Cell for maintaining records of nominee directorships.

RISK MANAGEMENT FRAMEWORK

The Bank's risk management strategy is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank in relation to various risks. The Risk Committee reviews various risk policies pertaining to credit, market, liquidity, operational and outsourcing risks, review of the Bank's stress testing framework and group risk management framework. The Committee reviews the risk profile of the Bank through periodic review of the key risk indicators and risk profile templates and annual review of the Internal Capital Adequacy Assessment Process (ICAAP). The Committee also reviews the risk profile of its overseas banking subsidiaries annually. The Risk Committee reviews the Bank's compliance with risk management guidelines stipulated by the Reserve Bank of India and of the status of implementation of the advanced approaches under the Basel framework. The Risk Committee also reviews the stress-testing framework as part of the ICAAP The stress-testing framework included a wide range of Bank-specific and market (systemic) scenarios. Linkage of macroeconomic factors to stress test scenarios was documented as a part of ICAAP The ICAAP exercise covers the domestic and overseas operations of the Bank, the banking subsidiaries and the material non- banking subsidiaries. The Risk Committee also reviews the Liquidity Contingency Plan (LCP) for the Bank and the threshold limits. During the year the Bank has also finalised the approach towards Enterprise Risk Management framework.

- Apart from sanctioning credit proposals, the Credit Committee of the Board reviews developments in key industrial sectors and the Bank's exposure to these sectors as well as to large borrower accounts. The Credit Committee also reviews the non-performing loans, accounts under watch, overdues and incremental sanctions.

- The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of Reserve Bank of India and statutory auditors.

- The Asset Liability Management Committee is responsible for managing liquidity and interest rate risk and reviewing asset-liability position of the Bank.

A summary of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank's principal risks in accordance with well-defined policies and procedures. Risk Management Group is further organised into the Credit Risk Management Group, Market Risk Management Group and Operational Risk Management Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement ICICI Bank's risk management policies and methodologies. The internal audit and compliance groups are responsible to the Audit Committee of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit or loss of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 1956 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, RBI, SEBI, IRDA and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organisation's growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

K. V Kamath

May 14, 2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual Report of ICICI Bank Limited with the audited statement of accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2011 is summarised in the following table:

Rs. billion, except percentages Fiscal 2010 Fiscal 2011 % change

Net interest income and other income 155.92 156.65 0.5%

Provisions & contingencies1 43.87 22.87 (47.9)%

Profit before tax 53.45 67.61 26.5%

Profit after tax of the Bank 40.25 51.51 28.0%

1. Excludes provision for taxes.

Rs. billion, except percentages Fiscal 2010 Fiscal 2011 % change

Consolidated profit after tax 46.70 60.93 30.5%

Appropriations

The profit after tax of the Bank for fiscal 2011 is Rs. 51.51 billion after provisions and contingencies (excluding provision for taxes) of Rs. 22.87 billion and all expenses. The disposable profit is Rs. 86.15 billion, taking into account the balance of Rs. 34.64 billion brought forward from the previous year. Your Directors have recommended a dividend at the rate of Rs. 14 per equity share of face value Rs. 10 for the year and have appropriated the disposable profit as follows:

Rs. billion Fiscal 2010 Fiscal 2011

To Statutory Reserve, making in all Rs. 73.75 billion1 10.07 12.88

To Special Reserve created and maintained in terms of Section 36(1) (viii) of 3.00 5.25 the Income-tax Act, 1961, making in all Rs. 31.69 billion

To Capital Reserve, making in all Rs. 21.46 billion 4.44 0.83

To/(from) Investment Reserve, making in all Nil 1.16 (1.16)

To General Reserve, making in all Rs. 49.80 billion 0.01 --

Dividend for the year (proposed)

- On equity shares @ Rs. 14 per share (@ Rs. 12 per share for fiscal 2010)2 13.38 16.15

- On preference shares (Rs.) 35,000 35,000

- Corporate dividend tax 1.64 2.02 Leaving balance to be carried forward to the next year3 34.64 50.18

1. Includes Rs. 2.00 billion on amalgamation of The Bank of Rajasthan Limited with ICICI Bank Limited.

2. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

3. After taking into account transfer to Reserve Fund Rs. 0.4 million for fiscal 2011, making in all Rs. 11.3 million.

Internet Banking

Our comprehensive Internet Banking service is designed to give our customers a convenient banking experience from the comfort of their homes or offices.

