Your Directors have pleasure in presenting the Thirty-First Annual Report of ICICI Bank
Limited (ICICI Bank/the Bank) along with the audited financial statements for the year
ended March 31, 2025.
FINANCIAL HIGHLIGHTS
The financial performance for fiscal 2025 is summarised in the following table:
Rs in billion, except percentages |
Fiscal 2024 |
Fiscal 2025 |
% change |
Net interest income and non-interest income |
972.55 |
1,077.68 |
10.8% |
Operating expenses |
391.33 |
423.72 |
8.3% |
Core operating profit |
581.22 |
653.96 |
12.5% |
Provisions and contingencies (excluding tax) |
36.43 |
46.83 |
28.5% |
Profit before tax excluding treasury gains |
544.79 |
607.13 |
11.4% |
Treasury gains |
0.09 |
19.03 |
- |
Profit before tax |
544.88 |
626.16 |
14.9% |
Tax |
136.00 |
153.89 |
13.2% |
Profit after tax |
408.88 |
472.27 |
15.5% |
Rs in billion, except percentages |
Fiscal 2024 |
Fiscal 2025 |
% change |
Consolidated profit before tax and minority interest |
615.08 |
730.04 |
18.7% |
Consolidated profit after tax and minority interest |
442.56 |
510.29 |
15.3% |
DIVIDEND
Your Bank has a consistent dividend payment history. Your Bank's Dividend Distribution
Policy is based on the profitability and key financial metrics, capital position and
requirements and the regulations pertaining to the payment of dividend. The Board of
Directors has recommended a dividend of Rs 11.00 per equity share for the year ended March
31, 2025.
APPROPRIATIONS
The Bank has appropriated accumulated profit as follows:
Rs in billion |
Fiscal 2024 |
Fiscal 2025 |
Profit after tax |
408.88 |
472.27 |
Profit brought forward |
563.57 |
773.77 |
Accumulated profit (before appropriations) |
972.45 |
1,246.04 |
Appropriations: |
|
|
To Statutory Reserve |
102.22 |
118.07 |
To Special Reserve created and maintained in terms of Section 36(1) (viii) of the
Income Tax Act, 1961 |
30.21 |
31.00 |
To Capital Reserve |
0.33 |
0.07 |
To Investment Fluctuation Reserve1 |
9.93 |
2.58 |
To Revenue and other reserves |
- |
- |
Dividend paid on equity shares2 |
55.99 |
70.41 |
Balance carried over to balance sheet |
773.77 |
1,023.91 |
1 Represents an amount transferred to Investment Fluctuation Reserve (IFR) on net
profit on sale of available-for-sale (AFS) and Fair value through Profit and loss (FVTPL)
including held-for-trading (HFT) investments during the period. The amount not less than
the lower of net profit on sale of AFS and FVTPL (including HFT) category investments
during the year or net profit for the year less mandatory appropriations is required to be
transferred to IFR, until the amount of IFR is at least 2% of the AFS and FVTPL (including
HFT) portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS
and FVTPL (including HFT) portfolio.
2 Represents dividend declared for previous financial year and paid in current
financial year.
SHARE CAPITAL
During the year under review, the Bank allotted 42,832,398 equity shares of Rs 2.00
each pursuant to exercise of stock options under the ICICI Bank Employees Stock option
Scheme-2000 and 751,672 equity shares of Rs 2.00 each pursuant to exercise of stock units
under the ICICI Bank Employees Stock Unit Scheme-2022.
On March 26, 2025, the Bank allotted 56,008,117 equity shares pursuant to the Scheme of
Arrangement amongst ICICI Bank, ICICI Securities Limited (ICICI Securities) and their
respective shareholders for delisting of shares of ICICI Securities (Scheme of
Arrangement).
For details refer to Schedule 1 of the financial statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186
of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee
given or security provided by a banking company in the ordinary course of business. The
particulars of investments made by the Bank are disclosed in Schedule 8 of the financial
statements as per the applicable provisions of the Banking Regulation Act, 1949.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
Effective March 24, 2025, ICICI Securities was delisted from stock exchanges and it
became a wholly-owned subsidiary of the Bank. There were no entities which became or
ceased to be joint venture of the Bank during fiscal 2025.
As at March 31, 2025, your Bank had following subsidiaries (including step down
subsidiaries) (17) and associate (8) companies:
Name of the subsidiary company |
% of shares held |
ICICI Bank UK PLC |
100 |
ICICI Bank Canada |
100 |
ICICI Securities Limited |
100 |
ICICI Securities Holdings, Inc.1 |
100 |
ICICI Securities, Inc.2 |
100 |
ICICI Securities Primary Dealership Limited |
100 |
ICICI Venture Funds Management Company Limited |
100 |
ICICI Home Finance Company Limited |
100 |
ICICI Trusteeship Services Limited |
100 |
ICICI Investment Management Company Limited |
100 |
ICICI International Limited |
100 |
ICICI Prudential Pension Funds Management Company Limited3 |
100 |
i-Process Services (India) Limited (formerly known as i-Process Services (India)
Private Limited) |
100 |
ICICI Lombard General Insurance Company Limited |
51.55 |
ICICI Prudential Life Insurance Company Limited |
51.03 |
ICICI Prudential Asset Management Company Limited45 |
51.00 |
ICICI Prudential Trust Limited4 |
50.80 |
1 ICICI Securities Holdings, Inc. is a wholly owned subsidiary of ICICI Securities
Limited.
2 ICICI Securities, Inc. is a wholly owned subsidiary of ICICI Securities Holdings,
Inc.
3 ICICI Prudential Pension Funds Management Company Limited is a wholly owned
subsidiary of ICICI Prudential Life Insurance Company Limited.
4 The entity is a joint venture company, however, it is considered as a subsidiary
company in accordance with the provisions of the Companies Act, 2013.
5 On June 27, 2025, the Bank approved purchase of up to 2% additional shareholding in
the ICICI Prudential Asset Management Company Limited (Pru AMC). This purchase will
primarily be towards maintaining the Bank's majority shareholding in the event of grant of
stock-based compensation by Pru AMC, subject to receipt of requisite approvals.
Name of the associate company |
% of shares held |
India Infradebt Limited |
42.33 |
Falcon Tyres Limited12 |
26.39 |
Fino Paytech Limited1 |
25.10 |
Rajasthan Asset Management Company Private Limited1 |
24.30 |
OTC Exchange of India1 |
20.00 |
Arteria Technologies Private Limited |
19.98 |
FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private
Limited)3 |
19.01 |
NIIT Institute of Finance Banking and Insurance Training Limited4 |
18.79 |
1 These companies are not considered as associates in the financial statements, in
accordance with the provisions of Accounting Standard 23 on Accounting for
Investments in Associates in Consolidated Financial Statements'.
2 Acquired pursuant to debt settlement.
3 The Bank executed a share purchase agreement for sale of its entire shareholding in
the equity shares of FISERV Merchant Solutions Private Limited on March 29, 2025. The
share transfer was completed subsequently on April 17, 2025 and it ceased to be an
associate of the Bank effective that day.
4 On June 11, 2025, the Bank executed a share purchase agreement for sale of its entire
shareholding in the equity shares of NIIT Institute of Finance Banking and Insurance
Training Limited, consequent to which the share transfer was completed and it ceased to be
an associate of the Bank effective the same day.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The performance of subsidiaries and associates and their contribution to the overall
performance of the Bank as on March 31, 2025 is given in "Consolidated Financial
Statements of ICICI Bank Limited - Schedule 18 - Note 13 - Additional information to
consolidated accounts" of this Annual Report. A summary of key financials of the
Bank's subsidiaries is also given in "Statement Pursuant to Section 129 of the
Companies Act, 2013" of this Annual Report.
The highlights of the performance of key subsidiaries are given as a part of
Management's Discussion & Analysis under the Section "Consolidated financials as
per Indian GAAP".
The Bank will make available separate audited financial statements of the subsidiaries
to any Member upon request. These documents/details will be available on the Bank's
website at https://www.icicibank.com/about-us/ annual and will also be available for
inspection by any Member or trustee of the holder of any debentures of the Bank. As
required by Accounting Standard 21 issued by the Institute of Chartered Accountants of
India, the Bank's consolidated financial statements included in this Annual Report
incorporate the accounts of its subsidiaries and other consolidating entities.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
There are no significant and/or material orders passed by the regulators or courts or
tribunals impacting the going concern status or future operations of the Bank.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK
There are no material changes and commitments affecting the financial position of the
Bank which have occurred between the end of the financial year of the Bank to which the
financial statements relate and the date of this Report.
