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

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

  

    
Rs. in billion, except percentages
    
Fiscal 2023
    
Fiscal 2024
    
% change
  
  

    
Net interest income and non-interest income
    
820.12
    
972.55
    
18.6%
  
  

    
Operating expenses
    
328.73
    
391.33
    
19.0%
  
  

    
Core operating profit
    
491.39
    
581.22
    
18.3%
  
  

    
Provisions and contingencies (excluding tax)
    
66.66
    
36.43
    
(45.3)%
  
  

    
Profit before tax excluding treasury gains
    
424.73
    
544.79
    
28.3%
  
  

    
Treasury gains
    
(0.52)
    
0.09
    
(117.3)%
  
  

    
Profit before tax
    
424.21
    
544.88
    
28.4%
  
  

    
Tax
    
105.25
    
136.00
    
29.2%
  
  

    
Profit after tax
    
318.96
    
408.88
    
28.2%
  
  

    
Rs. in billion, except percentages
    
Fiscal 2023
    
Fiscal 2024
    
% change
  
  

    
Consolidated profit before tax and minority interest
    
472.55
    
615.08
    
30.2%
  
  

    
Consolidated profit after tax and minority interest
    
340.37
    
442.56
    
30.0%
  


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

APPROPRIATIONS
The Bank has appropriated accumulated profit as follows:

  

    
Rs. in billion
    
Fiscal 2023
    
Fiscal 2024
  
  

    
Profit after tax
    
318.96
    
408.88
  
  

    
Profit brought forward
    
436.71
    
563.57
  
  

    
Accumulated profit (before appropriations)
    
755.67
    
972.45
  
  

    
Appropriations:
    

    

  
  

    
To Statutory Reserve, making in all Rs. 538.00 billion
    
79.74
    
102.22
  
  

    
To Special Reserve created and maintained in terms of Section
    36(1)(viii) of the Income Tax Act, 1961, making in all Rs. 184.70 billion
    
25.65
    
30.21
  
  

    
To Capital Reserve, making in all Rs. 150.75 billion
    
0.88
    
0.33
  
  

    
To Investment Fluctuation Reserve, making in all Rs. 31.69
    billion1
    
1.04
    
9.93
  
  

    
To Revenue and other reserves, making in all Rs. 110.33
    billion
    
50.00
    
-
  
  

    
Dividend paid on equity shares2
    
34.79
    
55.99
  
  

    
Balance carried over to balance sheet
    
563.57
    
773.77
  

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

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

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review, ICICI Lombard General Insurance Company
Limited ceased to be an associate and became a subsidiary of the Bank with effect from
February 29, 2024. I-Process Services (India) Private Limited ceased to be an associate
and became a subsidiary of the Bank with effect from March 20, 2024 and a wholly- owned
subsidiary of the Bank with effect from March 22, 2024. There were no entities which
became or ceased to be joint venture of the Bank during fiscal 2024.
As at March 31, 2024, your Bank had following subsidiaries (including
step down subsidiaries) (17) and associate (8) companies:

  

    
Name of the subsidiary company
    
% of shares held
  
  

    
ICICI Bank UK PLC
    
100
  
  

    
ICICI Bank Canada
    
100
  
  

    
ICICI Securities Limited
    
74.73
  
  

    
ICICI Securities Holdings, Inc.1
    
100
  
  

    
ICICI Securities, Inc.2
    
100
  
  

    
ICICI Securities Primary Dealership Limited
    
100
  
  

    
ICICI Venture Funds Management Company Limited
    
100
  
  

    
ICICI Home Finance Company Limited
    
100
  
  

    
ICICI Trusteeship Services Limited
    
100
  
  

    
ICICI Investment Management Company Limited
    
100
  
  

    
ICICI International Limited
    
100
  
  

    
ICICI Prudential Pension Funds Management Company Limited3
    
100
  
  

    
ICICI Prudential Life Insurance Company Limited
    
51.20
  
  

    
ICICI Lombard General Insurance Company Limited
    
51.27
  
  

    
ICICI Prudential Asset Management Company Limited4
    
51.00
  
  

    
ICICI Prudential Trust Limited4
    
50.80
  
  

    
I-Process Services (India) Private Limited
    
100
  

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,

  

    
Name of the associate company
    
% of shares held
  
  

    
NIIT Institute of Finance Banking and Insurance Training
    Limited
    
18.79
  
  

    
ICICI Merchant Services Private Limited
    
19.01
  
  

    
India Infradebt Limited
    
42.33
  
  

    
Arteria Technologies Private Limited
    
19.98
  
  

    
Rajasthan Asset Management Company Private Limited1
    
24.30
  
  

    
OTC Exchange of India1
    
20.00
  
  

    
Falcon Tyres Limited1
    
26.39
  
  

    
Fino Paytech Limited1, 2
    
25.10
  

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

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The performance of subsidiaries and associates and their contribution
to the overall performance of the Bank as on March 31, 2024 is given in "Consolidated
Financial Statements of ICIG Bank Limited - Schedule 18 - Note 12 - Additional information
to consolidated accounts" of this Annual Report. A summary of key financials of the
Bank's subsidiaries is also given in "Statement Pursuant to Section 129 of the
Companies Act, 2013" of this Annual Report.
The highlights of the performance of key subsidiaries are given as a
part of Management's Discussion & Analysis under the section "Consolidated
financials as per Indian GAAP".
The Bank will make available separate audited financial statements of
the subsidiaries to any Member upon request. These documents/details will be available on
the Bank's website at https://www.icicibank.com/about-us/ annual and will also be
available for inspection by any Member or trustee of the holder of any debentures of the
Bank. As required by Accounting Standard 21 issued by the Institute of Chartered
Accountants of India, the Bank's consolidated financial statements included in this
Annual Report incorporate the accounts of its subsidiaries and other consolidating
entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
There are no significant and/or material orders passed by the
regulators or courts or tribunals impacting the going concern status or future operations
of the Bank.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
BANK
There are no material changes and commitments affecting the financial
position of the Bank which have occurred between the end of the financial year of the Bank
to which the financial statements relate and the date of this Report.

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

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Changes in the composition of the Board of Directors and other Key
Managerial Personnel (KMP)
The Board at its meeting held on May 28, 2023 and the Members at the
AGM held on August 30, 2023 approved the following:
(a) Re-appointment of Hari L. Mundra as an Independent Director of the
Bank for a second term commencing from October 26, 2023 to October 25, 2024.
(b) Re-appointment of B. Sriram as an Independent Director of the Bank
for a second term commencing from January 14, 2024 to January 13, 2027.
(c) Re-appointment of S. Madhavan as an Independent Director of the
Bank for a second term commencing from April 14, 2024 to April 13, 2027.
The Board also at its meeting held on May 28, 2023, based on the
recommendation of the Board Governance,
Remuneration & Nomination Committee (BGRNC), approved the
re-appointment of Sandeep Batra as Executive Director of the Bank for a further period of
two years with effect from December 23, 2023 to December 22, 2025, subject to Reserve Bank
of India (RBI) approval. The Board noted that this renewed term of two years is within the
five years term as previously approved by the shareholders. RBI vide its letter dated
December 20, 2023, communicated its approval for the re-appointment of Sandeep Batra as
Executive Director of the Bank with effect from December 23, 2023 till December 22, 2025.
The Members at the last AGM held on August 30, 2023 approved the
re-appointment of Sandeep Bakhshi as Managing Director & Chief Executive Officer of
the Bank for a period of three years with effect from October 4, 2023 to October 3, 2026,
subject to approval of RBI. RBI vide its letter dated September 11, 2023 approved the
re-appointment of Sandeep Bakhshi as Managing Director & CEO of the Bank with effect
from October 4, 2023 to October 3, 2026.
The Board at its meeting on November 24, 2023, based on the
recommendation of BGRNC, approved the appointment of Ajay Kumar Gupta as an Additional
Director and whole-time Director (designated as Executive Director) with effect from
November 27, 2023 or the date of approval from RBI, whichever is later, for a period till
November 26, 2026. Pursuant to approval granted by RBI, Ajay Kumar Gupta was appointed as
an Executive Director on the Board effective March 15, 2024 till November 26, 2026. The
Members through Postal Ballot on May 14, 2024 approved the appointment of Ajay Kumar Gupta
as a Director and Whole-time Director (designated as Executive Director) with effect from
March 15, 2024 till November 26, 2026.
The Board at its meeting held on February 15-17, 2024, based on the
recommendation of BGRNC, approved the appointment of Pradeep Kumar Sinha as an Additional
(Independent) Director, for a period of five years from February 17, 2024, subject to the
approval of Members. The Board at the said meeting, based on the recommendation of BGRNC,
also approved the appointment of Pradeep Kumar Sinha as the Non-executive Part-time
Chairman with effect from July 1, 2024 or the date of approval from RBI, whichever is
later, in the vacancy that would be caused by the retirement of Girish Chandra Chaturvedi.
The Members through Postal Ballot on May 14, 2024 approved the appointment of Pradeep
Kumar Sinha as an Independent Director for a term of five consecutive years commencing
February 17, 2024 to February 16, 2029. RBI vide its letter dated May 24, 2024, approved
the appointment of Pradeep Kumar Sinha as Part-time Chairman of the Bank for a period of
three years with effect from July 1, 2024.
The Board at its meeting held on June 29, 2024, based on the
recommendation of BGRNC, approved the appointment of Rohit Bhasin as an Additional
(Independent) Director for a period of five years, with effect from July 26, 2024. His
appointment is being proposed in the Notice of the forthcoming AGM through item no. 7.
The Board at its meeting held on June 29, 2024, based on the
recommendation of BGRNC, approved the appointment of Punit Sood as an Additional
(Independent) Director for a period of five years, with effect from October 1, 2024. The
approval of the Members for his appointment will be sought through Postal Ballot.
Anup Bagchi ceased to be a Director of the Bank with effect from close
of business hours on April 30, 2023 pursuant to his appointment as Managing Director &
Chief Executive Officer of ICICI Prudential Life Insurance Company Limited with effect
from June 19, 2023. To ensure a seamless transition, he assumed the office of Executive
Director & Chief Operating Officer of ICICI Prudential Life Insurance Company Limited
with effect from May 1, 2023. The Board acknowledges the valuable contribution and
guidance provided by Anup Bagchi.
The Board at its meeting held on March 16, 2023, based on the
recommendation of BGRNC, approved the appointment of Prachiti Lalingkar as the Company
Secretary & Compliance Officer and KMP of the Bank effective April 1, 2023 pursuant to
the superannuation of Ranganath Athreya in July 2023.
As on the date of this report, in terms of Section 203(1) of the
Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Sandeep Batra,
Executive Director, Rakesh Jha, Executive Director, Ajay Kumar Gupta, Executive Director,
Anindya Banerjee, Group Chief Financial Officer and Prachiti Lalingkar, Company Secretary
are the Key Managerial Personnel of the Bank.

Declaration of Independence
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 of the Companies Act, 2013 as
amended and
Regulation 16 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing
Regulations) which have been relied on by the Bank and were placed at the Board Meeting
held on April 27, 2024. In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise and proficiency required under all applicable
laws and are independent of the Management.