Our Internet Banking offering has evolved over time not only to enable basic online transactions but also to provide cutting edge features.

Innovative features, such as applying for a new account, opening a fixed deposit and the Money Manager, help our customers to manage almost all their financial needs online. Further, our Internet Banking service goes beyond fulfilling the routine banking needs of customers by enabling them to buy mutual funds, insurance, forex and gold online.

MERGER OF THE BANK OF RAJASTHAN LIMITED WITH ICICI BANK

The Bank of Rajasthan Limited (Bank of Rajasthan), a banking company incorporated within the meaning of Companies Act, 1956 and licensed by Reserve Bank of India (RBI) under the Banking Regulation Act, 1949 was amalgamated with ICICI Bank Limited (ICICI Bank/the Bank) with effect from close of business on August 12, 2010 in terms of the Scheme of Amalgamation (the Scheme) approved by RBI vide its order DBOD No. PSBD 2599/16.01.056/2010-11 dated August 12, 2010 under sub section (4) of section 44A of the Banking Regulation Act, 1949. The consideration for the amalgamation was 25 equity shares of ICICI Bank of the face value of T 10 each fully paid-up for every 118 equity shares of Rs. 10 each of Bank of Rajasthan. Accordingly, ICICI Bank allotted 31,323,951 equity shares to the shareholders of Bank of Rajasthan on August 26, 2010 and 2,860,170 equity shares, which were earlier kept in abeyance pending civil appeal, on November 25, 2010.

SUBSIDIARY COMPANIES

At March 31, 2011, ICICI Bank had 17 subsidiaries as listed in the following table:

Domestic Subsidiaries International Subsidiaries

ICICI Prudential Life Insurance ICICI Bank UK PLC Company Limited

ICICI Lombard General Insurance ICICI Bank Canada Company Limited

ICICI Prudential Asset Management ICICI Bank Eurasia Company Limited Limited Liability Company

ICICI Prudential Trust Limited ICICI Securities Holdings Inc.2

ICICI Securities Limited ICICI Securities Inc.3

ICICI Securities Primary Dealership Limited ICICI International Limited

ICICI Venture Funds Management Company Limited

ICICI Home Finance Company Limited

ICICI Investment Management Company Limited

ICICI Trusteeship Services Limited

ICICI Prudential Pension Funds Management Company Limited1

1. Subsidiary of ICICI Prudential Life Insurance Company Limited.

2. Subsidiary of ICICI Securities Limited.

3. Subsidiary of ICICI Securities Holdings Inc.

The Ministry of Corporate Affairs (MCA) vide its Circular No.51/12/2007-CL-lll dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditons prescribed. The Board of Directors of the Bank at its Meeting held on April 28, 2011 noted the provisions of the circular of MCA and passed the necessary resolution granting the requisite approvals for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Bank for fiscal 2011. The

Bank will make available these documents/details upon request by any Member of the Bank. These documents/details will be available on the Banks website (www.icicibank.com) and will also be available for inspection by any Member of the Bank at its Registered Office and Corporate Office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS-21) issued by the Institute of Chartered Accountants of India, the Banks consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities. A summary of key financials of the Banks subsidiaries is also included in this Annual Report.

DIRECTORS

The RBI vide its letter dated June 24, 2010 approved the appointment of Rajiv Sabharwal as an Executive Director of the Bank. The Members approved his appointment at the Sixteenth Annual General Meeting (AGM) held on June 28, 2010.

Narendra Murkumbi retired by rotation on June 28, 2010 at the last AGM and did not seek re-appointment. The valuable guidance and contribution made by Narendra Murkumbi was recognised by the Board.