UPDATE ON SCHEME OF ARRANGEMENT
At March 31, 2024, the Bank held 74.73% of the equity shares of its broking subsidiary,
ICICI Securities, and balance 25.27% of the equity shares were held by the public
shareholders. In June 2023, the Board of Directors of the Bank and ICICI Securities
approved a scheme of arrangement for delisting of equity shares of ICICI Securities
(Scheme of Arrangement), subject to receipt of requisite approvals. The requisite majority
of shareholders of the Bank and ICICI Securities approved the Scheme of Arrangement on
March 27, 2024. Subsequently, the Hon'ble National Company Law Tribunals, Mumbai Bench and
Ahmedabad Bench, vide orders dated August 21, 2024 and October 9, 2024 respectively,
approved the Scheme of Arrangement. The Board of Directors of ICICI Securities approved
March 24, 2025 as the Record Date' for the purposes of the Scheme of Arrangement.
Consequently, with effect from March 24, 2025, ICICI Securities was deemed to have been
delisted from the stock exchanges and resultantly, it became a wholly owned subsidiary of
the Bank. In accordance with the Scheme of Arrangement, the Bank had, on March 26, 2025,
allotted 56,008,117 equity shares of face value Rs 2.00 each (including 51,723 equity
shares towards fractional entitlements) to the public shareholders of ICICI Securities as
on the Record Date, in the approved Swap Ratio. The fractional shares were sold by the
Trustee in the market and the net proceeds (after deduction of expenses incurred and
applicable taxes) were distributed to the eligible public shareholders of ICICI Securities
in the proportion of their fractional entitlements.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Changes in the composition of the Board of Directors and other Key Managerial Personnel
(KMP)
The Members through Postal Ballot on May 14, 2024 approved the appointment of Pradeep
Kumar Sinha as an Independent Director for a term of five consecutive years commencing
February 17, 2024 to February 16, 2029. The
Reserve Bank of India (RBI) vide its letter dated May 24, 2024, approved his
appointment as Part-time Chairperson of the Bank for a period of three years with effect
from July 1, 2024.
The Members through Postal Ballot on May 14, 2024 approved the appointment of Ajay
Kumar Gupta as a Director and Whole-time Director (designated as Executive Director) with
effect from March 15, 2024 till November 26, 2026.
The Board at its meeting held on June 29, 2024 and Members at the last Annual General
Meeting (AGM) held on August 29, 2024 approved the appointment of Rohit Bhasin as an
Independent Director for a period of 5 years, with effect from July 26, 2024 till July 25,
2029.
The Board at its meeting held on June 29, 2024 and Members through Postal Ballot on
November 29, 2024, approved the appointment of Punit Sood as an Independent Director for a
period of 5 years, with effect from October 1, 2024 till September 30, 2029.
Based on the recommendation of the Board Governance, Remuneration & Nomination
Committee (BGRNC), the Board at its meeting held on January 25, 2025, approved the filing
of an application with RBI for the re-appointment of Rakesh Jha as Executive Director of
the Bank for a further period of two years effective from September 2, 2025 to September
1, 2027 which was within the five years term as previously approved by the Board and the
Members. RBI vide its letter dated June 12, 2025, communicated its approval for the
re-appointment.
Based on the recommendation of BGRNC, the Board at its meeting held on January 25,
2025, approved the re-appointment of Sandeep Batra as Executive Director of the Bank for a
further period of two years with effect from December 23, 2025 to December 22, 2027,
subject to approval of the RBI and Members of the Bank. RBI vide its letter dated June 16,
2025, communicated its approval for the re-appointment. The re-appointment is being
proposed in the Notice of the forthcoming AGM through item no. 11.
Pursuant to the completion of his second term of office as an Independent Director,
Girish Chandra Chaturvedi retired as the Independent Director and Non-executive Part-time
Chairperson of the Bank on close of business hours of June 30, 2024, The Board
acknowledges the stewardship and guidance provided by him in his role as Chairperson.
Pursuant to completion of their second term of office under the Companies Act, 2013,
Uday Chitale and Hari L. Mundra retired as Independent Directors of the Bank on October
19, 2024 and October 25, 2024 respectively. The Board acknowledges the valuable
contribution and guidance provided by them.
As on the date of this report, in terms of Section 203(1) of the Companies Act, 2013,
Sandeep Bakhshi, Managing Director & CEO, Sandeep Batra, Executive Director, Rakesh
Jha, Executive Director, Ajay Kumar Gupta, Executive Director, Anindya Banerjee, Group
Chief Financial Officer and Prachiti Lalingkar, Company Secretary are the Key Managerial
Personnel of the Bank.
Declaration of Independence
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 of the Companies Act, 2013 as amended and
Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) which
have been relied on by the Bank and were placed at the Board Meeting held on April 19,
2025. The Independent Directors have also given declaration of compliance with Rules 6(1)
and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent
Directors possess the requisite integrity, experience, expertise and proficiency required
under all applicable laws and are independent of the Management.
Retirement by rotation
In terms of Section 152 of the Companies Act, 2013, Sandeep Batra would retire by
rotation at the forthcoming AGM and is eligible for re-appointment. Sandeep Batra has
offered himself for re-appointment.
AUDITORS
Statutory Auditors
At the AGM held on August 29, 2024, the shareholders had approved the appointment of
M/s. B S R & Co. LLP, Chartered Accountants (hereinafter referred to as B S R &
Co. LLP) and M/s. C N K & Associates LLP, Chartered Accountants (hereinafter referred
to as C N K & Associates LLP), as the joint statutory auditors to hold office from the
conclusion of the Thirtieth AGM till the conclusion of the Thirty-First AGM of the Bank.
As per the RBI guidelines, the joint statutory auditors of the banking companies are
allowed to continue for a period of three years, subject to fulfilling the prescribed
eligibility norms. Accordingly, B S R & Co. LLP and C N K & Associates LLP, would
be eligible for re-appointment at the conclusion of the forthcoming AGM.
As recommended by the Audit Committee, the Board has proposed the re-appointment of B S
R & Co. LLP and C N K & Associates LLP, as the joint statutory auditors to hold
office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM
of the Bank, subject to the approval of the Members of the Bank and regulatory approvals
as may be necessary or required. Their appointment has been approved by RBI on May 19,
2025 for fiscal 2026.
The re-appointment of the joint statutory auditors is proposed to the Members in the
Notice of the forthcoming AGM through item nos. 4 and 5.
There are no qualifications, reservation or adverse remarks made by the joint statutory
auditors in the audit report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had, at its
meeting held on June 29, 2024, appointed M/s. Alwyn Jay & Co., a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2025.
The Secretarial Audit Report is annexed herewith as Annexure A. There are no
qualifications, reservation or adverse remark or disclaimer made by the auditor in the
report save and except disclaimer made by them in discharge of their professional
obligation.
The Annual Secretarial Compliance Report, signed by Secretarial Auditor, for fiscal
2025 is available on the website of the Bank at https://www.icicibank.com/
about-us/disdosures-to-stock-exchanges and on the website of the stock exchanges i.e. BSE
Limited (BSE) at www.bseindia.com and National Stock Exchange of India Limited (NSE) at
www.nseindia.com.
Pursuant to amendments under Regulation 24A of the SEBI Listing Regulations, the Board
has, at its meeting held on June 27, 2025, based on the recommendation of Audit Committee,
approved the appointment of M/s. Parikh Parekh & Associates, Company Secretaries to
undertake the Secretarial Audit of the Bank for a term of five consecutive financial years
from FY2026 to FY2030, subject to approval of the Members at the ensuing AGM through item
no. 6. M/s. Parikh Parekh & Associates have confirmed that they are not disqualified
to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial
Auditor of the Bank.
Maintenance of Cost Records
Being a banking company, the Bank is not required to maintain cost records as specified
by the Central Government under Section 148(1) of the Companies Act, 2013.
Reporting of Frauds by Auditors
During the year under review, there were no instances of fraud reported by the
statutory auditors and secretarial auditor under Section 143(12) of the Companies Act,
2013 to the Audit Committee or the Board of Directors.
PERSONNEL
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this
report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the
financial statements are being sent to the Members excluding the aforesaid Annexure. The
Annexure is available for inspection and any Member interested in obtaining a copy of the
Annexure may write to the Company Secretary of the Bank.
INTERNAL CONTROL AND ITS ADEQUACY
The Bank has adequate internal controls and processes in place with respect to its
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. These controls and
processes are driven through various policies, procedures and certifications. The
processes and controls are reviewed periodically. The Bank has a mechanism of testing the
controls at regular intervals for their design and operating effectiveness to ascertain
the reliability and authenticity of financial information.
DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
The Bank has obtained a certificate from its statutory auditors that it is in
compliance with the Foreign Exchange Management Act, 1999 provisions with respect to
investments made in its consolidated subsidiaries and associates and also for investments
made by its subsidiaries and associates during fiscal 2025.