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

AUDITORS
Statutory Auditors
At the AGM held on August 30, 2023, M/s M S K A & Associates,
Chartered Accountants (hereinafter referred to as M S K A & Associates) and M/s KKC
& Associates LLP, Chartered Accountants (formerly M/s Khimji Kunverji & Co LLP),
(hereinafter referred to as KKC & Associates LLP) were re-appointed as joint statutory
auditors to hold office from the conclusion of the Twenty-Ninth AGM till the conclusion of
the Thirtieth AGM of the Bank.
M S K A & Associates and KKC & Associates LLP have been the
joint statutory auditors of the Bank for three consecutive years, which is the maximum
term for statutory auditors of banking companies as per the guidelines issued by RBI.
Hence they would be retiring at the conclusion of the forthcoming AGM. The Audit Committee
and the Board of Directors have placed on record their appreciation for the professional
services rendered by M S K A & Associates and KKC & Associates LLP during their
association with the Bank as its auditors.
There are no qualifications, reservation or adverse remarks made by the
joint statutory auditors in the audit report.
As recommended by the Audit Committee, the Board has proposed the
appointment of M/s. B S R & Co. LLP, Chartered Accountants and M/s. C N K &
Associates LLP, Chartered Accountants as joint statutory auditors. Their appointment has
been approved by RBI on May 15, 2024. The appointment of the auditors is being proposed to
the Members in the Notice of the forthcoming AGM through item nos. 4 and 5.

Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board at its meeting held on June 29, 2023 appointed M/s. Alwyn Jay & Co., a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal
2024. The Secretarial Audit Report is annexed herewith as Annexure A. There are no
qualifications, reservation or adverse remark or disclaimer made by the auditor in the
report save and except disclaimer made by them in discharge of their professional
obligation.
The Annual Secretarial Compliance Report for fiscal 2024 is available
on the website of the Bank at https://www.
icicibank.com/about-us/disclosurRs-to-stock-Rxchanges and on the website of the stock
exchanges i.e. BSE Limited (BSE) at www.bseindia.com and National Stock Exchange of India
Limited (NSE) at www.nseindia.com.
The Board at its meeting held on June 29, 2024, based on the
recommendation of Audit Committee, approved the appointment of M/s. Alwyn Jay & Co. to
undertake the Secretarial Audit of the Bank for fiscal 2025.

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

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

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

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

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

RELATED PARTY TRANSACTIONS
The Bank has a Board-approved Group Arm's Length Policy which
requires transactions with the group companies to be at an arm's length. All the
related party transactions between the Bank and its related parties, entered during the
year ended March 31, 2024, were on arm's length basis and were in the ordinary course
of business.
The details of material related party transactions at an aggregate
level for the year ended March 31, 2024 are given in Annexure B.
All related party transactions as required under Accounting Standard 18
are reported in note no. 47 of schedule 18 - Notes to Accounts of standalone financial
statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated financial
statements of the Bank.
The Bank has a Board-approved policy on Related Party Transactions,
which has been hosted on the website of the Bank and can be viewed at
https://www.icicibank.com/ about-us/other-policies.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as stipulated
under Regulation 34(2)(f) of the SEBI Listing Regulations will be hosted on the
Bank's website at https://www.icicibank.com/about-us/annual. Any Member interested in
obtaining a copy of the Report may write to the Company Secretary of the Bank.
The Bank has been releasing the Environmental, Social and Governance
Report since fiscal 2020. The Report for fiscal 2024 will be hosted on the Bank's
website at https://www.icicibank.com/about-us/annual.

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

RISK MANAGEMENT FRAMEWORK
The Bank's risk management framework is based on a clear
understanding of various risks, disciplined risk assessment and measurement procedures and
continuous monitoring. The Board of Directors has oversight on all the risks assumed by
the Bank. Specific committees have been constituted to facilitate focused oversight of
various risks, as follows:
• The Risk Committee of the Board reviews, inter alia, risk
management policies of the Bank pertaining to credit, market, liquidity, operational and
outsourcing risks and business continuity management. The Committee also reviews the Risk
Appetite and Enterprise Risk Management (ERM) frameworks, Internal Capital Adequacy
Assessment Process (ICAAP) and stress testing. The stress testing framework includes a
range of Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers
the domestic and overseas operations of the Bank, banking subsidiaries and non-banking
subsidiaries. The Committee reviews setting up of limits on any industry or country,
migration to the advanced approaches under Basel framework, the proceedings of Group Risk
Management Committee and the activities of the Asset Liability Management Committee. The
Committee reviews the level and direction of major risks pertaining to credit, market,
liquidity, operational, reputation, technology, information security, compliance, group
and capital at risk as a part of the risk dashboard. The Risk Committee also reviews the
Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.
• The Credit Committee of the Board, apart from sanctioning credit
proposals based on the Bank's credit approval authorisation framework, reviews
developments in key industrial sectors (along with exposure to these sectors), the
Bank's exposure to large borrower accounts and borrower groups. The Credit Committee
also reviews major credit portfolios, non-performing loans, accounts under watch,
overdues, incremental sanctions etc.
• The Audit Committee of the Board, provides direction to and
monitors the quality of the internal audit function, oversees the financial reporting
process and also monitors compliance with inspection and audit reports of RBI, other
regulators and statutory auditors.
• The Asset Liability Management Committee provides guidance for
management of liquidity of the overall Bank and management of interest rate risk in the
banking book within the broad parameters laid down by the Board of Directors/Risk
Committee.
• The Group Risk Management Committee (GRMC) oversees the group
related risk management activities. GRMC inter alia, defines the frequency and framework
for review of risk profile of group entities.
Summaries of reviews conducted by these committees are reported to the
Board on a regular basis.
Policies approved from time to time by the Board of
Directors/committees of the Board form the governing framework for each type of risk. The
business activities are undertaken within this policy framework. Independent groups and
subgroups have been constituted across the Bank to facilitate independent evaluation,
monitoring and reporting of various risks. These groups function independently of the
business groups/subgroups.
The Bank has dedicated groups, namely, the Risk Management Group,
Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime
Prevention & Reputation Risk Management Group, with a mandate to identify, assess and
monitor all of the Bank's principal risks in accordance with well-defined policies
and procedures. The Risk Management Group is further organised into Credit Risk Management
Group, Market
Risk Management Group, Operational Risk Management Group and
Information Security Group. The Group Chief Risk Officer (GCRO) reports to the Risk
Committee constituted by the Board which reviews risk management policies of the Bank. The
GCRO, for administrative purposes, reports to an Executive Director of the Bank. The above
mentioned groups are independent of all business operations and co-ordinate with
representatives of the business units to implement the Bank's risk management
policies and methodologies.
The Internal Audit Group acts independently and is responsible for
evaluating and providing objective assurance on the effectiveness of internal controls,
risk management and governance processes within the Bank and suggest improvements. The
Internal Audit Group maintains appropriately qualified personnel to fulfill its
responsibilities. The Internal Audit and Compliance groups are responsible to the Audit
Committee of the Board.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Bank has a policy against sexual harassment and a formal process
for dealing with complaints of harassment or discrimination. The said policy is in line
with the requirements of ‘The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013'. The Bank has complied with provisions
relating to the constitution of Internal Committee under the said Act.
The details pertaining to number of complaints during the year has been
provided below:
(a) number of complaints filed during the financial year: 133
(b) number of complaints disposed off during the financial year: 133
(c) number of complaints pending1 at end of the financial year: Nil
1 All complaints received during fiscal 2024 have been dosed within the
applicable turnaround time (90 days},

CORPORATE GOVERNANCE
The corporate governance framework at ICICI Bank is based on an
effective independent Board, the separation of the Board's supervisory role from the
executive management and the constitution of Board committees to oversee critical areas.
At March 31, 2024, Independent
Directors constituted a majority on most of the committees and also
chaired most of the committees.

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

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

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

Material Subsidiaries
In accordance with the requirements of the SEBI Listing Regulations,
the Bank has formulated a Policy for determining Material Subsidiaries and the same has
been hosted on the website of the Bank at
https://www.icicibank.com/about-us/other-policies.
The Bank does not have any material unlisted subsidiary. ICICI
Prudential Life Insurance Company Limited (ICICI Life) is a material listed subsidiary of
the Bank in terms of the provisions of the SEBI Listing Regulations. The additional
details with regard to ICICI Life are as follows:

  

    
Date of incorporation
    
July 20, 2000
  
  

    
Place of incorporation
    
Mumbai
  
  

    
Statutory
    
B S R & Co. LLP1
  
  

    
Auditors
    
Chartered Accountants
  
  

    

    
Firm Registration No. 101248W/ W-100022
  
  

    

    
Date of Re-appointment: July 17, 2019
  
  

    

    
Walker Chandiok & Co. LLP
  
  

    

    
Chartered Accountants
  
  

    

    
Firm Registration No. 001076N/ N500013
  
  

    

    
Date of Re-appointment: June 25, 2021
  

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

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

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

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

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

Details of utilisation of funds
During the year under review, the Bank has not raised any funds through
preferential allotment or Qualified Institutions Placement as specified under Regulation
32(7A) of the SEBI Listing Regulations.
During the year under review, the Bank has raised Rs. 40,000.00 million
through issue of senior unsecured redeemable long term bonds in the nature of debentures,
in tranches, on private placement basis. There is no deviation in utilisation of the
funds.

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

  

    
Nature of service
    
Amount in '1
  
  

    
Audit
    
59,400,000
  
  

    
Certification and other audit related services
    
2,645,000
  
  

    
Total
    
62,045,000
  

1 Excludes taxes and out of pocket expenses.

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

Credit Rating as on March 31, 2024
Foreign currency denominated instruments issued by the Bank

  

    
Instrument type
    
Moody's
    
S&P
  
  

    
Senior unsecured medium term notes
    
Baa3
    
BBB-
  
  

    
Certificate of Deposits
    
P-3
    
-
  


Rupee denominated instruments issued by the Bank

  

    
Instrument type
    
CARE
    
ICRA
    
CRISIL
  
  

    
Tier II bonds (Basel III)
    
CARE AAA
    
[ICRA] AAA
    
-
  
  

    
Additional Tier 1 bonds (Basel III)
    
CARE AA+
    
[ICRA] AA+
    
CRISIL AA+
  
  

    
Unsecured redeemable bonds
    
CARE AAA
    
[ICRA] AAA
    
CRISIL AAA
  
  

    
Lower Tier II Bond
    
CARE AAA
    
[ICRA] AAA
    
-
  
  

    
Long term bonds issued by erstwhile ICICI Limited
    
CARE AAA
    
[ICRA] AAA
    
CRISIL AAA
  
  

    
Certificate of Deposits
    
CARE A1+
    
[ICRA] A1+
    
-
  
  

    
Fixed deposits
    
CARE AAA
    
[ICRA] AAA
    
-
  

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, 2024 consisted of thirteen
Directors, out of which nine were Independent Directors and four were Executive Directors.
There were ten Meetings of the Board during the year - April 22, May
28, June 29, July 22, September 15, October 21, November 24 and December 20 in 2023 and
January 20 and February 15-17 in 2024.
There were no inter-se relationships between any of the Directors.
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, 2024 are set out in the following table:

  

    
Name of Director
    
Board Meetings attended during the year
    
Attendance at last AGM (August 30, 2023)
    
Number of directorships
    
Number of other committee memberships 1
    
Directorships in other listed entity and category of
    directorship
  
  

    

    

    

    
of other Indian public limited companies
    
of other Indian companies
    

    

  
  

    
Independent Directors
    

    

    

    

    

    

  
  

    
Girish Chandra Chaturvedi, (Chairman upto June 30, 2024)
    (DIN: 00110996)
    
10/10
    
Present
    

    

    

    

  
  

    
Pradeep Kumar Sinha (Director w.e.f. February 17, 2024,
    Chairman w.e.f. July 1, 2024) (DIN: 00145126)
    

    
N.A.
    