Pursuant to the provisions of the Banking Regulation Act, 1949, M. K. Sharma retired from the Board effective January 31, 2011 on completion of eight years as a non-executive Director of the Bank. The Board placed on record its deep appreciation and gratitude for his guidance and contribution to the Bank.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Bank, V Prem Watsa, M. S. Ramachandranand K. Ramkumar would retire by rotation at the forthcoming AGM and are eligible for re-appointment. M. S. Ramachandran and K. Ramkumar have offered themselves for re-appointment. V. Prem Watsa has expressed his desire not to seek re-appointment as a Director as his maximum permissible tenure of eight years as a non-executive Director of the Bank would end on January 28, 2012. A Resolution is proposed to the Members in the Notice of the current AGM to this effect and also not to fill up the vacancy caused by the retirement of V Prem Watsa at this meeting or any adjourned meeting thereof.

AUDITORS

The auditors, S.R. Batliboi & Co., Chartered Accountants, will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the appointment of S.R. Batliboi & Co., Chartered Accountants as statutory auditors for fiscal 2012. Their appointment is subject to approval of RBI. You are requested to consider their appointment.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARDS OF ASSISTED COMPANIES

Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee directors on the boards of certain borrower companies based on loan covenants, with a view to enable monitoring of the operations of those companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank continues to nominate directors on the boards of assisted companies. Apart from the Banks employees, experienced professionals from various fields are appointed as nominee directors. At March 31, 2011, ICICI Bank had 19 nominee directors of whom 16 were employees of the Bank, on

Mobile Banking

Our innovations in Mobile Banking have transformed the mobile phone into a personal banking assistant for our customers. Be it simple SMS alerts, service requests using Instant Messaging or the iMobile application, our wide range of Mobile Banking services takes care of our customers varied needs.

Today, customers can use their mobile phones not only to check account balances and transfer funds but also to apply for a loan. Our innovative Mobile Banking service takes convenience to a different level by enabling customers to buy flight and movie tickets and also shop for apparels, books and flowers.

ATM

The ICICI Bank ATM is much more than just a money-dispensing machine. Our state-of-the-art technology has led to redefining convenience for the customer. With newly introduced innovative features, our ATM is now equipped to take care of banking needs that go beyond basic cash withdrawal. Today our ATMs offer services such as opening fixed deposits, payment of credit card & utility bills, payment of insurance premium, mobile re-charges and Ultra Fast Cash which facilitates withdrawal of Rs. 5,000 in a single click.

We have used technology to transform our vast network of ATMs to provide greater convenience & efficiency to our customers, thereby almost making them a network of mini branches. the boards of 34 assisted companies. The Bank has a Nominee Director Cell for maintaining records of nominee directorships.

RISK MANAGEMENT FRAMEWORK

The Banks risk management strategy is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

- The Risk Committee of the Board reviews risk management policies of the Bank in relation to various risks. The Risk Committee reviews various risk policies pertaining to credit, market, liquidity, operational and outsourcing risks, review of the Banks stress testing framework and group risk management framework. The Committee reviews the risk profile of the Bank through periodic review of the key risk indicators and risk profile templates and annual review of the Internal Capital Adequacy Assessment Process. The Committee also reviews the risk profile of its overseas banking subsidiaries annually. The Risk Committee reviews the Banks compliance with risk management guidelines stipulated by the Reserve Bank of India and of the status of implementation of the advanced approaches under the Basel framework. The Risk Committee also reviews the stress-testing framework as part of the Internal Capital Adequacy Assessment Process (ICAAP). The stress testing frame work included a wide range of Bank-specific and market (systemic) scenarios. Linkage of macroeconomic factors to stress test scenarios was documented as a part of ICAAP The ICAAP exercise covers the domestic and overseas operations of the Bank, the banking subsidiaries and the material non- banking subsidiaries. The Risk Committee also reviews the Liquidity Contingency Plan (LCP) for the Bank and the threshold limits.