RELATED PARTY TRANSACTIONS
The Bank has a Board-approved Group Arm's Length Policy which requires transactions
with the group companies to be at an arm's length. All the related party transactions
between the Bank and its related parties, entered during the year ended March 31, 2025,
were on arm's length basis and were in the ordinary course of business.
The details of material related party transactions at an aggregate level for the year
ended March 31, 2025 are given in Annexure B.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Bank
has filed half yearly reports to the stock exchanges, for the related party transactions.
All related party transactions as required under Accounting Standard 18 are reported in
note no. 47 of schedule 18 - Notes to Accounts of standalone financial statements and note
no. 2 of schedule 18 - Notes to Accounts of consolidated financial statements of the Bank.
During the year, the Related Party Transactions Policy of the Bank was revised to align
it with the amendments dated December 12, 2024 in the SEBI Listing Regulations. The Policy
is hosted on the website of the Bank and can be viewed at
https://www.icicibank.com/about-us/other- policies.
Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the
Members on material related party transactions forms part of the Notice of the forthcoming
AGM.
ANNUAL RETURN
The Annual Return in Form No. MGT-7 will be hosted on the website of the Bank at
https://www.icicibank.com/ about-us/annual.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as stipulated under Regulation
34(2)(f) of the SEBI Listing Regulations will be hosted on the Bank's website at
https://www.icicibank.com/about-us/annual. Any Member interested in obtaining a copy of
the Report may write to the Company Secretary of the Bank.
The Bank has been releasing the Environmental, Social and Governance Report since
fiscal 2020. The Report for fiscal 2025 will be hosted on the Bank's website at
https://www.icicibank.com/about-us/annual.
INTEGRATED REPORTING
The Bank has adopted the principles of the International Integrated Reporting Framework
in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2025, please
refer to the Integrated Report section of the Annual Report 2024-25.
RISK MANAGEMENT FRAMEWORK
The Bank's risk management framework is based on a clear understanding of various
risks, disciplined risk assessment and measurement procedures and continuous monitoring.
The Board of Directors has oversight on all the risks assumed by the Bank. Specific
committees have been constituted to facilitate focused oversight of various risks, as
follows:
The Risk Committee of the Board reviews, inter alia, risk management policies of
the Bank pertaining to credit, market, liquidity, operational, model risk management,
framework for early warning signals and red flagging of accounts, outsourcing risks and
business continuity management. The Committee also reviews the Risk Appetite and
Enterprise Risk Management (ERM) frameworks, Internal Capital Adequacy Assessment Process
(ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific
market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and
overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The
Committee reviews setting up of limits on any industry or country, migration to the
advanced approaches under Basel framework, the proceedings of Group Risk Management
Committee and the activities of the Asset Liability Management Committee. The Committee
reviews the level and direction of major risks pertaining to credit, market, liquidity,
operational, reputation, technology, information security, compliance, group and capital
at risk as a part of the risk dashboard. The Risk Committee also reviews the Liquidity
Contingency Plan for the Bank and the various thresholds set out in the Plan.
The Credit Committee of the Board, apart from sanctioning credit proposals based
on the Bank's credit approval authorisation framework, reviews developments in key
industrial sectors (along with exposure to these sectors), the Bank's exposure to large
borrower accounts and borrower groups. The Credit Committee also reviews major credit
portfolios, non-performing loans, accounts under watch, overdues, incremental sanctions
etc.
The Audit Committee of the Board, inter alia, provides direction to and monitors
the quality of the internal audit function, oversees the financial reporting process and
also monitors compliance with inspection and audit reports of RBI, other regulators and
statutory auditors. The Audit Committee also exercises oversight on the regulatory
compliance function of the Bank.
The Asset Liability Management Committee provides guidance for management of
liquidity of the overall Bank and management of interest rate risk in the banking book
within the broad parameters laid down by the Board of Directors/Risk Committee.
The Group Risk Management Committee (GRMC) oversees the group related risk
management activities. GRMC inter alia, defines the frequency and framework for review of
risk profile of group entities.
Summaries of reviews conducted by these committees are reported to the Board on a
regular basis.
Policies approved from time to time by the Board of Directors/committees of the Board
form the governing framework for each type of risk. The business activities are undertaken
within this policy framework. Independent groups and subgroups have been constituted
across the Bank to facilitate independent evaluation, monitoring and reporting of various
risks. These groups function independently of the business groups/subgroups.
The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group,
Corporate Legal Group, Internal Audit Group, Information Security Group and the Financial
Crime Prevention Group, with a mandate to identify, assess and monitor all of the Bank's
principal risks in accordance with well-defined policies and procedures. The Risk
Management Group is further organised into Credit Risk Management Group, Market Risk
Management Group, Operational Risk Management Group, Incident Monitoring and Resolution
Group, Model Validation and Technology Risk Management Group. The Group Chief Risk Officer
(GCRO) reports to the Risk Committee constituted by the Board which reviews risk
management policies of the Bank. The GCRO, for administrative purposes, reports to an
Executive Director of the Bank. The abovementioned groups are independent of all business
operations and co-ordinate with representatives of the business units to implement the
Bank's risk management policies and methodologies.
The Internal Audit Group (IAG) acts independently and is responsible for evaluating and
providing objective assurance on the effectiveness of internal controls, risk management
and governance processes within the Bank and suggest improvements. The IAG maintains
appropriately qualified personnel to fulfill its responsibilities. IAG acts as an
independent entity and reports to the Audit Committee of the Board.
INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Bank has a policy against sexual harassment and a formal process for dealing with
complaints of harassment or discrimination. The said policy is in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013' (POSH Act) and rules made thereunder. The Bank has complied
with provisions relating to the constitution of Internal Committee under the POSH Act.
The details pertaining to number of complaints during the year has been provided below:
(a) number of complaints filed during the financial year: 117
(b) number of complaints disposed off during the financial year: 117
(c) number of complaints pending1 at end of the financial year: Nil
1 All complaints received during fiscal 2025 have been closed within the applicable
turnaround time (90 days).
CORPORATE GOVERNANCE
The corporate governance framework at ICICI Bank is based on an effective independent
Board, the separation of the Board's supervisory role from the executive management and
the constitution of Board committees to oversee critical areas. At March 31, 2025,
Independent Directors constituted a majority on most of the committees and also chaired
most of the committees.
I. Philosophy of Corporate Governance
At ICICI Bank, we are committed to maintain the highest standards of governance in the
conduct of our business and continuously strive to create lasting value for all our
stakeholders. We focus on maintaining comprehensive compliance with the laws, rules and
regulations that govern our business and promote a culture of accountability, transparency
and ethical conduct across the Bank.
Group Code of Business Conduct and Ethics
The Group Code of Business Conduct and Ethics for Directors and employees of the ICICI
Group aims at ensuring consistent standards of conduct and ethical business practices
across the constituents of ICICI Group. This Code is reviewed on an annual basis and the
latest Code is available on the website of the Bank at
https://www.icicibank.com/content/dam/icicibank/
india/managed-assets/docs/about-us/2021/group- code-of-business-conductandethics-2025-V1.
pdf. Pursuant to the SEBI Listing Regulations, a confirmation from the Managing Director
& CEO regarding compliance with the Code by all the Directors and senior management
forms part of the Annual Report.
Code of Conduct as prescribed under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
In accordance with the requirements of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Bank has adopted the Code on
Prohibition of Insider Trading.
Material Subsidiaries
In accordance with the requirements of the SEBI Listing Regulations, the Bank has
formulated a Policy for determining Material Subsidiaries and the same has been hosted on
the website of the Bank at https://www.icicibank.com/about-us/other-policies.
The Bank does not have any material unlisted subsidiary. ICICI Prudential Life
Insurance Company Limited (ICICI Life) is a material listed subsidiary of the Bank in
terms of the provisions of the SEBI Listing Regulations. The additional details with
regard to ICICI Life are as follows:
Date of incorporation |
July 20, 2000 |
Place of incorporation |
Mumbai |
Statutory |
Walker Chandiok & Co. LLP |
Auditors |
Chartered Accountants Firm Registration No. 001076N/ N500013 Date of Re-appointment:
June 25, 2021 |
|
M. P. Chitale & Co. Chartered Accountants Firm Registration No. 101851W Date of
Appointment: June 28, 2024 |
Familiarisation Programme for Independent Directors
Independent Directors are familiarised with their roles, rights and responsibilities in
the Bank as well as with the nature of the industry and the business model of the Bank
through induction programmes at the time of their appointment as Directors and through
presentations on economy & industry overview, key regulatory developments, strategy
and performance which are made to the Directors from time to time. The Directors also
participate in various programs/meetings where subject matter experts apprise the
Directors on key global trends. The details of the familiarisation programmes have been
hosted on the website of the Bank at https://www.icicibank. com/about-us/bod-1.