1
    
1
    

    
Bharti Airtel Limited (ID)
  
  

    
Neelam Dhawan
    
10/10
    
Present
    
3
    
2
    
4(2)
    
• Hindustan Unilever Limited (ID)
  
  

    
(DIN: 00871445)
    

    

    

    

    

    
• Yatra Online Limited (NED)
  
  

    
Uday Chitale (DIN: 00043268)
    
10/10
    
Present
    
1
    
1
    
1(0)
    
ICICI Lombard General Insurance Company Limited (ID)
  
  

    
Radhakrishnan Nair (DIN: 07225354)
    
10/10
    
Present
    
6
    
2
    
7(2)
    
• ICICI Prudential Life Insurance Company Limited (ID)
  
  

    

    

    

    

    

    

    
• ICICI Securities Primary Dealership Limited (ID)
  
  

    

    

    

    

    

    

    
• Geojit Financial Services Limited (ID)
  
  

    

    

    

    

    

    

    
• Inditrade Capital Limited (ID)
  
  

    
Hari L. Mundra (DIN: 00287029)
    
10/10
    
Present
    
1
    
-
    
1(1)
    
-
  
  

    
B. Sriram (DIN: 02993708)
    
10/10
    
Present
    
5
    
1
    
6(1)
    
• Nippon Life India Asset Management Limited (ID)
  
  

    

    

    

    

    

    

    
• TVS Motor Company Limited (ID)
  
  

    

    

    

    

    

    

    
• TVS Supply Chain Solutions Limited (ID)
  
  

    
S. Madhavan
    
10/10
    
Present
    
4
    
3
    
7(3)
    
• Sterlite Technologies Limited (ID)
  
  

    
(DIN: 06451889)
    

    

    

    

    

    
• HCL Technologies Limited (ID)
  
  

    

    

    

    

    

    

    
• Procter & Gamble Health Limited (ID)
  
  

    

    

    

    

    

    

    
• Eicher Motors Limited (ID)
  
  

    
Vibha Paul Rishi (DIN: 05180796)
    
10/10
    
Present
    
5
    
-
    
6(3)
    
• ICICI Prudential Life Insurance Company Limited (ID)
  
  

    

    

    

    

    

    

    
• Asian Paints Limited (ID)
  
  

    

    

    

    

    

    

    
• Tata Chemicals Limited (ID)
  
  

    

    

    

    

    

    

    
• Piramal Pharma Limited (ID)
  
  

    
Executive Directors
    

    

    

    

    

    

  
  

    
Sandeep Bakhshi, Managing Director & Chief Executive
    Officer (DIN: 00109206)
    
10/10
    
Present
    

    

    

    

  
  

    
Sandeep Batra (DIN: 03620913)
    
10/10
    
Present
    
4
    
-
    
3(0)
    
• ICICI Lombard General Insurance Company Limited (NED)
  
  

    

    

    

    

    

    

    
• ICICI Prudential Life Insurance Company Limited (NED)
  
  

    
Rakesh Jha (DIN: 00042075)
    
9/10
    
Present
    
4
    
-
    
1(1)
    
• ICICI Home Finance Company Limited (NED)
  
  

    

    

    

    

    

    

    
• ICICI Lombard General Insurance Company Limited (NED)
  
  

    

    

    

    

    

    

    
• ICICI Securities Limited (NED)
  
  

    
Ajay Kumar Gupta (w.e.f. March 15, 2024) (DIN: 07580795)
    

    
N.A.
    

    

    

    

  

Independent Director (ID)
Non-executive Director (NED)
One meeting of the Board was held and attended by Anup Bagchi
(DIN:00105962) during his tenure on the Board of the Bank,
1 Includes only chairmanship/membership of Audit Committee and
Stakeholders' Relationship Committee of other Indian public limited companies, Figures in
parentheses indicate committee chairpersonships,
The profiles of the Directors can be viewed on the website of the Bank
at https://www.icidbank.com/about-us/bod-1.

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

  

    
Name of Director
    
Areas of expertise
  
  

    
Girish Chandra Chaturvedi
    
Agriculture and rural economy, Banking, Co-operation,
    Economics, Finance, Small Scale Industry, Human Resources, Risk Management, Business
    Management, Insurance
  
  

    
Pradeep Kumar Sinha
    
Agriculture and rural economy, Banking, Co-operation,
    Economics, Finance, Small Scale Industry, Payment and Settlement Systems, Human Resources,
    Risk Management, Business Management, Energy and Infrastructure, Urban Development
  
  

    
Neelam Dhawan
    
Banking, Information Technology, Human Resources, Business
    Management, Corporate Governance and Business Strategy
  
  

    
Uday Chitale
    
Accountancy, Banking, Finance, Alternate Dispute Resolution
    (ADR), Auditing & Assurance, Securities
  
  

    
Radhakrishnan Nair
    
Accountancy, Agriculture and Rural Economy, Banking,
    Co-operation, Economics, Finance, Law, Small Scale Industry, Payment and Settlement
    Systems, Human Resources, Risk Management, Business Management, Insurance, Securities,
    Treasury Management, Foreign Exchange Management, Information Technology, Investor
    Protection
  
  

    
Hari L. Mundra
    
Accountancy, Banking, Economics, Finance, Law, Human
    Resources, Risk Management, Business Management, Business and Financial Strategy,
    Treasury, M&A, Business Restructuring and Taxation
  
  

    
B. Sriram
    
Banking, Finance, Small Scale Industry, Information
    Technology, Payment and Settlement Systems, Credit and Risk, Treasury, Insolvency &
    Bankruptcy
  
  

    
S. Madhavan
    
Accountancy, Banking, Economics, Finance, Law, Information
    Technology, Human Resources, Risk Management, Business Management, Strategy, Business
    Operations, Governance, Taxation
  
  

    
Vibha Paul Rishi
    
Consumer Insight & Marketing, Strategy, Accountancy,
    Agriculture and rural economy, Economics, Finance, Information Technology, Human
    Resources, Risk Management, Business Management
  
  

    
Rohit Bhasin (Director w.e.f. July 26, 2024)
    
Accountancy, Banking, Finance, Human Resources, Risk
    Management and Business Management
  
  

    
Sandeep Bakhshi
    
Banking, Finance, Business Management, Insurance
  
  

    
Sandeep Batra
    
Accountancy, Banking, Finance, Law, Information Technology,
    Human Resources, Risk Management, Business Management, Insurance, Securities, Governance,
    Economics
  
  

    
Rakesh Jha
    
Banking, Business Management, Risk Management, Finance,
    Accountancy, Economics and Information Technology
  
  

    
Ajay Kumar Gupta
    
Banking, Business Management, Risk Management, Finance,
    Accountancy, Small Scale Industry, Payment and Settlement System and Information
    Technology
  

The Board has constituted various committees, namely, Audit Committee,
Board Governance, Remuneration & Nomination Committee, Corporate Social Responsibility
Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee,
Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship
Committee and Review Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers.
The quorum of the Board committees was increased from at least two
members to at least three members with effect from June 30, 2019, to transact business at
any Board committee meeting and in case where the committee comprises of two members only
or where two members are participating, then any Independent Director may attend the
meeting to fulfil the requirement of three members.
The terms of reference of the Board committees as mentioned above,
their composition and attendance of the respective Members at the various committee
meetings held during fiscal 2024 are set out below:

II. Audit Committee Terms of Reference
The Audit Committee provides direction to the audit function and
monitors the quality of internal and statutory audit. The responsibilities of the Audit
Committee include examining the financial statements and auditors' report and
overseeing the financial reporting process to ensure fairness, sufficiency and credibility
of financial statements, review of the quarterly and annual financial statements before
submission to the Board, review of management's discussion & analysis,
recommendation of appointment, terms of appointment, remuneration and removal of central
and branch statutory auditors and chief internal auditor, approval of payment to statutory
auditors for other permitted services rendered by them, reviewing and monitoring with the
management the auditor's independence and the performance and effectiveness of the
audit process, approval of transactions with related parties or any subsequent
modifications and utilization of loans and/or advances from/investment by the Bank in its
subsidiaries. The Audit Committee also reviews the functioning of the Whistle-Blower
Mechanism, adequacy of internal control systems and the internal audit function,
compliance with inspection and audit reports and reports of statutory auditors, findings
of internal investigations, management letters/letters on internal control weaknesses
issued by statutory auditors/internal auditors, investment in shares and advances against
shares. The Audit Committee responsibilities also include reviewing with the management
the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for the purposes other
than those stated in the offer document/prospectus/notice and the report submitted by the
monitoring agency, monitoring the utilization of proceeds of a public or rights issue and
making appropriate recommendations to the Board to take steps in this matter, discussion
on the scope of audit with external auditors, examination of reasons for substantial
defaults, if any, in payment to stakeholders, valuation of undertakings or assets,
evaluation of risk management systems and scrutiny of inter-corporate loans and
investments. The Audit Committee is also empowered to appoint/oversee the work of any
registered public accounting firm, establish procedures for receipt and treatment of
complaints received regarding accounting, internal accounting controls and auditing
matters and engage independent counsel as also provide for appropriate funding for
compensation to be paid to any firm/advisors. In addition, the Audit Committee also
exercises oversight on the regulatory compliance function of the Bank. The Committee also
considers and comments on rationale, cost-benefits and impact of schemes involving
merger/demerger/ amalgamation etc., on the Bank and its shareholders. The Audit Committee
is also empowered to approve the appointment of the Chief Financial Officer (i.e., the
whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate.