- Apart from sanctioning credit proposals, the Credit Committee of the Board reviews developments in key industrial sectors and the Banks exposure to these sectors as well as to large borrower accounts. The Credit Committee also reviews the non-performing loans, accounts under watch, overdues and incremental sanctions.

- The Audit Committee of the Board provides direction to and also monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of RBI and statutory auditors.

- The Asset Liability Management Committee is responsible for managing liquidity and interest rate risk and reviewing the asset-liability position of the Bank.

A summary of reviews conducted by these committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups namely the Risk Management Group (RMG), Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention and Reputation Risk Management Group (FCPRRMG), with a mandate to identify, assess and monitor all of the Banks principal risks in accordance with well-defined policies and procedures. RMG is further organised into Credit Risk Management Group, Market Risk Management Group and Operational Risk

Management Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement ICICI Banks risk management policies and methodologies. The internal audit and compliance groups are responsible to the Audit Committee of the Board.

CORPORATE GOVERNANCE

The corporate governance framework in ICICI Bank is based on an effective independent Board, the separation of the Boards supervisory role from the executive management and the constitution of Board Committees, generally comprising a majority of independent/non-executive Directors and chaired by independent/non-executive Directors, to oversee critical areas.

EMPLOYEE STOCK OPTION SCHEME

In fiscal 2000, ICICI Bank instituted an Employee Stock Option Scheme (ESOS) to enable the employees and Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. As per the ESOS, as amended from time to time, the maximum number of options granted to any employee/Director in a year is limited to 0.05% of ICICI Banks issued equity shares at the time of the grant, and the aggregate of all such options is limited to 5% of ICICI Banks issued equity shares on the date of the grant (equivalent to 57.59 million shares at April 28, 2011).

Options granted for fiscal 2003 and earlier years vest in a graded manner over a three-year period, with 20%, 30% and 50% of the grants vesting in each year, commencing not earlier than 12 months from the date of grant. Options granted lot fiscal 2004 to 2008 vest >n a graded manner over.a four year period, with 20%, 20%, 30% and 30% of the grants vesting in each year, commencing not earlier than 12 months from the date of grant. Options granted in April 2009 vest in a graded manner over a five year period with 20%, 20%, 30% and 30% of grant vesting each year commencing from the end of 24 months from the date of grant.

Options granted in April 2010 vest in a graded manner over a four year period with 20%, 20%, 30% and 30% of the grant vesting each year commencing from the end of 12 months from the date of grant.

On the basis of the recommendation of the Board Governance, Remuneration and Nomination Committee (BGRNC), the Board at its Meeting held on October 29, 2010 approved a grant of approximately 3.1 million options as a special measure to eligible employees and wholetime Directors of ICICI Bank and certain of its subsidiaries. Each option confers on the beneficiary a right to apply for one equity share of face value of Rs. 10 of ICICI Bank at Rs. 967.00 which was the average closing price of the ICICI Bank stock on the stock exchange during the six months up to October 28, 2010. 50% of the options granted would vest on April 30, 2014 and the balance 50% on April 30, 2015. The Bank has received approval of RBI for the above grant of options to wholetime Directors of the Bank.

The Board further at its meeting held on April 28, 2011 approved a grant of approximately 4.25 million options for fiscal 2011 to eligible employees and wholetime Directors (options granted to wholetime Directors being subject to RBI approval). Each option confers on the employee a right to apply for one equity share of face value of Rs. 10 of ICICI Bank atRs. 1,106.85 which was closing puce on the stock exchange which recorded the highest trading volume in ICICI Bank shares on April 27, 2011. These options would vest over a four year period, with 20%, 20%, 30% and 30% respectively of the grant of vesting each year commencing from the end of 12 months from the date of grant.