Dividend Distribution Policy
In accordance with Regulation 43A of the SEBI Listing Regulations, the Dividend
Distribution Policy is hosted on the website of the Bank and can be viewed at
https://www.icicibank.com/about-us/other- policies.
Whistle Blower Policy
The Bank has formulated a Whistle Blower Policy, which is periodically reviewed. The
policy comprehensively provides an opportunity for any employee (including directors),
secondees or stakeholders of the Bank to raise any issue concerning breaches of law,
accounting policies or any act resulting in financial or reputation loss and misuse of
office or suspected or actual fraud. The policy provides for a mechanism to report such
concerns to the Audit Committee through specified channels. The policy has been
periodically communicated to the employees and also hosted on the Bank's intranet. Issues
raised under the Whistle Blower Policy are investigated for appropriate action, including
an assessment of the impact on financial statements, if any. The Whistle Blower Policy
complies with the requirements of vigil mechanism as stipulated under Section 177 of the
Companies Act, 2013 and other applicable laws, rules and regulations. The details of
establishment of the Whistle Blower Policy/vigil mechanism have been disclosed on the
website of the Bank at https://www.icicibank.com/about-us/other-policies.
CEO/CFO Certification
In terms of the SEBI Listing Regulations, the certification by the Managing Director
& CEO and Chief Financial Officer on the financial statements and internal controls
relating to financial reporting has been obtained.
Details of utilisation of funds
During the year under review, the Bank has not raised any funds through preferential
allotment or Qualified Institutions Placement.
The Bank raised Rs 30,000.00 million through issue of senior unsecured redeemable long
term bonds in the nature of debentures on private placement basis during fiscal 2025.
There is no deviation in utilisation of the funds.
Fees to statutory auditors
The details of fees pertaining to services provided by the statutory auditors and
entities in the network firm/network entity of which the statutory auditors are a part, to
ICICI Bank Limited and its subsidiaries during the year ended March 31, 2025 are given in
the following table:
Nature of service |
Amount in Rs1,2 |
Audit |
71,991,000 |
Certification and other audit related services |
11,229,530 |
Total |
83,220,530 |
1 Excludes taxes and out of pocket expenses.
2 Includes payments made to previous joint statutory auditors, M/s. M S K A &
Associates, Chartered Accountants and M/s. KKC & Associates LLP, Chartered Accountants
amounting to Rs 14,455,000.
Recommendations of mandatory committees
All the recommendations made by the committees of the Board mandatorily required to be
constituted by the Bank under the Companies Act, 2013 and the SEBI Listing Regulations
were accepted by the Board.
Credit Rating as on March 31, 2025
Foreign currency denominated instruments issued by the Bank
Instrument type |
Moody's |
S&P |
Senior unsecured medium term notes |
Baa3 |
BBB- |
Certificate of Deposits |
P-3 |
- |
Rupee denominated instruments issued by the Bank
Instrument type |
CARE |
ICRA |
CRISIL |
Tier II bonds (Basel III) |
CARE AAA |
[ICRA] AAA |
- |
Additional Tier 1 bonds (Basel III) |
CARE AA+ |
[ICRA] AA+ |
CRISIL AA+ |
Unsecured redeemable bonds |
CARE AAA |
[ICRA] AAA |
CRISIL AAA |
Lower Tier II Bond |
CARE AAA |
[ICRA] AAA |
- |
Long term bonds issued by erstwhile ICICI Limited |
CARE AAA |
[ICRA] AAA |
CRISIL AAA |
Issuer rating (assigned on October 30, 2024) |
- |
[ICRA] AAA |
- |
Certificate of Deposits |
CARE A1+ |
[ICRA] A1+ |
- |
Fixed deposits |
CARE AAA |
[ICRA] AAA |
- |
Moody's: Moody's Investors Services S&P: S&P Global Ratings CARE: CARE Ratings
Limited, India ICRA: ICRA Limited, India CRISIL: CRISIL Limited, India
Certificate from a Company Secretary in practice
In terms of the SEBI Listing Regulations, the Bank has obtained a Certificate from a
Company Secretary in practice that none of the Directors on the Board of the Bank have
been debarred or disqualified from being appointed or continuing as directors of companies
by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such
statutory authority. The Certificate of Company Secretary in practice is annexed herewith
as Annexure C.
Board of Directors
ICICI Bank has a broad-based Board of Directors, constituted in compliance with the
Banking Regulation Act, 1949, the Companies Act, 2013 and the SEBI Listing Regulations and
in accordance with good corporate governance practices. The Board functions either as a
full Board or through various committees constituted to oversee specific operational
areas.
The Board of the Bank at March 31, 2025 consisted of twelve Directors, out of which
eight were Independent Directors and four were Executive Directors.
There were nine Meetings of the Board during the year - April 27, May 22, June 29, July
27, September 11, October 26 and December 13 in 2024 and January 25 and March 17-19 in
2025.
There were no inter-se relationships between any of the Directors.
The names of the Directors, their attendance at Board meetings during the year,
attendance at the last AGM and details of other directorships and Board committee
memberships held by them at March 31, 2025 are set out in the following table:
Name of Director |
Board Meetings attended during the year |
Attendance at last AGM (August 29, 2024) |
Number of directorships |
Number of other committee memberships1 |
Directorships in other listed entity and category of directorship |
of other Indian public limited companies |
of other Indian companies |
Independent Directors |
|
|
|
|
|
Girish Chandra Chaturvedi, (Director and Chairperson upto June 30, 2024)
(DIN: 00110996) |
3/3 |
Not applicable |
|
|
|
|
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024) (DIN: 00145126) |
9/9 |
Present |
1 |
1 |
|
Glenmark Pharmaceuticals Limited (ID) |
Neelam Dhawan (DIN: 00871445) |
9/9 |
Present |
5 |
- |
6(2) |
Hindustan Unilever Limited (ID) |
|
|
|
|
|
Tech Mahindra Limited (ID) |
Uday Chitale (Director upto October 19, 2024) (DIN: 00043268) |
5/5 |
Present |
|
|
|
|
Radhakrishnan Nair (DIN: 07225354) |
9/9 |
Present |
5 |
4 |
8(4) |
ICICI Prudential Life Insurance Company Limited (ID) |
|
|
|
|
|
|
ICICI Securities Primary Dealership Limited (ID) |
|
|
|
|
|
|
Geojit Financial Services Limited (ID) |
|
|
|
|
|
|
Inditrade Capital Limited (ID) |
Hari L. Mundra (Director upto October 25, 2024) (DIN: 00287029) |
5/5 |
Present |
|
|
|
|
B. Sriram (DIN: 02993708) |
9/9 |
Present |
5 |
2 |
4(1) |
Nippon Life India Asset Management Limited (ID) |
|
|
|
|
|
|
TVS Motor Company Limited (ID) |
|
|
|
|
|
|
TVS Supply Chain Solutions Limited (ID) |
S. Madhavan |
9/9 |
Present |
5 |
3 |
6(4) |
Sterlite Technologies Limited (ID) |
(DIN: 06451889) |
|
|
|
|
|
Procter & Gamble Health Limited (ID) |
|
|
|
|
|
|
Eicher Motors Limited (ID) |
|
|
|
|
|
|
Welspun Enterprises Limited (ID) |
Vibha Paul Rishi (DIN: 05180796) |
9/9 |
Present |
2 |
- |
3(2) |
ICICI Prudential Life Insurance Company Limited (ID) |
|
|
|
|
|
Piramal Pharma Limited (ID) |
Rohit Bhasin (Director w.e.f. July 26, 2024) (DIN: 02478962) |
6/6 |
Present |
5 |
3 |
8(5) |
Yatra Online Limited (ID) |
|
|
|
|
|
Star Health and Allied Insurance Company Limited (ID) |
|
|
|
|
|
Dr Lal PathLabs Limited (ID) |
Punit Sood (Director w.e.f. October 1, 2024) (DIN: 00033799) |
4/4 |
Not applicable |
1 |
|
1(0) |
|
Executive Directors |
|
|
|
|
|
|
Sandeep Bakhshi, Managing Director & Chief Executive Officer (DIN: 00109206) |
9/9 |
Present |
|
|
|
|
Sandeep Batra (DIN: 03620913) |
9/9 |
Present |
4 |
- |
3(0) |
ICICI Lombard General Insurance Company Limited (NED) |
|
|
|
|
|
|
ICICI Prudential Life Insurance Company Limited (NED) |
Rakesh Jha (DIN: 00042075) |
9/9 |
Present |
4 |
- |
1(1) |
ICICI Home Finance Company Limited (NED) |
|
|
|
|
|
|
ICICI Lombard General Insurance Company Limited (NED) |
Ajay Kumar Gupta (DIN: 07580795) |
9/9 |
Present |
- |
1 |
1(0) |
- |
Independent Director (ID)
Non-executive Director (NED)
1 Includes only chairpersonship/membership of Audit Committee and Stakeholders'
Relationship Committee of other Indian public limited companies. Figures in parentheses
indicate committee chairpersonships.