Composition
There were sixteen meetings of the Committee during the year - April
15, April 21, June 29, July 7, July 19, July 21, August 24, October 18, October 19,
October 20, November 20 and December 14 in 2023 and January 17, January 19, February 24
and March 26 in 2024. The details of the composition of the Committee and attendance at
its meetings held during the year are set out in the following table:

  

    
Name of Member
    
Number of meetings attended
  
  

    
Uday Chitale, Chairman
    
16/16
  
  

    
S. Madhavan
    
16/16
  
  

    
Radhakrishnan Nair
    
16/16
  


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

Composition
There were seven meetings of the Committee during the year - April 21,
2023, May 28, 2023, July 20, 2023, October 20, 2023, November 23, 2023, January 19, 2024
and February 17, 2024. The details of the composition of the Committee and attendance at
its meetings held during the year are set out in the following table:

  

    
Name of Member
    
Number of meetings attended
  
  

    
Neelam Dhawan, Chairperson
    
7/7
  
  

    
Girish Chandra Chaturvedi (upto June 30, 2024)
    
7/7
  
  

    
Pradeep Kumar Sinha (w.e.f. February 23, 2024)
    
-
  
  

    
B. Sriram
    
7/7
  


Policy/Criteria for Directors' Appointment
The Bank with the approval of its BGRNC has put in place a policy on
Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes and independence of a Director as well as a policy on
Board diversity. The policy has been framed based on the broad principles as outlined
hereinafter. The Committee evaluates the composition of the Board and vacancies arising in
the Board from time to time. The Committee while recommending candidature of a Director
considers the special knowledge or expertise possessed by the candidate as required under
the Banking Regulation Act, 1949. The Committee assesses the fit and proper credentials of
the candidate and the companies/ entities with which the candidate is associated either as
a director or otherwise and as to whether such association is permissible under RBI
guidelines and the internal norms adopted by the Bank. For the above assessment, the
Committee is guided by the guidelines issued by RBI in this regard.
The Committee also evaluates the prospective candidate for the position
of a Director from the perspective of the criteria for independence prescribed under the
Companies Act, 2013 as well as the SEBI Listing Regulations. For a Non-executive Director
to be classified as Independent he/she must satisfy the criteria of independence as
prescribed and sign a declaration of independence. The Committee reviews the same and
determine the independence of a Director.
The Committee based on the above assessments makes suitable
recommendations on the appointment of Directors to the Board.

Remuneration policy
The Compensation Policy of the Bank is in line with the RBI circulars
and in compliance with the requirements for the Remuneration Policy as prescribed under
the Companies Act, 2013. The Policy is divided into the segments, Part A, Part B and Part
C where Part A covers the requirements for wholetime Directors & employees pursuant to
RBI guidelines, Part B relates to compensation to Non-executive Directors (except
Non-executive Part-time Chairman) and Part C relates to compensation to Non-executive
Part-time Chairman. The Compensation Policy is available on the website of the Bank at
https://www.icicibank. com/about-us/other-policies.
The remuneration payable to Non-executive/ Independent Directors is
governed by the provisions of the Banking Regulation Act, 1949, RBI guidelines issued from
time to time and the provisions of the Companies Act, 2013 and related rules to the extent
these are not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI
guidelines.
The remuneration for the Non-executive/Independent Directors (other
than Government Nominee Director) consists of sitting fee for attending each meeting of
the committee/Board as approved by the Board.
In addition to sitting fee, Non-executive Directors (other than
Non-executive Part-time Chairman and the Government Nominee Director) (NEDs) are also
entitled to a fixed remuneration.
Considering the crucial role of NEDs in efficient functioning of bank
Boards and its various committees and in order to enable the banks to sufficiently attract
qualified competent individuals on their Board, RBI had, vide its circular dated February
9, 2024, revised the ceiling for fixed remuneration to NEDs from Rs. 2,000,000 per annum
to an amount not exceeding Rs. 3,000,000 per annum, as may be decided by the Board of
banks basis suitable criteria duly identified by it.
The Board at its meeting held on February 15-17, 2024 and the Members
through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration for
Non-executive Directors (other than part-time Chairman and Government Nominee Director)
with effect from February 10, 2024, from Rs. 2,000,000 per annum to Rs. 3,000,000 per
annum.
For the Non-executive Part-time Chairman, the remuneration, in addition
to sitting fee includes such fixed payments as may be recommended by the Board and
approved by the Members and RBI, maintaining a Chairman's office at the Bank's
expense, bearing expenses for travel on official visits and participation in various
forums (both in India and abroad) as Chairman of the Bank and bearing travel/
halting/other expenses and allowance for attending to duties as Chairman of the Bank and
any other modes of remuneration as may be permitted by RBI from time to time.
The Board at its meeting held on February 15-17, 2024 and the Members
through Postal Ballot on May 14, 2024 approved the increase in fixed remuneration for the
Non-executive Part-time Chairman from Rs. 3,500,000 per annum to Rs. 5,000,000 per annum
with effect from April 1, 2024. The increase in fixed remuneration has been approved by
RBI.
All the Non-executive/Independent Directors would be entitled to
reimbursement of expenses for attending Board/committee meetings, official visits and
participation in various forums on behalf of the Bank.

Performance evaluation of the Board, Committees and Directors
The Bank, on the recommendation of BGRNC and approval of the Board, has
put in place a framework for evaluation of the Board, Directors, Chairperson and
Committees.
The evaluations for the Directors, the Board, Chairman of the Board and
the Board level committees is carried out through circulation of different questionnaires,
for the Directors, for the Board, for the Chairperson of the Board and the committees
respectively. The performance of the Board is assessed on select parameters related to
roles, responsibilities and obligations of the Board, relevance of Board discussions,
attention to strategic issues, performance on key areas, providing feedback to executive
management and assessing the quality, quantity and timeliness of flow of information
between the management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The evaluation criteria for the Directors is based on their
participation, contribution and offering guidance to and understanding of the areas which
were relevant to them in their capacity as members of the Board.
The evaluation criteria for the Chairperson of the Board besides the
general criteria adopted for assessment of all Directors, focuses on leadership abilities,
effective management of meetings and preservation of interest of stakeholders.
The evaluation of the committees is based on assessment of the clarity
with which the mandate of the Committee is defined, effective discharge of terms of
reference of the Committees and assessment of effectiveness of contribution of the
Committee's deliberation/recommendations to the functioning/ decisions of the Board.
The Bank has taken effective steps with regards to the action points arising out of
performance evaluation process for fiscal 2023. The performance evaluation process for
fiscal 2024 was conducted through a comprehensive survey using an electronic survey
platform and was completed to the satisfaction of the Board. The Board of Directors also
identified specific action points arising out of the overall evaluation which would be
executed as directed by the Board.
The evaluation process for wholetime Directors is further detailed in
note no. 52 of Schedule 18 of the financial statements.

Details of Remuneration paid to Executive Directors
The BGRNC determines and recommends to the Board the amount of
remuneration, including performance bonus and perquisites, payable to Managing Director
& CEO and Wholetime Directors.
The following table sets out the details of remuneration (including
perquisites and retiral benefits) paid in fiscal 2024:
Details of Remuneration (Rs.)

  

    

    
Sandeep Bakhshi
    
Anup Bagchi1
    
Sandeep Batra
    
Rakesh Jha
    
Ajay Kumar Gupta2
  
  

    

    
2023-24
    
2023-24
    
2023-24
    
2023-24
    
2023-24
  
  

    
Basic
    
34,647,600
    
2,472,480
    
29,669,760
    
29,669,760
    
11,969,574
  
  

    
Performance bonus paid in fiscal 20233
    
28,480,666
    
24,844,962
    
24,844,962
    
21,291,253
    
12,521,333
  
  

    
Allowances and perquisites4
    
29,483,876
    
2,475,957
    
26,189,059
    
26,970,952
    
21,362,459
  
  

    
Contribution to provident fund
    
4,157,712
    
296,698
    
3,560,376
    
3,560,376
    
1,436,353
  
  

    
Contribution to superannuation fund
    
-
    
-
    
-
    
-
    
-
  
  

    
Contribution to gratuity fund
    
2,886,145
    
205,958
    
2,471,491
    
2,471,491
    
997,066
  
  

    
Stock options5 (Number)
    
299,100
    
231,000
    
231,000
    
231,000
    
113,700
  

1 Anup Bagchi's last working day with the Bank was April 30, 2023. The
above remuneration pertains to his period in the Bank,
2 AJay Kumar Gupta was appointed as Executive Director effective March
15, 2024. The above remuneration is his full year earned salary.
3 Bonus amounts earned for fiscal 2023 were subject to deferment policy
of the Bank in-line with the regulatory stipulations. The above table represent payouts of
the non-deferred portion of the bonus amount pertaining to fiscal 2023. The balance amount
shall be equally deferred over a period of three years. The amounts also include the
deferred portion of the bonus amount approved in earlier years that was paid during fiscal
2024.
4 Allowances and perquisites exclude perquisites of previous years
stock options exercised during fiscal 2024
5 Represents options granted during fiscal 2024 pertaining to fiscal
2023.
Perquisites (evaluated as per Income-tax rules, wherever applicable,
and otherwise at actual cost to the Bank in other cases) such as the benefit of the
Bank's furnished accommodation, gas, electricity, furnishings, club fees, personal
and group insurance, use of car, running and maintenance of cars including drivers,
telephone/IT assets at residence or reimbursement of expenses in lieu thereof, payment of
income-tax on perquisites by the Bank to the extent permissible under the Income-tax Act,
1961 and rules framed thereunder, medical reimbursement, leave and leave travel
concession, education and other benefits, provident fund, superannuation fund, gratuity
and other retirement benefits, in accordance with the scheme(s) and rule(s) applicable
from time to time to retired wholetime Directors of the Bank or the members of the staff.
In line with the staff loan policy applicable to specified grades of employees who fulfil
prescribed eligibility criteria to avail loans for purchase of residential property, the
Wholetime Directors are also eligible for housing loans. The stock options vest in a
graded manner over a three-year period, with 30%, 30% and 40% of the grant vesting in each
year, commencing from the end of 12 months from the date of the grant. The options so
vested are to be exercised within 5 years from the date of vesting.
The Bank does not pay any severance fees to its Managing Director &
CEO or to its Wholetime Directors. The tenure of the office of Managing Director & CEO
and the Wholetime Directors of the Bank is in the range of three to five years. The
appointment is subject to approval of RBI and the Members. The notice period for each of
them, as specified in their respective terms of appointments is two months.
Neither the Managing Director & CEO nor the Wholetime Directors
received any remuneration or commission from any of the subsidiary companies. During
fiscal 2024, Sandeep Bakhshi exercised certain stock options of ICICI Life, subsidiary of
the Bank which were granted to him in the earlier year(s) when he was associated with
ICICI Life. The Bank does not have any holding company.

Remuneration disclosures as required under the RBI Guidelines
The remuneration related disclosures as required under the RBI
Guidelines on Compensation of Whole Time Directors/Chief Executive Officers/Material Risk
Takers and Control Function staff are disclosed in note no. 52 of
Schedule 18 of the financial statements.

Details of Remuneration to Non-executive Directors
The Bank pays sitting fee of Rs. 100,000 to Nonexecutive Directors for
attending each meeting of the Board and Board level committees viz. Audit Committee, Board
Governance, Remuneration & Nomination Committee, Credit Committee, Corporate Social
Responsibility Committee, Customer Service Committee, Fraud Monitoring Committee,
Information Technology Strategy Committee, Stakeholders Relationship Committee, Risk
Committee and Review Committee for identification of Wilful Defaulters/Non Co-operative
Borrowers.
Information on the total remuneration paid to each Non-executive
Director during fiscal 2024 is set out in the following table:
Amount (Rs.)