Options can be exercised within 10 years from the date of grant or five years from the date of vesting, whichever is later. The price of the options granted prior to June 30, 2003 is the closing market price on the stock exchange, which recorded the highest trading volume on the date of grant. The price for options granted on or after June 30, 2003 till July 21, 2004 is equal to the average of the high and low market price of the equity shares in the two week period preceding the date of grant of the options, on the stock exchange which recorded the highest trading volume during the two week period. The price for options granted on or after July 22, 2004 (other than the grants made on October 29, 2010) is equal to the closing price on the stock exchange which recorded the highest trading volume preceding the date of grant of options. The above disclosure is in line with the SEBI guidelines, as amended from time to time.

No employee was granted options during any one year equal to or exceeding 0.05% of the issued equity shares of ICICI Bank at the time of the grant.

The diluted earnings per snare :US) pursuant to Issue of shares on exercise of options calculated in accordance with AS-20 was Rs. 45.06 in fiscal 2011 against basic EPS of Rs. 45.27. The Bank recognised a compensation cost of Rs. 2.9 million in fiscal 2011 based on the intrinsic value of options. However if ICICI Bank had used the fair value of options based on binomial tree model, compensation cost in the year ended March 31, 2011 would have been higher by Rs. 905.8 million and proforma profit after tax would have been Rs. 50.60 billion. On a proforma basis, ICICI Banks basic and diluted earnings per share would have been Rs. 44.47 and Rs. 44.27 respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

The provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to the Bank. The Bank has, however, used information technology extensively in its operations.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

The Bank has implemented the Green Initiative as per Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit or loss of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 1956 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, RBI, SEBI and overseas regulators for their continued co- operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organisations growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

K. V. Kamath

May 13, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of ICICI Bank Limited with the audited statement of accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2010 is summarised in the following table:

Rs. billion, except percentages Fiscal 2009 Fiscal 2010 % change

Net interest income and other income 159.70 155.92 (2.4)

Operating profit 89.25 97.32 9.0

Provisions & contingencies1 38.08 43.87 15.2

Profit before tax 51.17 53.45 4.5

Profit after tax 37.58 40.25 7.1

Consolidated profit after tax 35.77 46.70 30.6 Excludes provision for taxes.

Appropriations

The profit & loss account shows a profit after tax of Rs. 40.25 billion after provisions and contingencies of Rs. 43.87 billion and all expenses. The disposable profit is Rs. 68.35 billion, taking into account the balance of Rs. 28.10 billion brought forward from the previous year. Your Directors have recommended a dividend at the rate of Rs. 12 per equity share of face value Rs. 10 for the year and have appropriated the disposable profit as follows:

Rs. billion Fiscal 2009 Fiscal 2010

To Statutory Reserve, making in all Rs. 58.86 billion 9.40 10.07

To Special Reserve created and maintained in terms of Section 36(1) (viii) of the Income-tax Act, 1961, making in all Rs. 26.44 billion 2.50 3.00

To Capital Reserve, making in all Rs. 20.63 billion 8.18 4.44

To Investment Reserve, making in all Rs. 1.16 billion -- 1.16 To General Reserve, making in all Rs. 49.79 billion -- 0.01 Dividend for the year (proposed)

- On equity shares @ Rs. 12 per share (@ Rs. 11 per share for fiscal 2009) 12.25 13.38

- On preference shares (Rs.) 35,000 35,000

- Corporate dividend tax 1.51 1.64

Leaving balance to be carried forward to the next year2 28.10 34.64

1. Includes dividend for the prior year paid on shares issued after the balance sheet date and prior to the record date.

2. After taking into account transfer to Reserve Fund Rs. 2.2 million for fiscal 2010, making in all Rs. 10.9 million.

MERGER OF THE BANK OF RAJASTHAN LIMITED WITH

ICICI BANK

The Board of Directors of ICICI Bank and the Board of Directors of The Bank of Rajasthan Limited (Bank of Rajasthan) at their respective Meetings held on May 23, 2010, approved the scheme of amalgamation of Bank of Rajasthan with ICICI Bank. The amalgamation is subject to approval of RBI and Members of both the Banks. Approval of the Members of ICICI Bank is being sought at an extraordinary general meeting scheduled on June 21, 2010.

