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:

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:

¹    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.

²    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:

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

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

³    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.

¹ 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'.

²    Acquired pursuant to debt settlement.

³    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 pending¹ at end of the financial
year: Nil

¹ 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:

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:

¹    Excludes taxes and out of pocket expenses.

²    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

Rupee 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.
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:

Independent Director (ID)

Non-executive Director (NED)

¹ 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:

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.

C: Chairperson
M: Member

¹ 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 28¹ 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:

¹ 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:

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:

¹    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:

¹    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.

²    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;

¹ 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;

(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:

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 13¹ (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:

¹ 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:

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:

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:

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:

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:

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:

* 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:

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:

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

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

¹    FII segment of BSE

²    Each ADS of ICICI Bank represents two underlying equity
shares

³    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.: +91-040-6716 2222

Fax No.: +91-040-2342 0814

Toll free No.: 18003094001

E-mail: einward.ris@kfintech.com

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.: +91-22-7123 8034/35
E-mail: ICICIbonds@3i-infotech.com
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.: +91-22-4008 6173

E-mail: ir@icicibank.com

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.: +91-22-6230 0451    Tel. No.: +91-22-4080 7000

debenturetrustee@axistrustee.in    itsl@idbitrustee.com

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

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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).

Shareholding pattern of ICICI Bank at March 31. 2025

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

* 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.: +91-22-4008 8900

E-mail: companysecretary@icicibank.com

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.
care@icicibank.com

•    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, 2025¹ are given below:

¹    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.

²    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, 2025¹ are given below:

¹    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.

²    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.

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

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.