  

    
Name of Director
    
Sitting Fees
    
Remuneration1
  
  

    
Girish Chandra Chaturvedi
    
3,000,000
    
3,500,000
  
  

    
Pradeep Kumar Sinha2
    
100,000
    
241,758
  
  

    
Hari L. Mundra
    
4,800,000
    
2,000,000
  
  

    
S. Madhavan
    
4,100,000
    
2,000,000
  
  

    
Neelam Dhawan
    
2,900,000
    
2,000,000
  
  

    
Radhakrishnan Nair
    
3,800,000
    
2,000,000
  
  

    
B. Sriram
    
5,400,000
    
2,000,000
  
  

    
Uday Chitale
    
3,600,000
    
2,000,000
  
  

    
Vibha Paul Rishi
    
2,700,000
    
2,000,000
  

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

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

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

  

    
Independent Directors1
    

  
  

    
Girish Chandra Chaturvedi, Chairman
    
11.05:1
  
  

    
Pradeep Kumar Sinha2
    
0.58:1
  
  

    
Hari L. Mundra
    
11.56:1
  
  

    
S. Madhavan
    
10.37:1
  
  

    
Neelam Dhawan
    
8.33:1
  
  

    
Radhakrishnan Nair
    
9.86:1
  
  

    
B. Sriram
    
12.58:1
  
  

    
Uday Chitale
    
9.52:1
  
  

    
Vibha Paul Rishi
    
7.99:1
  
  

    
Executive Directors
    

  
  

    
Sandeep Bakhshi, Managing Director & CEO
    
120:1
  
  

    
Sandeep Batra
    
104:1
  
  

    
Rakesh Jha
    
104:1
  
  

    
Ajay Kumar Gupta3
    
104:1
  
  

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

  
  

    
Sandeep Bakhshi, Managing Director & CEO
    
4%
  
  

    
Sandeep Batra, Executive Director
    
4%
  
  

    
Rakesh Jha, Executive Director
    
4%
  
  

    
Ajay Kumar Gupta, Executive Director4
    
10%
  
  

    
Anindya Banerjee, Group Chief Financial Officer
    
5%
  
  

    
Prachiti Lalingkar, Company Secretary
    
30%
  


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

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

(v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration;
The average percentage increase made in the salaries of total employees
other than the Key Managerial Personnel for fiscal 2024 was around 13%, while the average
increase in the remuneration of the Key Managerial Personnel was in the range of 4%- 30%4.

(vi) Affirmation that the remuneration is as per the remuneration
policy of the company.
Yes
Notes:
1 The Independent Directors of the Bank including Chairman receive
sitting fees for attending each Meeting of the Board/Committee as approved by the Board.
The ratio of remuneration as stated in point (i) above is calculated after considering
sitting fees and fixed remuneration paid during fiscal 2024. The Board at its meeting held
on February 15-17, 2024 and the Members through Postal Ballot on May 14, 2024 approved the
increase in fixed remuneration payable to Non-executive Directors (excluding Part-time
Chairman and Director nominated by Government of India) from Rs. 2,000,000 per annum to
Rs. 3,000,000 per annum with effect from February 10, 2024, subject to the approval of
Members. The differential remuneration for the period with effect from February 10, 2024
till March 31, 2024 has been paid to the Non-executive Directors (other than Part-time
Chairman) in fiscal 2025.
2 Director with effect from February 17, 2024.
3 The ratios are computed on annualized remuneration in the capacity of
Executive Director, which was effective March 15, 2024 for AJay Kumar Gupta.
4 AJay Kumar Gupta was appointed as Executive Director of the Bank
effective March 15, 2024 with the salary increase of 108%.
5 Anup Bagchi's last working day with the Bank was April 30, 2023.
The ratio of his annualized remuneration to the median remuneration of the employees was
104:1 and the percentage increase in his remuneration was 4%.

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

(b) List of SMP as on March 31, 2024
Anindya Banerjee (Group Chief Financial Officer), Anish Madhavan (Group
Chief Internal Auditor and Head Financial Crime Prevention), Anubhuti Sanghai (Head -
Transaction Banking, Supply Chain Finance and Retail Trade Products), Anuj Bhargava (Head
- Global Clients Group, Multi National Clients, Public Sector Undertaking and Advisory),
Atul Arora (Head - Assets, Priority Sector Lending and Debt Service Management Group),
Atul Kumar (Head - Payment Operations Group), Balaji V.V. (Chief Technology Officer),
Bijith Bhaskar (Head - Cards, Payment Solutions, E-Commerce Ecosystem, Merchant Ecosystem
and Consumer Finance), Divyesh Shah (Head - Operations Innovation, Digitisation, Analytics
and Customer Relationship Management), G Srinivas (Chief Risk Officer), Hitesh Sachdev
(Head - Start Up Engagement and Investments), Manish Maheshwari (Head - Treasury &
Securities Services Group), Nilanjan Sinha (General Counsel), Pankaj Kohli (Head -
Business Credit and Credit Policy - Business Banking), Partha Dey (Head - Services Sector;
Retail Structured Finance and Financial Institutions Group), Prachiti Lalingkar (Company
Secretary), Pramod Dubey (Head - Assets & Liabilities Operations), Pranav Mishra (Head
- Customer 360, Deposits Products, Business & Service Centre Processes &
Compliance, Marketing & Alliances and ATM), Prasanna Balachander (Group Head - Global
Markets - Sales, Trading and Research), Pravendra Shah (Chief of Internal Vigilance),
Rajesh Iyer (Head - Private Banking), Rajesh Rai (Business Head - Retail and Business
Banking), Rohit Poddar (Head - Retail Credit & Credit Policy - Retail Banking and
Mortgage Valuation Group), Sanjay Singhvi (Head - Trust Association Societies & Clubs
and Government Banking Group), Shamala Potnis (Head - Central Reconciliation), Sidharatha
Mishra (Head - Wealth, Digital Channels & Partnerships and Customer Service), Sriram
Hariharan (Head - International Banking Group, Global Remittances and NRI Services), Subir
Saha (Group Chief Compliance Officer), Sujit Ganguli (Head - Corporate Brand and
Communications), Sumit Sanghai (Head - Large Clients Group, Capital Markets, Construction
Realty & Funding Group, Asset Evaluation & Monetization, Custody and Financial
Sponsors), Swanandi Phalnikar (Head - Trade Finance Operations Group), T K Srirang (Group
Chief Human Resources Officer and Head Infrastructure Management & Services Group),
Vikas Agarwal (Head - Financial Sponsors and Syndications), Vikas Singhvi (Head - Retail
Remittance and International Operations), Vyom Upadhyay (Head - Data Science and
Analytics).

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

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

  

    
Name of Member
    
Number of meetings attended
  
  

    
Girish Chandra Chaturvedi, Chairman (upto June 30,
    2024)
    
4/4
  
  

    
Pradeep Kumar Sinha (w.e.f. February 23, 2024)
    
-
  
  

    
Radhakrishnan Nair
    
4/4
  
  

    
Uday Chitale
    
4/4
  
  

    
Vibha Paul Rishi
    
4/4
  
  

    
Anup Bagchi (upto April 30, 2023)
    
1/1
  
  

    
Rakesh Jha (w.e.f. May 1, 2023)
    
3/3
  

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

Details about the policy developed and implemented by the Company on
CSR initiatives taken during the year
ICICI Bank has a long-standing commitment towards socio-economic
development through CSR initiatives. The CSR Policy sets the framework guiding the CSR
activities to be undertaken. The CSR activities are primarily in the areas of healthcare,
environment and ecology, sustainable livelihoods and skilling, social interventions
including financial literacy, social awareness and other activities as may be permitted
under applicable law. The activities are implemented either directly or through the ICICI
Foundation for Inclusive Growth.
The CSR policy was reviewed and updated in June 2024 to facilitate the
Bank's endeavour to take up multi-year CSR projects to make sustainable impact. The
CSR policy has been hosted on the website of the Bank at https://www.icicibank.com/
about-us/corporate-social-responsibility.
The Annual Report on the Bank's CSR activities is annexed herewith
as Annexure D.

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

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

  

    
Name of Member
    
Number of meetings attended
  
  

    
Sandeep Bakhshi, Chairman
    
31/31
  
  

    
Hari L. Mundra
    
29/31
  
  

    
B. Sriram
    
31/31
  
  

    
Rakesh Jha (w.e.f. May 1, 2023)
    
29/29
  
  

    
Anup Bagchi (upto April 30, 2023)
    
2/2
  


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

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

  

    
Name of Member
    
Number of meetings
    attended
  
  

    
Vibha Paul Rishi, Chairperson
    
4/4
  
  

    
Hari L. Mundra
    
4/4
  
  

    
Sandeep Bakhshi
    
3/4
  
  

    
Rakesh Jha
    
4/4
  


VII. Fraud Monitoring Committee Terms of Reference
The Committee monitors and reviews all the frauds involving an amount
of Rs. 10.0 million and above with the objective of identifying the systemic lacunae, if
any, that facilitated perpetration of the fraud and put in place measures to rectify the
same. The functions of this Committee include identifying the reasons for delay in
detection, if any, and reporting to top management of the Bank and RBI on the same. The
status of filing of complaint with law enforcement agencies and recovery position is also
monitored by the Committee. The Committee also ensures that staff accountability is
examined at all levels in all the cases of frauds and action, if required, is completed
quickly without loss of time. The role of the Committee is also to review the efficacy of
the remedial action taken to prevent recurrence of frauds, such as strengthening of
internal controls.

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

  

    
Name of Member
    
Number of meetings attended
  
  

    
Radhakrishnan Nair, Chairman
    
6/6
  
  

    
S. Madhavan
    
6/6
  
  

    
Neelam Dhawan
    
6/6
  
  

    
Sandeep Bakhshi
    
6/6
  
  

    
Rakesh Jha
    
6/6
  


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

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

  

    
Name of Member
    
Number of meetings attended
  
  

    
B. Sriram, Chairman
    
5/5
  
  

    
Neelam Dhawan
    
5/5
  
  

    
Anup Bagchi (upto April 30, 2023)
    
1/1
  
  

    
Sandeep Batra
    
5/5
  
  

    
Rakesh Jha (w.e.f. May 1, 2023)
    
4/4
  


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

Composition
There were eight meetings of the Committee during the year April 21,
2023, June 9, 2023, June 23, 2023, July 20, 2023, October 20, 2023, January 19, 2024,
February 9, 2024 and March 22, 2024.
The details of the composition of the Committee and attendance at its
meetings held during the year are set out in the following table:

  

    
Name of Member
    
Number of meetings attended
  
  

    
S. Madhavan, Chairman
    
8/8
  
  

    
Girish Chandra Chaturvedi (upto June 30, 2024)
    
8/8
  
  

    
Pradeep Kumar Sinha (w.e.f. February 23, 2024)
    
1/1
  
  

    
Vibha Paul Rishi
    
8/8
  
  

    
Sandeep Batra
    
8/8
  


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

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

  

    
Name of Member
    
Number of meetings attended
  
  

    
Hari L. Mundra, Chairman
    
4/4
  
  

    
Uday Chitale
    
4/4
  
  

    
Sandeep Batra
    
4/4
  

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

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

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

XII. Separate Meeting of Independent Directors
During the year, the Independent Directors met on April 22, 2023 inter
alia to review the matters statutorily prescribed under the Companies Act, 2013 and the
SEBI Listing Regulations.