The profiles of the Directors can be viewed on the website of the Bank at
https://www.icicibank.com/about-us/bod-1.
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 |
Pradeep Kumar Sinha |
Agriculture and rural economy, Banking, Co-operation, Economics, Finance, Small Scale
Industry, Payment and Settlement Systems, Human Resources, Risk Management, Business
Management, Energy and Infrastructure, Urban Development |
Neelam Dhawan |
Banking, Information Technology, Human Resources, Business Management, Corporate
Governance, Business Strategy |
Radhakrishnan Nair |
Accountancy, Agriculture and Rural Economy, Banking, Co-operation, Economics, Finance,
Law, Small Scale Industry, Payment and Settlement Systems, Human Resources, Risk
Management, Business Management, Insurance, Securities, Treasury Management, Foreign
Exchange Management, Information Technology, Investor Protection |
B. Sriram |
Banking, Finance, Small Scale Industry, Information Technology, Payment and Settlement
Systems, Credit and Risk, Treasury, Insolvency & Bankruptcy |
S. Madhavan |
Accountancy, Banking, Economics, Finance, Law, Information Technology, Human
Resources, Risk Management, Business Management, Strategy, Business Operations,
Governance, Taxation |
Vibha Paul Rishi |
Consumer Insight & Marketing, Strategy, Accountancy, Agriculture and rural
economy, Economics, Finance, Information Technology, Human Resources, Risk Management,
Business Management |
Rohit Bhasin |
Accountancy, Banking, Finance, Human Resources, Risk Management, Business Management |
Punit Sood |
Banking, Finance, Information Technology, Human Resources, Business Management |
Sandeep Bakhshi |
Banking, Finance, Business Management, Insurance |
Sandeep Batra |
Accountancy, Banking, Finance, Law, Information Technology, Human Resources, Risk
Management, Business Management, Insurance, Securities, Governance, Economics |
Rakesh Jha |
Banking, Business Management, Risk Management, Finance, Accountancy, Economics,
Information Technology |
Ajay Kumar Gupta |
Banking, Business Management, Risk Management, Finance, Accountancy, Small Scale
Industry, Payment and Settlement System, Information Technology |
The Board has constituted various committees, namely, Audit Committee, Board
Governance, Remuneration & Nomination Committee, Corporate Social Responsibility
Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee,
Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship
Committee and Review Committee (Gross Principal Outstanding > Rs. 750.0 million) for
identification & classification of wilful defaulters.
With effect from June 30, 2019, the quorum of the Board committees was increased from
at least two members to at least three members, to transact business at any Board
committee meeting and in case where the committee comprises of two members only or where
two members are participating, then any Independent Director may attend the meeting to
fulfil the requirement of three members.
Composition of committees of the Directors as on March 31, 2025 is as follows:
Name |
Audit |
Board Governance, Remuneration & Nomination |
Corporate Social Responsibility |
Customer Service |
Credit |
Fraud Monitoring |
Information Technology Strategy |
Risk |
Stakeholders Relationship |
Review1 |
Pradeep Kumar Sinha |
|
M |
C |
|
|
|
|
M |
|
|
Neelam Dhawan |
|
C |
|
|
|
M |
M |
|
|
|
Radhakrishnan Nair |
|
|
M |
|
M |
C |
|
|
|
|
B. Sriram |
|
M |
|
|
M |
|
C |
|
|
|
S. Madhavan |
C |
|
|
M |
|
|
|
M |
|
|
Vibha Paul Rishi |
|
|
M |
C |
|
M |
|
|
C |
|
Rohit Bhasin |
M |
|
M |
|
|
|
|
C |
|
|
Punit Sood |
M |
|
|
|
|
|
M |
M |
|
|
Sandeep Bakhshi |
|
|
|
M |
C |
|
|
|
|
C |
Sandeep Batra |
|
|
|
|
|
|
M |
M |
M |
|
Rakesh Jha |
|
|
M |
M |
M |
M |
|
|
|
|
Ajay Kumar Gupta |
|
|
|
|
|
|
M |
|
M |
|
C: Chairperson M: Member
1 In respect of Review Committee (Gross Principal Outstanding > Rs. 750.0 million)
for identification & classification of wilful defaulters, any two Independent
Directors constitute the quorum along with the Managing Director & CEO.
The terms of reference of the Board committees as mentioned above, their composition
and attendance of the respective Members at the various committee meetings held during
fiscal 2025 are set out below:
II. Audit Committee Terms of Reference
The Audit Committee provides direction to the audit function and monitors the quality
of internal and statutory audit. The responsibilities of the Audit Committee include
examining the financial statements and auditors' report and overseeing the financial
reporting process to ensure fairness, sufficiency and credibility of financial statements,
review of the quarterly and annual financial statements before submission to the Board,
review of management's discussion & analysis, recommendation of appointment, terms of
appointment, remuneration and removal of statutory auditors and chief internal auditor,
approval of payment to statutory auditors for other permitted services rendered by them,
reviewing and monitoring with the management the auditor's independence and the
performance and effectiveness
of the audit process, approval of transactions with related parties or any subsequent
modifications and utilization of loans and/or advances from/investment by the Bank in its
subsidiaries. The Audit Committee also reviews the functioning of the Whistle-Blower
Mechanism, adequacy of internal control systems and the internal audit function,
compliance with inspection and audit reports and reports of statutory auditors, findings
of internal investigations, management letters/letters on internal control weaknesses
issued by statutory auditors/internal auditors, investment in shares and advances against
shares. The Audit Committee responsibilities also include reviewing with the management
the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for the purposes other
than those stated in the offer document/prospectus/notice and the report submitted by the
monitoring agency, monitoring the utilization of proceeds of a public or rights issue and
making appropriate recommendations to the Board to take steps in this matter, discussion
on the scope of audit with external auditors, examination of
reasons for substantial defaults, if any, in payment to stakeholders, valuation of
undertakings or assets, evaluation of risk management systems and scrutiny of
inter-corporate loans and investments. The Audit Committee is also empowered to
appoint/oversee the work of any registered public accounting firm, establish procedures
for receipt and treatment of complaints received regarding accounting, internal accounting
controls and auditing matters and engage independent counsel as also provide for
appropriate funding for compensation to be paid to any firm/advisors. In addition, the
Audit Committee also exercises oversight on the regulatory compliance function of the
Bank. The Committee also considers and comments on rationale, cost-benefits and impact of
schemes involving merger/demerger/ amalgamation etc., on the Bank and its shareholders.
The Audit Committee is also empowered to approve the appointment of the Chief Financial
Officer (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate.
Composition
There were twelve meetings of the Committee during the year - April 24, April 27, June
29, July 15, July 25, July 26, October 24, October 25 and December 12 in 2024 and January
23, January 24 and February 281 in 2025. The details of the composition of the Committee
and attendance at its meetings held during the year are set out in the following table:
Name of Member |
Number of meetings attended |
S. Madhavan, Chairperson (Chairperson w.e.f. October 1, 2024) |
12/12 |
Uday Chitale (Member and Chairperson upto September 30, 2024) |
6/6 |
Radhakrishnan Nair (upto September 30, 2024) |
6/6 |
Rohit Bhasin (w.e.f. July 27, 2024) |
6/6 |
Punit Sood (w.e.f. October 1, 2024) |
5/6 |
1 To fulfill the quorum requirement of three members, Vibha Paul Rishi attended the
Committee meeting in place of Punit Sood who was granted leave of absence.
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 six meetings of the Committee during the year - April 26, 2024, June 29,
2024, July 24, 2024, October 25, 2024, January 24, 2025 and March 26, 2025. The details of
the composition of the Committee and attendance at its meetings held during the year are
set out in the following table:
Name of Member |
Number of meetings attended |
Neelam Dhawan, Chairperson |
6/6 |
Girish Chandra Chaturvedi (upto June 30, 2024) |
2/2 |
B. Sriram |
6/6 |
Pradeep Kumar Sinha |
6/6 |
Policy/Criteria for Directors' Appointment
The Bank with the approval of its BGRNC has put in place a policy on Directors'
appointment and remuneration including criteria for determining qualifications, positive
attributes and independence of a Director as well as a policy on Board diversity. The
policy has been framed based on the broad principles as outlined hereinafter. The
Committee evaluates the composition of the Board and vacancies arising in the Board from
time to time. The Committee, while recommending candidature of a Director considers the
special knowledge or expertise possessed by the candidate as required under the Banking
Regulation Act, 1949. The Committee assesses the fit and proper credentials of the
candidate and the companies/ entities with which the candidate is associated either as a
director or otherwise and as to whether such association is permissible under RBI
guidelines and the internal norms adopted by the Bank. For the above assessment, the
Committee is guided by the guidelines issued by RBI in this regard.