The proposed amalgamation would substantially enhance ICICI Bank’s branch network, already the largest among Indian private sector banks, and especially strengthen its presence in northern and western India. It would combine Bank of Rajasthan’s branch franchise with ICICI Bank’s strong capital base, to enhance the ability of the merged entity to capitalise on the growth opportunities in the Indian economy.

About Bank of Rajasthan

Bank of Rajasthan is a listed old Indian private sector bank with its corporate office at Mumbai in Maharashtra and registered office at Udaipur in Rajasthan. At March 31, 2009, Bank of Rajasthan had 463 branches and 111 ATMs, total assets of Rs. 172.24 billion, deposits of Rs. 151.87 billion and advances of Rs. 77.81 billion. It made a net profit of Rs. 1.18 billion in fiscal 2009 and a net loss of Rs. 0.10 billion in the nine months ended December 31, 2009. Around 40% of the branches of the Bank of Rajasthan are located in rural and semi-urban areas.

SUBSIDIARY COMPANIES

At March 31, 2010, ICICI Bank had 17 subsidiaries as listed in the following table:

Domestic Subsidiaries International Subsidiaries

ICICI Prudential Life Insurance ICICI Bank UK PLC Company Limited

ICICI Lombard General Insurance ICICI Bank Canada Company Limited

ICICI Prudential Asset Management ICICI Bank Eurasia Limited Company Limited Liability Company

ICICI Prudential Trust Limited ICICI Securities Holdings Inc.2

ICICI Securities Limited ICICI Securities Inc.3

ICICI Securities Primary Dealership ICICI International Limited Limited

ICICI Venture Funds Management Company Limited

ICICI Home Finance Company Limited

ICICI Investment Management Company Limited

ICICI Trusteeship Services Limited

ICICI Prudential Pension Funds Management Company Limited1

1. Subsidiary of ICICI Prudential Life Insurance Company Limited.

2. Subsidiary of ICICI Securities Limited.

3. Subsidiary of ICICI Securities Holdings Inc.

ICICI Wealth Management Inc., a subsidiary of ICICI Bank Canada, has been dissolved effective December 31, 2009.

As approved by the Central Government vide letter dated April 9, 2010 under Section 212(8) of the Companies Act, 1956, copies of the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies have not been attached to the accounts of the Bank for fiscal 2010. The Bank will make available these documents/details upon request by any Member of the Bank. These documents/details will be available on the Bank’s website www.icicibank. com and will also be available for inspection by any Member of the Bank at its Registered Office and Corporate Office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank’s consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other entities. A summary of key financials of the Bank’s subsidiaries is also included in this Annual Report.

DIRECTORS

The Members at their Fifteenth Annual General Meeting held on June 29, 2009, approved the appointment of Sandeep Bakhshi, Deputy Managing Director, N. S. Kannan, Executive Director & CFO and K. Ramkumar, Executive Director. Reserve Bank of India (RBI) vide its letter dated July 2, 2009 approved the appointment of Sandeep Bakhshi. RBI vide its letter dated June 16, 2009 approved the appointment of N. S. Kannan and K. Ramkumar.

T. S. Vijayan, Chairman, Life Insurance Corporation of India, and a non-executive Director of the Bank resigned from the Board effective November 24, 2009. Pursuant to the provisions of the Banking Regulation Act, 1949, P. M. Sinha retired from the Board effective January 22, 2010 and L. N. Mittal, Anupam Puri and Marti Subrahmanyam retired from the Board effective May 3, 2010 on completion of eight years as non-executive Directors of the Bank. The Board placed on record its deep appreciation and gratitude for their guidance and contribution to the Bank.