XIII. Other Committees
A meeting of the Committee comprising of all the Independent Directors
of the Bank was held on June 29, 2023. The Committee recommended to the Board of Directors
of the Bank, the draft scheme of arrangement for delisting of ICICI Securities under
Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 and making ICICI Securities a wholly owned subsidiary of the Bank.
I n addition to the above, the Board has from time to time constituted
various committees, namely, Committee of Executive Directors, Executive Investment
Committee, Asset Liability Management Committee, Committee for Identification of Wilful
Defaulters/Non Co-operative Borrowers, Committee of Senior Management (comprising certain
wholetime Directors and Executives), Committee of Executives, Compliance Committee, Group
Risk Management Committee, Process Approval Committee, Outsourcing Committee, Operational
Risk Management Committee, Vigilance Committee, Product Governance Forum and other
committees. These committees are responsible for specific areas like asset liability
management, approval/renewal of credit proposals, review of group risk management
framework, approval of products and processes and management of operational risk, etc.,
under authorisation/supervision of the Board and its committees.

XIV.General Body Meetings Annual General Meetings
The details of General Body Meetings held in the last three years are
given below:

  

    
General Body Meeting
    
Day, Date
    
Time
    
Venue
  
  

    
Twenty-Ninth Annual General Meeting
    
Wednesday, August 30, 2023
    
2:00 p.m.
    
Meeting held through Video Conferencing/ Other Audio Visual
    Means
  
  

    
Twenty-Eighth Annual General Meeting
    
Tuesday, August 30, 2022
    
3:00 p.m.
    
Meeting held through Video Conferencing/ Other Audio Visual
    Means
  
  

    
Twenty-Seventh Annual General Meeting
    
Friday, August 20, 2021
    
3:00 p.m.
    
Meeting held through Video Conferencing/ Other Audio Visual
    Means
  

The details of the Special Resolutions passed at the Annual General
Meetings held in the year 2023 and 2022 are given below:

  

    
General Body Meeting
    
Day, Date
    
Resolutions
  
  

    
Twenty-Ninth Annual General Meeting
    
Wednesday, August 30, 2023
    
• Re-appointment of Hari L. Mundra (DIN: 00287029) as an
    Independent Director of the Bank
  
  

    

    

    
• Re-appointment of B. Sriram (DIN: 02993708) as an
    Independent Director of the Bank
  
  

    

    

    
• Re-appointment of S. Madhavan (DIN: 06451889) as an
    Independent Director of the Bank
  
  

    
Twenty-Eighth Annual General Meeting
    
Tuesday, August 30, 2022
    
• Re-appointment of Neelam Dhawan (DIN: 00871445) as an
    Independent Director of the Bank
  
  

    

    

    
• Re-appointment of Uday Chitale (DIN: 00043268) as an
    Independent Director of the Bank
  
  

    

    

    
• Re-appointment of Radhakrishnan Nair (DIN: 07225354)
    as an Independent Director of the Bank
  
  

    

    

    
• Approval and adoption of ‘ICICI Bank Employees
    Stock Unit Scheme - 2022'
  
  

    

    

    
• Approval of grant of Units to the eligible employees
    of select unlisted wholly owned subsidiaries under ‘ICICI Bank Employees Stock Unit
    Scheme - 2022'
  

No Special Resolution was passed at the Twenty-Seventh Annual General
Meeting held on Friday, August 20, 2021.

National Company Law Tribunal (NCLT) Convened Meeting
In accordance with the order dated January 18, 2024 passed by the
Hon'ble NCLT, Ahmedabad Bench, the Meeting of Equity Shareholders of the Bank was
convened on March 27, 2024, through Video Conference/Other Audio Visual Means, to consider
and approve, the Scheme of Arrangement amongst the Bank and ICIG Securities and their
respective shareholders for delisting of equity shares of ICICI Securities by issuing
equity shares of the Bank to the public shareholders of ICICI Securities in lieu of
cancellation of their equity shares in ICICI Securities.
The Bank had extended the remote e-voting facility for its equity
shareholders, to enable them to cast their votes electronically. Further, the e-voting
facility during the Meeting was also available for those equity shareholders, who were
present in the Meeting and had not cast their vote through remote e-voting and were
otherwise not barred from doing so.
Vinita Nair of Vinod Kothari & Company, Practicing Company
Secretaries, Scrutinizer submitted her report on March 27, 2024. Basis the consolidated
Scrutinizer's Reports, the resolution approving the said Scheme of Arrangement was
passed by the Equity Shareholders:
• with requisite statutory majority under Section 230 of the
Companies Act, 2013;
• with requisite statutory majority of Public Shareholders under
Regulation 37 of the Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021; and
• with requisite statutory majority of Public Shareholders under
the Master Circular on
(i) Scheme of Arrangement by Listed Entities and
(ii) Relaxation under Sub-rule (7) of rule 19 of the Securities
Contracts (Regulation) Rules, 1957 dated June 20, 2023.
The Scrutinizer Reports and the Voting results of the said Meeting are
available on the website of the stock exchanges and website of the Bank.

Postal Ballot
No resolution was passed through postal ballot during fiscal 2024.
In accordance with the applicable provisions of the Companies Act, 2013
read with rules made thereunder and the General Circulars issued by the Ministry of
Corporate Affairs, approval of the Members was sought vide Postal Ballot Notice dated
April 5, 2024 by way of electronic voting (‘remote e-voting') on the following
Resolutions:
1. Special Resolution for appointment of Mr. Pradeep Kumar Sinha (DIN:
00145126) as an Independent Director with effect from February 17, 2024;
2. Ordinary Resolution for compensation payable to Pradeep Kumar Sinha
(DIN: 00145126) as Non-Executive Part-time Chairman with effect from July 1, 2024 or the
date of approval from Reserve Bank of India, whichever is later;
3. Ordinary Resolution for revision in compensation in the form of
fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman
and the Director nominated by the Government of India);
4. Ordinary Resolution for revision in fixed remuneration of Girish
Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part-time) Chairman; and
5. Ordinary Resolution for appointment of Ajay Kumar Gupta (DIN:
07580795) as a Director and Whole-time Director (designated as Executive Director) with
effect from March 15, 2024 and payment of remuneration to him.
Vinita Nair of Vinod Kothari & Company, Practicing Company
Secretaries, Scrutinizer submitted her report on May 15, 2024. Basis the consolidated
Scrutinizer's report, all the above resolutions were passed with requisite majority
on May 14, 2024 (being the last date of remote e-voting).
The Scrutinizer Report and the Voting results of the said Meeting are
available on the website of the stock exchanges and website of the Bank.
None of the businesses proposed to be transacted at the ensuing AGM
require passing of resolution through postal ballot.

XV. Disclosures
1. There are no materially significant transactions with related
parties i.e., directors, management, subsidiaries, or relatives conflicting with the
Bank's interests. The Bank has no promoter.
2. Details of non-compliance by the Bank, penalties or strictures
imposed on the Bank by stock exchanges or SEBI or any statutory authority, on any matter
relating to capital markets, during the last three years are detailed as under:
(i) SEBI issued administrative warning letter dated March 30, 2024 in
respect of the observations identified during the inspection of Depository Participant
(DP) activities for the following observations:
a. In one instance, bank account was not updated in back-office system.
b. I n one instance of Delivery Instruction Slip (DIS) issuance, DP has
issued DIS booklet to client on April 17, 2023 but same was not entered in Depository
Participant Module system.
The Bank vide its letter dated April 6, 2024 to SEBI, has submitted
action taken report on the observations made by SEBI. Further, as advised by SEBI, the
aforementioned letter from SEBI along with inspection findings and the corrective steps
taken by the Bank were placed before the Board of Directors in its meeting held on April
27, 2024. The Board noted the steps taken by the Bank and advised to ensure compliance
with the instructions issued by SEBI. The same was informed to SEBI by the Bank vide
letter dated May 30, 2024.
(ii) BSE and NSE had levied a fine of Rs. 11,800 each for delay in
submitting the notice of record date in one instance under Regulation 60(2) of the SEBI
Listing Regulations. The Bank paid fines to both the stock exchanges and filed for waiver
of the fine. BSE and NSE vide its communication dated March 31, 2023 and May 15, 2023
respectively, waived the fine.
(iii) SEBI issued an administrative warning on March 2, 2023 for
collection of registration fees in advance before registration of Common Application Form
(CAF) and collection of balance fees in case of re-categorization of FPI category and
non-updation of operational manual with specific section to deal with specific entities.
The Bank has submitted its action taken report to SEBI. Further, the Board of Directors
noted the steps taken by the Bank and advised to ensure timely compliance with the
instruction issued by SEBI. The same was informed to SEBI.
(iv) SEBI issued an administrative warning on October 14, 2022 for
failure to transfer amounts pertaining to written off securities to the Investor
Protection and Education Fund within prescribed timelines and delay in updation of
Operational Manual after issuance of Regulations/Guidelines. The Bank placed the same
alongwith corrective measures before the Board and also submitted the responses to SEBI.
(v) SEBI issued an administrative warning on December 3, 2021 with
regard to erroneous submission of monthly Assets Under Custody data to National Securities
Depository Limited. The communication received from SEBI and additional corrective action
taken by Bank was placed before the Board of Directors of the Bank. The Board took note of
the controls implemented and advised to follow the same diligently and the same was
informed to SEBI.
3. In terms of the Whistle Blower Policy of the Bank, no employee of
the Bank has been denied access to the Audit Committee.
4. Being a banking company, the disclosures relating to deposits as
required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014, read with
Sections 73 and 74 of the Companies Act, 2013, are not applicable to the Bank.
5. There is no application or proceeding pending against the Bank under
the Insolvency and Bankruptcy Code, 2016 during the year under review.
6. There was no instance of one-time settlement with any other Bank or
financial institution during the year under review.

XVI. MEANS OF COMMUNICATION
It is ICICI Bank's belief that all stakeholders should have access
to information regarding its position to enable them to accurately assess its future
potential. ICICI Bank disseminates information on its operations and initiatives on a
regular basis. ICICI Bank‘s website www.icicibank.com serves as a key awareness
facility for all its stakeholders, allowing them to access information at their
convenience. It provides comprehensive information on ICICI Bank's strategy,
financial performance, operational performance and the latest press releases.
ICICI Bank's investor relations personnel respond to specific
queries and play a proactive role in disseminating information to both analysts and
investors. In accordance with SEBI and Securities Exchange Commission (SEC) guidelines,
all information which could have a material bearing on ICICI Bank's share price is
released through leading domestic and global wire agencies. The information is also
disseminated to the NSE, BSE, New York Stock Exchange (NYSE), SEC, Singapore Stock
Exchange, Japan Securities Dealers Association and SIX Swiss Exchange Ltd. from time to
time.
The financial and other information and the various compliances as
required/prescribed under the SEBI Listing Regulations are filed electronically with
NSE/BSE and are also available on their respective websites in addition to the Bank's
website.
ICICI Bank's quarterly financial results are published in
Financial Express and Vadodara Samachar. The financial results, official news releases,
earnings call transcripts, audio recording and presentations are also available on the
Bank's website.
The Management's Discussion & Analysis forms part of the
Annual Report.