The Committee also evaluates the prospective candidate for the position of a Director
from the perspective of the criteria for independence prescribed under the Companies Act,
2013 as well as the SEBI Listing Regulations. For a Non-executive Director to be
classified as Independent he/she must satisfy the criteria of independence as prescribed
and sign a declaration of independence. The Committee reviews the same and determines the
independence of a Director.
The Committee based on the above assessments makes suitable recommendations on the
appointment of Directors to the Board.
Remuneration policy
The Compensation Policy of the Bank is in line with the RBI circulars and in compliance
with the requirements for the Remuneration Policy as prescribed under the Companies Act,
2013. The Policy is divided into the segments, Part A, Part B and Part C where Part A
covers the requirements for wholetime Directors & employees pursuant to RBI
guidelines, Part B relates to compensation to Non-executive Directors (other than
Government Nominee Director and Non-executive Part-time Chairperson) and Part C relates to
compensation to Non-executive Part-time Chairperson. The Compensation Policy is available
on the website of the Bank at https://www.icicibank. com/about-us/other-policies.
The remuneration payable to Non-executive/ Independent Directors is governed by the
provisions of the Banking Regulation Act, 1949, RBI guidelines issued from time to time
and the provisions of the Companies Act, 2013 and related rules to the extent these are
not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines.
The remuneration for the Non-executive/Independent Directors (other than Government
Nominee Director and Non-executive Part-time Chairperson) consists of sitting fee for
attending each meeting of the committee/Board as approved by the Board.
In addition to sitting fee, Non-executive Directors (other than Non-executive Part-time
Chairperson and the Government Nominee Director) are also entitled to a fixed remuneration
of Rs 3,000,000 per annum with effect from February 10, 2024 which has been approved by
the Members through Postal Ballot on May 14, 2024.
For the Non-executive Part-time Chairperson, the remuneration, in addition to sitting
fee includes such fixed payments as may be recommended by the Board and approved by the
Members and RBI, maintaining a Chairperson's office at the Bank's expense, bearing
expenses for travel on official visits and participation in various forums (both in India
and abroad) as Chairperson of the Bank and bearing travel/halting/ other expenses and
allowance for attending to duties as Chairperson of the Bank and any other modes of
remuneration as may be permitted by RBI through any circulars/guidelines as may be issued
from time to time.
For the Non-executive Part-time Chairperson, the Members through Postal Ballot on May
14, 2024 and RBI have approved the fixed remuneration of Rs 5,000,000 per annum with
effect from April 1, 2024.
All the Non-executive/Independent Directors would be entitled to reimbursement of
expenses for attending Board/committee meetings, official visits and participation in
various forums on behalf of the Bank.
Performance evaluation of the Board, Committees and Directors
The Bank, on the recommendation of BGRNC and approval of the Board, has put in place a
framework
for evaluation of the Board, Directors, Chairperson and Committees.
The evaluations for the Directors, the Board, Chairperson of the Board and the Board
level committees is carried out through circulation of different questionnaires. The
performance of the Board is assessed on select parameters related to roles,
responsibilities and obligations of the Board, relevance of Board discussions, attention
to strategic issues, performance on key areas, providing feedback to executive management
and assessing the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
The evaluation criteria for the Directors is based on their participation, contribution
and offering guidance to and understanding of the areas which were relevant to them in
their capacity as members of the Board.
The evaluation criteria for the Chairperson of the Board besides the general criteria
adopted for assessment of all Directors, focuses on leadership abilities, effective
management of meetings and preservation of interest of stakeholders.
The evaluation of the committees is based on assessment of the clarity with which the
mandate of the committee is defined, effective discharge of terms of reference of the
committees and assessment of effectiveness of contribution of the committee's
deliberation/recommendations to the functioning/ decisions of the Board. The Bank has
taken effective steps with regards to the action points arising out of performance
evaluation process for fiscal 2024. The performance evaluation process for fiscal 2025 was
conducted through a comprehensive survey using an electronic survey platform and was
completed to the satisfaction of the Board. The Board of Directors also identified
specific action points arising out of the overall evaluation which would be executed as
directed by the Board.
The evaluation process for wholetime Directors is further detailed in note no. 52 of
Schedule 18 of the financial statements.
Details of Remuneration paid to Executive Directors
The BGRNC determines and recommends to the Board the amount of remuneration, including
performance bonus and perquisites, payable to Managing Director & CEO and Wholetime
Directors.
The following table sets out the details of remuneration (including perquisites and
retiral benefits) paid in fiscal 2025:
(Rs)
|
Sandeep Bakhshi |
Sandeep Batra |
Rakesh Jha |
Ajay Kumar Gupta |
|
2024-25 |
2024-25 |
2024-25 |
2024-25 |
Basic |
3,46,47,600 |
2,96,69,760 |
2,96,69,760 |
2,96,69,760 |
Performance bonus paid in fiscal 20251 |
3,32,79,625 |
2,90,12,031 |
2,67,14,074 |
1,54,71,609 |
Allowances and perquisites2 |
2,95,54,170 |
2,65,72,054 |
2,72,09,251 |
2,85,25,635 |
Contribution to provident fund |
41,57,712 |
35,60,376 |
35,60,376 |
35,60,376 |
Contribution to superannuation fund |
- |
- |
- |
- |
Contribution to gratuity fund |
28,86,145 |
24,71,491 |
24,71,491 |
24,71,491 |
Stock options3 (Number) |
2,54,100 |
1,96,000 |
1,96,000 |
1,41,490 |
1 Bonus amounts earned for fiscal 2024 were subject to deferment policy of the Bank
in-line with the regulatory stipulations. The above table represent payouts of the
non-deferred portion of the bonus amount pertaining to fiscal 2024. The balance amount
shall be equally deferred over a period of three years. The amounts also include the
deferred portion of the bonus amount approved in earlier years that was paid during fiscal
2025.
2 Allowances and perquisites exclude perquisites of previous years stock options
exercised during fiscal 2025.
3 Represents options granted during fiscal 2025 pertaining to fiscal 2024.
Perquisites (evaluated as per Income-tax rules, wherever applicable, and otherwise at
actual cost to the Bank in other cases) such as the benefit of the Bank's furnished
accommodation, furnishings, club fees, group insurances (medical insurance, life insurance
and personal accident insurance), use of car, running and maintenance of cars including
drivers, telephone/ IT assets at residence or reimbursement of expenses in lieu thereof,
payment of income-tax on perquisites by the Bank to the extent permissible under the
Income-tax Act, 1961 and rules framed thereunder, leave and leave travel concession,
education and other benefits, provident fund, superannuation fund, gratuity and other
retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to
time to retired wholetime Directors of the Bank or the members of the staff. In line with
the staff loan policy applicable to specified grades of employees who fulfil prescribed
eligibility criteria to avail loans for purchase of residential property, the Wholetime
Directors are also eligible for housing loans. The stock options vest in a graded manner
over a three-year period, with 30%, 30% and 40% of the grant vesting in each year,
commencing from the end of 12 months from the date of the grant. The options so vested are
to be exercised within 5 years from the date of vesting.
The Bank does not pay any severance fees to its Managing Director & CEO or to its
Wholetime Directors. The tenure of the office of Managing Director & CEO and the
Wholetime Directors of the Bank is in the range of two to five years. The appointment is
subject to approval of RBI and the Members. The notice period for each of them is as
specified in their respective terms of appointments is two months.
Neither the Managing Director & CEO nor the Wholetime Directors received any
remuneration or commission from any of the subsidiary companies. During fiscal 2025,
Sandeep Bakhshi exercised certain stock options of ICICI Life, subsidiary of the Bank
which were granted to him during his employment with ICICI Life. The Bank does not have
any holding company.
Remuneration disclosures as required under the RBI Guidelines
The remuneration related disclosures as required under the RBI Guidelines on
Compensation of Whole Time Directors/Chief Executive Officers/Material Risk
Takers and Control Function staff are disclosed in note no. 52 of Schedule 18 of the
financial statements.