The Board at its Meeting held on January 21, 2010 appointed Homi R. Khusrokhan, former Managing Director, Tata Chemicals Limited and V. Sridar, former Chairman, National Housing Bank and former Chairman & Managing Director, UCO Bank, as additional Directors effective January 21, 2010. Further, the Board at its Meeting held on April 30, 2010 appointed Tushaar Shah, Senior Fellow at the International Water Management Institute and former Director of the Institute of Rural Management as an additional Director effective May 3, 2010. Homi R. Khusrokhan, Tushaar Shah and V. Sridar hold office upto the date of the forthcoming Annual General Meeting (AGM) and are eligible for appointment.

Sonjoy Chatterjee, Executive Director resigned from the services of the Bank effective April 30, 2010.

The Board at its Meeting held on April 30, 2010 approved a proposal for the appointment of Rajiv Sabharwal as a wholetime Director of the Bank subject to approval of RBI. Approval of the Members is being sought at the current AGM for the appointment of Rajiv Sabharwal as a wholetime Director of the Bank for a period of five years effective only from the date of receipt of RBI approval.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Bank, K. V. Kamath, Sridar Iyengar and Narendra Murkumbi would retire by rotation at the forthcoming AGM and are eligible for re-appointment. K. V. Kamath and Sridar Iyengar have offered themselves for re-appointment. Narendra Murkumbi has expressed his desire not to seek re-appointment as a Director. A resolution is proposed to the Members in the Notice of the current AGM to this effect and also not to fill up the vacancy caused by the retirement of Narendra Murkumbi at this meeting or any adjourned meeting thereof.

AUDITORS

The auditors, B S R & Co., Chartered Accountants, will retire at the ensuing AGM. They had been statutory auditors of the Bank for the last four years, which is the maximum term of appointment of auditors permitted by RBI. As recommended by the Audit Committee, the Board has proposed the appointment of S. R. Batliboi & Co., Chartered Accountants as statutory auditors for fiscal 2011. Their appointment has been approved by RBI vide its letters dated April 20, 2010 and May 13, 2010. You are requested to consider their appointment.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors’ Report.

APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARDS OF ASSISTED COMPANIES

Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee directors on the boards of certain borrower companies based on loan covenants, with a view to enable monitoring of the operations of those companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank continues to nominate directors on the boards of assisted companies. Apart from the Bank’s employees, experienced professionals from various fields are appointed as nominee Directors. At March 31, 2010, ICICI Bank had 24 nominee directors, of whom 20 were employees of the Bank, on the boards of 39 assisted companies. The Bank has a Nominee Director Cell for maintaining records of nominee directorships.

RISK MANAGEMENT FRAMEWORK

The Bank’s risk management strategy is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with international best practices.

The key principles underlying our risk management framework are as follows:

- The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees of the Board have been constituted to facilitate focused oversight of various risks. The Risk Committee reviews risk management policies of the Bank in relation to various risks and regulatory compliance issues. It reviews key risk indicators covering areas such as credit risk, interest rate risk, liquidity risk, and foreign exchange risk and the limits framework, including stress test limits, for various risks. It also carries out an assessment of the capital adequacy based on the risk profile of the Bank’s balance sheet and reviews the status with respect to implementation of Basel II norms. The Credit Committee reviews developments in key industrial sectors and Bank’s exposure to these sectors as well as to large borrower accounts. The Audit Committee provides direction to and also monitors the quality of the internal audit function. The Asset Liability Management Committee is responsible for managing the balance sheet and reviewing asset-liability position of the Bank.

- Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework.

- Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.

The Bank has dedicated groups namely the Global Risk Management Group (GRMG), Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention and Reputation Risk Management Group (FCPRRMG), with a mandate to identify, assess and monitor all of the Bank’s principal risks in accordance with well-defined policies and procedures. GRMG is further organised into the Global Credit Risk Management Group, the Global Market Risk Management Group and the Global Operational Risk Management Group. These groups are completely independent of all business operations and coordinate with representatives of the business units to implement ICICI Bank’s risk management methodologies. The internal audit and compliance groups are responsible to the Audit Committee of the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit or loss of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking Regulation Act, 1949 and the Companies Act, 1956 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, RBI, SEBI and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organisation’s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

K. V. Kamath May 24, 2010 Chairman