General Shareholder Information

  

    
Annual General Meeting
    
Day, Date
    
Time
  
  

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


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

Record Date : August 12, 2024

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

Listing of equity shares/ADSs/Bonds on Stock Exchanges

  

    
Stock Exchange
    
Code for ICICI Bank
  
  

    
BSE Limited (Equity) Phiroze Jeejeebhoy Towers, Dalal Street,
    Mumbai 400 001
    
532174 & 6321741
  
  

    
National Stock Exchange of India Limited (Equity) Exchange
    Plaza, Bandra-Kurla Complex, Mumbai 400 051
    
ICICIBANK
  
  

    
New York Stock Exchange (ADSs)2 11, Wall Street, New York, NY
    10005, United States of America
    
IBN
  

1 Fll segment of BSE
2 Each ADS of ICICI Bank represents two underlying equity shares
The bonds issued in domestic market comprised privately placed bonds as
well bonds issued via public issues which are listed on BSE/NSE.
ICIG Bank has paid annual listing fees for the relevant periods to BSE
and NSE where its equity shares/ bonds are listed and NYSE where its ADSs are listed.

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

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

  

    
Month
    
BSE
    
NSE
    
Total Volume on BSE and
    NSE
  
  

    

    
High (?)
    
Low (?)
    
Volume
    
High (?)
    
Low (?)
    
Volume
    

  
  

    
April-23
    
918.50
    
868.30
    
3,734,903
    
918.35
    
868.45
    
477,530,514
    
481,265,417
  
  

    
May-23
    
954.60
    
921.25
    
5,087,937
    
954.30
    
921.70
    
400,248,418
    
405,336,355
  
  

    
June-23
    
947.25
    
922.85
    
4,079,529
    
946.75
    
923.15
    
315,849,797
    
319,929,326
  
  

    
July-23
    
998.05
    
942.00
    
7,218,546
    
998.30
    
942.55
    
373,788,451
    
381,006,997
  
  

    
August-23
    
995.10
    
950.95
    
8,585,667
    
994.55
    
950.65
    
419,882,175
    
428,467,842
  
  

    
September-23
    
992.35
    
942.70
    
5,493,885
    
992.45
    
942.60
    
321,389,248
    
326,883,133
  
  

    
October-23
    
954.95
    
909.15
    
9,883,920
    
954.25
    
908.65
    
210,597,432
    
220,481,352
  
  

    
November-23
    
948.35
    
914.40
    
8,953,654
    
948.10
    
914.05
    
250,222,994
    
259,176,648
  
  

    
December-23
    
1,037.10
    
946.35
    
12,963,103
    
1,037.40
    
946.70
    
337,503,340
    
350,466,443
  
  

    
January-24
    
1,029.45
    
979.30
    
17,537,414
    
1,029.05
    
979.75
    
419,667,168
    
437,204,582
  
  

    
February-24
    
1,063.65
    
989.60
    
8,805,282
    
1,062.70
    
989.30
    
275,645,002
    
284,450,284
  
  

    
March-24
    
1,096.80
    
1,076.95
    
15,766,553
    
1,097.10
    
1,076.85
    
351,930,258
    
367,696,811
  

The reported high and low closing prices and volume of ADSs of ICICI
Bank traded during fiscal 2024 on the NYSE are given below:

  

    
Month
    
High (USD)
    
Low (USD)
    
Number of ADS traded
  
  

    
April-23
    
22.75
    
21.37
    
86,158,700
  
  

    
May-23
    
23.08
    
22.45
    
77,704,900
  
  

    
June-23
    
23.11
    
22.60
    
82,153,525
  
  

    
July-23
    
24.66
    
22.96
    
73,859,355
  
  

    
August-23
    
24.50
    
22.82
    
91,903,102
  
  

    
September-23
    
24.03
    
22.74
    
78,290,525
  
  

    
October-23
    
23.06
    
22.04
    
91,908,554
  
  

    
November-23
    
22.84
    
22.12
    
115,404,498
  
  

    
December-23
    
24.69
    
22.97
    
112,969,000
  
  

    
January-24
    
24.47
    
23.16
    
170,193,064
  
  

    
February-24
    
25.96
    
23.58
    
103,023,672
  
  

    
March-24
    
26.48
    
25.82
    
108,870,218
  

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

Share Transfer System, Dematerilisation of Shares and Liquidity
As per the SEBI mandate, securities of listed companies can be
transferred/traded only in dematerialised form. In view of this and to eliminate all risks
associated with physical shares and for ease of portfolio management, Members holding
shares in physical form are requested to consider converting their holdings to
dematerialised form. The Bank's equity shares are actively traded on the stock
exchanges.
As required under Regulation 40(9) of the SEBI Listing Regulations, a
certificate is obtained from a practicing Company Secretary and filed with BSE and NSE,
where the equity shares of ICICI Bank are listed.
In terms of Regulation 76 of the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018 and SEBI Circular No.
D&CC/FITTC/CIR-16/2002 dated December 31, 2002, as amended vide Circular No.
CIR/MRD/DP/30/2010 dated September 6, 2010 an audit is conducted on a quarterly basis, for
the purpose of, inter alia, reconciliation of the total admitted equity share capital with
the depositories and in the physical form with the total issued/paid up equity share
capital of ICICI Bank. Audit Reports issued in this regard are placed before the
Stakeholders Relationship Committee and filed with BSE and NSE, where the equity shares of
ICICI Bank are listed.

Registrar and Transfer Agents
KFin Technologies Limited is the Registrar & Transfer Agent (R
& T Agent) for equity shares of ICICI Bank. Investor services related
queries/requests/grievances for equity shares may be directed to C Shobha Anand at the
following address:
KFin Technologies Limited
Unit: ICICI Bank Limited
Selenium Building, Tower-B
Plot No. 31 & 32, Financial District
Nanakramguda, Serlingampally
Hyderabad 500 032, Rangareddy
Telangana, India
Tel. No.: +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 the Bank. Investor services related queries/requests/grievances for bonds/
debentures may be directed to Vijay Singh Chauhan at the following address:
3i Infotech Limited
International Infotech Park, Tower # 5, 3rd 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-infotech.com/investors/

Queries relating to the operational and financial performance of ICICI
Bank may be addressed to:
Anindya Banerjee/Abhinek Bhargava
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +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, 2nd Floor, SW 29
    
Universal Insurance Building
  
  

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

    
Dadar West, Mumbai 400 028
    
Fort, Mumbai 400 001
  
  

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

    
debenturetrustee@axistrustee.com
    
itsl@idbitrustee.com
  

The details are available on the website of the Bank at
https://www.icicibank.com/PRrsonal-Banking/invRstments/ icici-bank-bonds/index.pagR.

Bank's Customer Service
The Bank enables customers to avail of services through multiple
channels.
• iMobile Pay: Seek resolution using the iPAL chat bot.
• Website: Register a request on the Bank's website. For
details, https://www.icicibank.com/personal-banking/
insta-banking/internet-banking/list-of-servicR-requests
• Customer care: Connect with us over the phone. To know more,
visit https://www.icicibank.com/customer-care?ITM=nli cms CONTACT US customer care menu
navigation
• Email: Write to us at customer.care@icicibank.com
• Branch: Visit our branch for resolution. Alternative, drop
queries/feedback in the drop box at branches.

Information on Shareholding
Shareholding pattern of ICICI Bank at March 31, 2024

  

    
Shareholder Category
    
No. of Shares
    
% holding
  
  

    
Deutsche Bank Trust Company Americas (Depositary for ADS
    holders)
    
1,374,664,201
    
19.58
  
  

    
FIIs/FPIs
    
2,528,698,726
    
36.01
  
  

    
Insurance Companies
    
670,665,487
    
9.55
  
  

    
Bodies Corporate (includes Government Companies, Clearing
    Members, Banks and Financial Institutions)
    
84,843,885
    
1.21
  
  

    
Mutual Funds
    
1,678,991,546
    
23.91
  
  

    
Individuals (includes HUF, Trusts, NRI)
    
456,447,048
    
6.50
  
  

    
NBFCs Registered with RBI
    
13,615,190
    
0.19
  
  

    
Provident Funds/Pension Funds
    
156,145,413
    
2.22
  
  

    
Alternate Investment Fund
    
41,343,838
    
0.59
  
  

    
Investor Education and Protection Fund
    
8,875,168
    
0.13
  
  

    
Others (includes Foreign Banks, Foreign Companies, Foreign
    Nationals etc.)
    
8,045,141
    
0.11
  
  

    
Total
    
7,022,335,643
    
100.00
  


Shareholders of ICICI Bank with more than one percent holding (PAN
based) at March 31, 2024

  

    
Name of the Shareholder
    
No. of Shares
    
% holding
  
  

    
Deutsche Bank Trust Company Americas*
    
1,374,664,201
    
19.58
  
  

    
SBI Mutual Fund
    
403,067,084
    
5.74
  
  

    
Life Insurance Corporation of India
    
395,845,579
    
5.64
  
  

    
ICICI Prudential Mutual Fund
    
253,779,280
    
3.61
  
  

    
HDFC Mutual Fund
    
194,958,823
    
2.78
  
  

    
Government of Singapore
    
178,441,181
    
2.54
  
  

    
NPS Trust
    
156,145,413
    
2.22
  
  

    
UTI Mutual Fund
    
134,253,686
    
1.91
  
  

    
Nippon Life India Mutual Fund
    
104,008,735
    
1.48
  
  

    
SBI Life Insurance Company Limited
    
89,523,653
    
1.27
  
  

    
Aditya Birla Sun Life Mutual Fund
    
80,680,613
    
1.15
  
  

    
Government Pension Fund Global
    
75,410,144
    
1.07
  
  

    
Kotak Mutual Fund
    
73,435,503
    
1.05
  

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

Distribution of shareholding of ICICI Bank at March 31, 2024

  

    
Range - Shares
    
No. of Folios
    
%
    
No. of Shares
    
%
  
  

    
1 - 5,000
    
1,850,055
    
98.75
    
244,000,021
    
3.47
  
  

    
5,001 - 10,000
    
11,753
    
0.63
    
40,652,980
    
0.58
  
  

    
10,001 - 20,000
    
5,163
    
0.28
    
35,919,307
    
0.51
  
  

    
20,001 - 30,000
    
1,603
    
0.08
    
19,643,006
    
0.28
  
  

    
30,001 - 40,000
    
758
    
0.04
    
13,271,501
    
0.19
  
  

    
40,001 - 50,000
    
446
    
0.02
    
10,070,142
    
0.14
  
  

    
50,001 - 100,000
    
995
    
0.05
    
35,576,217
    
0.51
  
  

    
100,001 & Above
    
2,739
    
0.15
    
6,623,202,469
    
94.32
  
  

    
Total
    
1,873,512
    
100.00
    
7,022,335,643
    
100.00
  


Details of shares held in Demat and Physical form at March 31, 2024

  

    
Mode of holding
    
No. of Shares
    
%
  
  

    
Demat
    
7,010,837,674
    
99.84
  
  

    
Physical
    
11,497,969
    
0.16
  
  

    
Total
    
7,022,335,643
    
100.00
  


Details of shares/convertible instruments held by Non-executive
Directors
As on March 31, 2024, S. Madhavan and Vibha Paul Rishi (as joint
holder) held 4,000 and 330 equity shares of Rs. 2.00 each respectively.