Details of Remuneration to Non-executive Directors
Information on the sitting fees and remuneration paid to each Non-executive Director
during fiscal 2025 is set out in the following table:
Amount (Rs)
Name of Director |
Sitting Fees1 |
Remuneration2 |
Girish Chandra Chaturvedi (Director & Chairperson upto June 30, 2024) |
1,100,000 |
1,250,000 |
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024) |
2,700,000 |
4,620,879 |
Neelam Dhawan |
3,000,000 |
3,140,110 |
Uday Chitale (Director upto October 19, 2024) |
1,400,000 |
1,640,110 |
Radhakrishnan Nair |
3,500,000 |
3,140,110 |
Hari L. Mundra (Director upto October 25, 2024) |
2,500,000 |
1,640,110 |
B. Sriram |
5,100,000 |
3,140,110 |
S. Madhavan |
3,700,000 |
3,140,110 |
Vibha Paul Rishi |
2,800,000 |
3,140,110 |
Rohit Bhasin (Director w.e.f. July 26, 2024) |
1,800,000 |
2,046,195 |
Punit Sood (Director w.e.f. October 1, 2024) |
1,700,000 |
1,500,000 |
1 The Independent Directors of the Bank including Chairperson receive sitting fees of
Rs 100,000 for attending each meeting of the Board/committee as approved by the Board.
Sitting fees for one committee meeting held in fiscal 2024 was paid in fiscal 2025.
2 The Board at its meeting held on February 15-17, 2024 and the Members through Postal
Ballot on May 14, 2024 approved the increase in fixed remuneration payable to
Non-executive Directors (excluding Part-time Chairperson and Director nominated by
Government of India) from 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 Chairperson) on proportionate basis in fiscal 2025.
Disclosures required with respect to Section 197(12) of the Companies Act, 2013
The ratio of the remuneration of each director to the median employee's remuneration
and such other details in terms of Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and as amended from time to time.
(i) The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year;
Independent Directors1 |
|
Girish Chandra Chaturvedi (Director & Chairperson upto June 30, 2024) |
3.79:1 |
Pradeep Kumar Sinha (Chairperson w.e.f. July 1, 2024) |
11.82:1 |
Neelam Dhawan |
9.92:1 |
Uday Chitale (Director upto October 19, 2024) |
4.91:1 |
Radhakrishnan Nair |
10.72:1 |
Hari L. Mundra (Director upto October 25, 2024) |
6.69:1 |
B. Sriram |
13.31:1 |
S. Madhavan |
11.05:1 |
Vibha Paul Rishi |
9.59:1 |
Rohit Bhasin (Director w.e.f. July 26, 2024) |
6.21:1 |
Punit sood (Director w.e.f. October 1, 2024) |
5.17:1 |
Executive Directors |
|
Sandeep Bakhshi |
115:1 |
Sandeep Batra |
100:1 |
Rakesh Jha |
100:1 |
Ajay Kumar Gupta |
100:1 |
1 The Independent Directors of the Bank including Chairperson receive sitting fees for
attending each Meeting of the Board/Committee as approved by the Board. The ratio of
remuneration as stated in point (i) above is calculated after considering sitting fees and
fixed remuneration paid during fiscal 2025.
(ii) The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
Sandeep Bakhshi, Managing Director & CEO |
1% |
Sandeep Batra, Executive Director |
1% |
Rakesh Jha, Executive Director |
1% |
Ajay Kumar Gupta, Executive Director |
1% |
Anindya Banerjee, Group Chief Financial Officer |
2% |
Prachiti Lalingkar, Company Secretary |
16% |
(iii) The percentage increase in the median remuneration of employees in the financial
year;
The percentage increase in the median remuneration of employees in the financial year
was around 11.4%.
(iv) The number of permanent employees on the rolls of company;
The number of employees, as mentioned in the section on Management's Discussion
& Analysis' is 130,957. Out of this, the employees on permanent rolls of the Bank are
129,177 including employees in overseas locations.
(v) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration;
The average percentage increase made in the salaries of total employees other than the
Key Managerial Personnel for fiscal 2025 was around 9.6%, while the average increase in
the remuneration of the Key Managerial Personnel was in the range of 1%-16%.
(vi) Affirmation that the remuneration is as per the remuneration policy of the
company.
Yes
Particulars of Senior Management Personnel (SMP)
(a) Changes in SMP during fiscal 2025
Prabhat Singh, Rajendra Khandelwal, Soumendra Mattagajasingh and Vipul Agarwal were
included in the list of senior management based on the eligibility criteria approved by
the Board. Atul Kumar, Bijith Bhaskar, Divyesh Shah, Manish Maheshwari, Partha Dey, Pramod
Dubey,
Pranav Mishra, Pravendra Shah, Rajesh Iyer, Shamala Potnis, Sriram Hariharan, Swanandi
Phalnikar, T K Srirang, Vikas Agarwal and Vikas Singhvi were excluded from the list of
senior management either owing to their retirement/ resignation from the Bank, movement to
Group company or changes in the organisation structure.
(b) List of SMP as on March 31, 2025
Anindya Banerjee (Group Chief Financial Officer), Anish Madhavan (Head - Cards, Payment
Solutions, E-Commerce Ecosystem, Merchant Ecosystem and Consumer Finance), Anubhuti
Sanghai (Head - Transaction Banking, Supply Chain Finance and Retail Trade Products), Anuj
Bhargava (Head - Global Clients Group, Multi National Clients, Public Sector Undertaking
and Advisory), Atul Arora (Head - Assets, Business Banking and Debt Service Management
Group), Balaji V.V. (Chief Technology Officer), G Srinivas (Group Chief Risk Officer),
Hitesh Sachdev (Head - Start Up Engagement and Investments), Nilanjan Sinha (General
Counsel), Pankaj Kohli (Head - Business Banking Credit and Process Management), Prabhat
Singh (Head - Retail Credit & Process Management - Retail Banking, Mortgage Valuation
Group), Prachiti Lalingkar (Company Secretary), Prasanna Balachander (Group Head - Global
Markets - Sales, Trading and Research), Rajendra Khandelwal (Group Chief Internal
Auditor), Rajesh Rai (Business Head - Retail and Business Banking), Rohit Poddar (Head -
Operations Group), Sanjay Singhvi (Head - Trust Association Societies & Clubs and
Government Banking Group), Sidharatha Mishra (Head - Digital Channels & Partnerships
and Customer Service), Soumendra Mattagajasingh (Group Chief Human Resources Officer and
Head Infrastructure Management & Services Group), Subir Saha (Group Chief Compliance
Officer), Sujit Ganguli (Head - Corporate Brand and Communications), Sumit Sanghai (Head -
Large Clients Group, Capital Markets, Construction Realty & Funding Group, Asset
Evaluation & Monetization, Custody and Financial Sponsors), Vipul Agarwal (Head - Data
Science and Analytics), Vyom Upadhyay (Deputy Chief Technology Officer).
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, making recommendations to the Board with respect to the
CSR initiatives, policies and practices of the ICICI Group, monitoring the CSR activities,
implementation and compliance with the CSR Policy, reviewing the submissions to be made to
the Board with respect to implementation of the annual CSR action plan including the
disbursement of funds for the purposes and manner as approved, implementation of ongoing
projects as per approved timelines and year- wise allocation of funds, any modifications
to be suggested to on-going projects, earmarking unspent CSR amount, if any, in subsequent
periods as prescribed in the Companies Act, 2013 and suggest deployment of any amount
spent in excess of the requirement for set-off in subsequent years, reviewing impact
assessment of projects, and reviewing and implementing, if required, any other matter
related to CSR initiatives as recommended/suggested by RBI or any other body.
Composition
There were two meetings of the Committee during the year - June 7, 2024 and January 23,
2025. The details of the composition of the Committee and attendance at its meetings held
during the year are set out in the following table:
Name of Member |
Number of meetings attended |
Pradeep Kumar Sinha, Chairperson (Chairperson w.e.f. July 1, 2024) |
2/2 |
Girish Chandra Chaturvedi (Member and Chairperson upto June 30, 2024) |
1/1 |
Radhakrishnan Nair |
2/2 |
Uday Chitale (upto September 30, 2024) |
1/1 |
Vibha Paul Rishi |
2/2 |
Rohit Bhasin (w.e.f. October 1, 2024) |
1/1 |
Rakesh Jha |
2/2 |
Details about the policy developed and implemented by the Company on CSR initiatives
taken during the year
ICICI Bank has a long-standing commitment towards socio-economic development through
CSR initiatives. The CSR Policy sets the framework guiding the CSR activities to be
undertaken. The CSR activities are primarily in the areas of healthcare and sanitation,
environment and ecology, livelihoods and community development including financial
literacy, fraud awareness and other activities as may be permitted under applicable law.
The activities are implemented either directly or through the ICICI Foundation for
Inclusive Growth.
The CSR policy was reviewed and updated in June 2024 to facilitate the Bank's endeavour
to take up multi-year CSR projects to make sustainable impact. The CSR policy was also
reviewed and updated in June 2025 to specify the frequency as annual for review of the CSR
Policy, and to include enablers for, as well as, to elaborate the list of CSR activities
and initiatives being and proposed to be undertaken by the Bank across various thematic
areas. The CSR policy has been hosted on the website of the Bank at
https://www.icicibank.com/about-us/corporate- social-responsibility.
The Annual Report on the Bank's CSR activities is annexed herewith as Annexure D.