Disclosure with respect to shares lying in suspense account
The Bank has been transferring the shares lying unclaimed to the
eligible shareholders as and when the request for the same has been received after proper
verification. During the fiscal 2024, the Bank had processed requests received from three
shareholders holding 236 shares and accordingly the said shares were transferred from the
suspense account. As on March 31, 2024, 93,202 shares held by 464 shareholders remained
unclaimed in the suspense account.
The voting rights on the shares lying in suspense account are frozen
till the rightful owner of such shares claims the shares.

Transfer of unclaimed dividend and shares to Investor Education &
Protection Fund (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies
Act, 2013, during fiscal 2024, dividend amount of Rs. 73.32 million remaining unclaimed
for a period of seven years from the date of its transfer to the Unpaid Dividend Accounts
of the Company has been transferred to the IEPF.
Pursuant to Section 124(6) of the Companies Act, 2013 read with the
Investor Education & Protection Fund Authority (Accounting, Audit, Transfer &
Refund) Rules, 2016, during fiscal 2024, 709,546 equity shares in respect of which the
dividend has not been claimed for seven consecutive years have been transferred to the
designated demat account of the IEPF Authority.
The unclaimed dividend and the equity shares transferred to IEPF can be
claimed by making an application in the prescribed form to IEPF.
Members who have not yet encashed their dividend warrant(s) for the
financial year ended March 31, 2018 and/or subsequent years are requested to submit their
claims to KFin Technologies Limited without any delay.
The details of Nodal Officer and Deputy NodaI Officers appointed under
the provisions of IEPF are available on the website of the Bank at https://www.icicibank.
com/about-us/invest-relations/unpaid-unclaimed- dividend.

Outstanding GDRs/ADSs/Warrants or any Convertible instruments,
conversion date and likely impact on equity
ICICI Bank has 687.33 million ADS (equivalent to 1,374.66 million
equity shares) outstanding, which constituted 19.58% of ICICI Bank's total equity
capital at March 31, 2024. There are no other convertible instruments outstanding as on
March 31, 2024.

Commodity price risk or foreign exchange risk and hedging activities
The foreign exchange risk position including bullion is managed within
the net overnight open position limit approved by the Board of Directors. The foreign
currency assets of the Bank are primarily floating rate linked assets. Wholesale liability
raising for foreign currencies takes place in USD or other currencies through bond
issuances, bilateral loans and syndicated/club loans as well as refinance from Export
Credit Agencies which may be at a fixed rate or floating rate linked. In case of fixed
rate long-term wholesale fund raising in USD, the interest rate risk is generally hedged
through interest rate swaps wherein the Bank effectively moves the interest payments to a
floating rate index in order to match the asset profile. In case of fund raising in
non-USD currencies, the foreign exchange risk is hedged through foreign exchange swaps or
currency interest rate swaps.
The extant RBI guidelines do not allow AD Category I Banks to take any
market positions in commodity related activities. However, the extant guidelines allows
Bank to import gold and silver in line with the RBI license and selling of imported
gold/silver on outright basis to domestic clients or providing gold metal loan to
jewellery manufacturers. ICICI Bank provides pricing and hedging of Gold Metal Loan to
jewellery customers and such exposures are covered on a back-to-back basis with gold
suppliers.
In view of the above, the disclosure pursuant to the SEBI Circular No.
SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated November 15, 2018 is not required to be
given.

Plant Locations - Not applicable

Address for Correspondence
Prachiti Lalingkar
Company Secretary
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +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 subregulation (2) of Regulation 46 of the SEBI Listing
Regulations.
The Bank has also complied with the discretionary requirements such as
maintaining a separate office for the Chairman at the Bank's expense, ensuring
financial statements with unmodified audit opinion, separation of posts of Chairman and
Chief Executive Officer and reporting of internal auditor directly to the Audit Committee.

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

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

SHARE BASED EMPLOYEE BENEFITS SCHEME(S)
(a) ICICI Bank Employees Stock Option Scheme - 2000
I CICI Bank has an Employees Stock Option Scheme - 2000 (Scheme 2000)
which was instituted in fiscal 2000 to enable the employees and Wholetime Directors of
ICICI Bank and its subsidiaries to participate in future growth and financial success of
the Bank. The Scheme 2000 aims at achieving the twin objectives of aligning employee
interest to that
of the shareholders and retention. Through employee stock option
grants, the Bank seeks to foster a culture of long-term sustainable value creation. The
Scheme 2000 is in compliance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE
Regulations). The options are granted by BGRNC and noted/approved by the Board as the case
maybe.
The Scheme 2000 was initially approved by the Members at their meeting
held on February 21, 2000 and amended from time to time.
The Bank has upto March 31, 2024 granted (net of lapsed) 625.52 million
stock options from time to time aggregating to 8.91% of the issued equity capital of the
Bank at March 31, 2024. As per the Scheme 2000, as amended from time to time, the maximum
number of options granted to any employee/Director in a year is limited to 0.05% of ICICI
Bank's issued equity shares at the time of the grant, and the aggregate of all such
options is limited to 10% of ICICI Bank's issued equity shares on the date of the
grant (equivalent to 702.23 million shares of face value Rs. 2.00 each at March 31, 2024).
Particulars of options granted by ICICI Bank as on March 31, 2024 are
given below:

  

    
Number of options outstanding1 at the beginning of the year
    
225,025,803
  
  

    
Number of options granted during the year
    
14,635,600
  
  

    
Number of options forfeited/ lapsed during the year
    
1,410,025
  
  

    
Number of options vested during the year
    
25,931,860
  
  

    
Number of options exercised during the year
    
39,519,912
  
  

    
Number of shares arising as a result of exercise of options
    
39,519,912
  
  

    
Money realised by exercise of options during the year (?)
    
11,708,674,581
  
  

    
Number of options outstanding1 at the end of the year
    
198,731,466
  
  

    
Number of options exercisable at the end of the year
    
159,296,026
  

1 options granted less exercised less lapsed

(b) ICICI Bank Employees Stock Unit Scheme - 2022
The Board of Directors of ICICI Bank at its meeting held on June 28,
2022, approved the adoption of Employees Stock Unit Scheme - 2022 (Scheme 2022). The
Scheme 2022 was approved by the Members at the Annual General Meeting held on August 30,
2022.
The key objectives of the Scheme 2022 are to deepen the co-ownership
amongst the (i) mid level and frontline managers, and (ii) employees of Bank's select
unlisted wholly owned subsidiaries with the following key considerations:
i. to enable employees' participation in the business as an active
stakeholder to usher in an ‘Owner-Manager' culture and to act as a retention
mechanism;
ii. to enhance motivation of employees; and
iii. to enable employees to participate in the long term growth and
financial success of the Bank.
The Scheme 2022 is in compliance with the SEBI SBEB & SE
Regulations.
Maximum of 100,000,000 units, shall be granted in one or more tranches
over a period of 7 years from the date of approval of the Scheme 2022 by the shareholders,
which shall entitle the unit holder one fully paid-up equity share of face value of Rs.
2.00 of the Bank (as adjusted for any changes in capital structure of the Bank) against
each unit exercised and accordingly, up to 100,000,000 equity shares of face value of Rs.
2.00 each shall be allotted to all eligible employees taken together under the Scheme
2022.
Units granted under the Scheme 2022 shall vest not later than the
maximum vesting period of 4 years. Exercise price shall be the face value of equity shares
of the Bank i.e. Rs. 2.00 for each unit (as adjusted for any changes in capital structure
of the Bank).
Units granted under the Scheme 2022 vest in a graded manner over a
three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from
the end of 13 months from the date of grant. Exercise period will not exceed five years
from date of vesting of units or such shorter period as may be determined by the BGRNC for
each grant.
Besides continuity of employment, vesting shall also be dependent on
achievement of certain corporate performance parameter(s) such as:
• Risk Calibrated Core Operating profit;
• Provision/asset quality;
• Other parameters, if any, as the Committee may determine
Particulars of units granted by ICICI Bank as on March 31, 2024 are
given below:

  

    
Number of units outstanding1 at the beginning of the year
    
Nil
  
  

    
Number of units granted during the year
    
4,419,670
  
  

    
Number of units forfeited/ lapsed during the year
    
228,860
  
  

    
Number of units vested during the year
    
2,700
  
  

    
Number of units exercised during the year
    
Nil
  
  

    
Number of shares arising as a result of exercise of units
    
Nil
  
  

    
Money realised by exercise of units during the year (?)
    
Nil
  
  

    
Number of units outstanding1 at the end of the year
    
4,190,810
  
  

    
Number of units exercisable at the end of the year
    
2,700
  

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

  

    
Particulars
    
Year ended March 31, 2023
    
Year ended March 31, 2024
  
  

    
Risk-free interest rate
    
5.99% to 7.37%
    
6.88% to 7.32%
  
  

    
Expected life
    
3.23 to 5.23 years
    
3.23 to 5.23 years
  
  

    
Expected volatility
    
34.79% to 38.98%
    
24.78% to 37.41%
  
  

    
Expected dividend yield
    
0.27% to 0.72%
    
0.56% to 0.85%
  

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

  

    
Particulars
    
Year ended March 31, 2024
  
  

    
Risk-free interest rate
    
6.82% to 6.94%
  
  

    
Expected term
    
1.58 to 3.58 years
  
  

    
Expected volatility
    
23.63% to 36.56%
  
  

    
Expected dividend yield
    
0.56%
  

The weighted average fair value, based on Black- Scholes model, of
options granted during the year ended March 31, 2024 was Rs. 340.59 (year ended March 31,
2023: Rs. 291.15) and of units granted during the year ended March 31, 2024 was Rs.
879.43. The weighted average exercise price of options granted during the year ended March
31, 2024 was Rs. 894.95 (year ended March 31, 2023: Rs. 747.92).
Risk free interest rates over the expected term of the option/units are
based on the government securities yield in effect at the time of the grant. The expected
term of an option/units is estimated based on the vesting term as well as expected
exercise behavior of the employees who receive the option/units. Expected exercise
behavior is estimated based on the historical stock option exercise pattern of the Bank.
Expected volatility during the estimated expected term of the option/units is based on
historical volatility determined based on observed market prices of the Bank's publicly
traded equity shares. Expected dividends during the estimated expected term of the
option/units are based on recent dividend activity.
The detailed disclosures as stipulated under Regulation 14 of the SEBI
SBEB & SE Regulations will be hosted on the website of the Bank at https://www.
icicibank.com/about-us/other-policies.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed, along with proper explanation relating to material
departures;
2. that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Bank at the end of the financial
year and of the profit of the Bank for that period;
3. that they have taken proper and sufficient care for the maintenance
of adequate accounting records, in accordance with the provisions of the Banking
Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank
and for preventing and detecting fraud and other irregularities;
4. that they have prepared the annual accounts on a going concern
basis;
5. that they have laid down internal financial controls to be followed
by the Bank and that such internal financial controls are adequate and were operating
effectively; and
6. that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

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

    

    
Girish Chandra Chaturvedi
  
  

    

    
Chairman
  
  

    
June 29, 2024
    
DIN:00110996