V. Credit Committee Terms of Reference
The functions of the Committee, inter alia, includes review of developments in key
industrial sectors, major credit portfolios and approval of credit proposals as per the
authorisation approved by the Board.
Composition
There were twenty eight meetings of the Committee during the year - April 12, April 29,
May 13, May 22, June 6, June 18, June 28, July 10, July 30, August 131 (two meetings),
August 28, September 12,
September 19, September 27, October 19, October 30, November 8, November 29, December
10, December 19 and December 27 in 2024 and January 18, January 29, February 13, March 7,
March 15 and March 29 in 2025. The details of the composition of the Committee and
attendance at its meetings held during the year are set out in the following table:
Name of Member |
Number of meetings attended |
Sandeep Bakhshi, Chairperson |
28/28 |
Hari L. Mundra (upto September 30, 2024) |
14/15 |
B. Sriram |
28/28 |
Radhakrishnan Nair (w.e.f. October 1, 2024) |
13/13 |
Rakesh Jha |
26/28 |
1 To fulfill the quorum requirement of three members, Neelam Dhawan attended one
meeting of the Committee in place of Hari L. Mundra who was granted leave of absence.
VI. Customer Service Committee Terms of Reference
The functions of this Committee include review of customer service initiatives,
overseeing the functioning of the Standing Committee on Customer Service (Customer Service
Council) and evolving innovative measures for enhancing the quality of customer service
and improvement in the overall satisfaction level of customers.
Composition
There were six meetings of the Committee during the year - April 12, 2024, May 17,
2024, June 26, 2024, September 27, 2024, December 12, 2024 and February 14, 2025. The
details of the composition of the Committee and attendance at its meetings held during the
year are set out in the following table:
Name of Member |
Number of meetings attended |
Vibha Paul Rishi, Chairperson |
6/6 |
Hari L. Mundra (upto September 30, 2024) |
4/4 |
S. Madhavan (w.e.f. October 1, 2024) |
2/2 |
Sandeep Bakhshi |
6/6 |
Rakesh Jha |
6/6 |
VII. Fraud Monitoring Committee Terms of Reference
The Committee monitors and reviews all the frauds involving an amount of Rs 30.00
million and above with the objective of identifying the systemic lacunae and suggest
mitigating measures for strengthening the internal controls, risk management framework, if
any. The functions of this Committee include identifying the reasons for delay in
detection of fraud, if any in reporting to top management of the Bank and RBI. The status
of filing of complaint with law enforcement agencies and recovery position is also
monitored by the Committee. The Committee also ensures that staff accountability is
examined at all levels in all the cases of frauds and staff side action, if required, is
completed quickly without any delay. The role of the Committee is also to review the
efficacy of the remedial action taken to prevent recurrence of frauds.
Composition
There were five meetings of the Committee during the year - April 20, 2024, June 5,
2024, July 24, 2024, October 25, 2024 and January 24, 2025. The details of the composition
of the Committee and attendance at its meetings held during the year are set out in the
following table:
Name of Member |
Number of meetings attended |
Radhakrishnan Nair, Chairperson |
5/5 |
S. Madhavan (upto September 30, 2024) |
3/3 |
Neelam Dhawan |
5/5 |
Vibha Paul Rishi (w.e.f. October 1, 2024) |
2/2 |
Sandeep Bakhshi (upto September 30, 2024) |
3/3 |
Rakesh Jha |
5/5 |
VIII. Information Technology Strategy Committee Terms of Reference
The functions of the Committee are to approve strategy for Information Technology (IT)
and policy documents, ensure that IT strategy is aligned with business strategy, review
performance with reference to IT & IS key risk indicators including periodic review of
such risk indicators, ensure proper
balance of IT investments for sustaining the Bank's growth, oversee the aggregate
funding of IT at Bank- level, ascertain if the management has resources to ensure the
proper management of IT risks, review contribution of IT to business, oversee the
activities of Digital Council, review technology from a future readiness perspective,
overseeing key projects progress & critical IT systems performance including review of
IT capacity requirements and adequacy and effectiveness of business continuity management
and disaster recovery, review of special IT initiatives, review cyber risk, consider the
RBI inspection report/ directives received from time to time by the Bank in the areas of
information technology and cyber security and to review the compliance of various
actionables arising out of such reports/directives as may be deemed necessary from time to
time and review deployment of skilled resources within Technology and Information Security
function to ensure effective and efficient deliveries.
Composition
There were six meetings of the Committee during the year - July 5, 2024, August 29,
2024, November 27, 2024, January 13, 2025, January 18, 2025 and March 15, 2025 (held
jointly with Risk Committee). The details of the composition of the Committee and
attendance at its meetings held during the year are set out in the following table:
Name of Member |
Number of meetings attended |
B. Sriram, Chairperson |
6/6 |
Neelam Dhawan |
6/6 |
Punit Sood (w.e.f. October 1, 2024) |
4/4 |
Sandeep Batra |
6/6 |
Rakesh Jha (upto July 26, 2024) |
1/1 |
Ajay Kumar Gupta (w.e.f. July 27, 2024) |
5/5 |
IX. Risk Committee Terms of Reference
The functions of the Committee are to review ICICI Bank's risk management policies
pertaining to credit, market, liquidity, operational, outsourcing, model risk management,
framework for early warning signals and red flagging of accounts, reputation
risks, business continuity plan and disaster recovery plan and approve Broker
Empanelment Policy and any amendments thereto. The functions of the Committee also include
setting limits on any industry or country, review of the ERM framework, Risk Appetite for
the Bank, stress testing framework, ICAAP and framework for capital allocation; review of
the Basel framework, risk dashboard covering various risks, outsourcing activities, the
activities of the Asset Liability Management Committee and the proceedings of the Group
Risk Management Committee. The Committee also carries out Cyber Security risk assessment.
The appointment, removal and terms of remuneration of the Chief Risk Officer is subject to
review by the Committee. The Committee coordinates its activities with other committees,
in instances where there is any overlap with activities of such committees, as per the
framework laid down by the Board of Directors.
Composition
There were ten meetings of the Committee during the year - April 16, 2024, April 24,
2024, June 10, 2024, June 20, 2024, July 25, 2024, October 25, 2024, January 24, 2025,
February 28, 2025, March 10, 2025 and March 15, 2025 (held jointly with Information
Technology Strategy Committee).
The details of the composition of the Committee and attendance at its meetings held
during the year are set out in the following table:
Name of Member |
Number of meetings attended |
Rohit Bhasin, Chairperson (Member w.e.f. July 27, 2024 and Chairperson w.e.f. October
1, 2024) |
5/5 |
S. Madhavan (Chairperson upto September 30, 2024) |
10/10 |
Girish Chandra Chaturvedi (upto June 30, 2024) |
4/4 |
Pradeep Kumar Sinha |
10/10 |
Vibha Paul Rishi (upto September 30, 2024) |
5/5 |
Punit Sood (w.e.f. October 1, 2024) |
5/5 |
Sandeep Batra |
10/10 |
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 five meetings of the Committee during the year - April 25, 2024, July 26,
2024, October 25, 2024, January 23, 2025 and March 26, 2025. The details of the
composition of the Committee and attendance at its meetings held during the year are set
out in the following table:
Name of Member |
Number of meetings attended |
Vibha Paul Rishi, Chairperson (Member and Chairperson w.e.f. October 1, 2024) |
3/3 |
Hari L. Mundra (Member and Chairperson upto September 30, 2024) |
2/2 |
Uday Chitale (upto September 30, 2024) |
2/2 |
Sandeep Batra |
5/5 |
Ajay Kumar Gupta (w.e.f. October 1, 2024) |
3/3 |
Prachiti Lalingkar, Company Secretary of the Bank acts as the Compliance Officer in
accordance with the requirements of the SEBI Listing Regulations. 346 investor complaints
were received in fiscal 2025. At March 31, 2025, twenty complaints were pending. The Bank
has attended to all the complaints and as on date, three complaints are pending closure
with the statutory authority.
XI. Review Committee for Identification of Wilful Defaulters/Non-Co- operative
Borrowers
The Managing Director & CEO was the Chairperson of this Committee and any two
independent Directors comprised the remaining members. The Committee met once during the
year on October 28, 2024. The meeting was chaired by Sandeep Bakhshi and Neelam Dhawan and
B. Sriram were also in attendance.
Pursuant to the revised Master Direction on treatment of wilful defaulters and large
defaulters issued by RBI, the said Committee has been subsequently dissolved.
XII. Review Committee (Gross Principal Outstanding > Rs. 750.0 million) for
identification & classification of wilful defaulters
Pursuant to the revised Master Direction on treatment of wilful defaulters and large
defaulters issued by RBI, the said Committee was constituted during fiscal 2025.
Terms of Reference
The function of the Committee is to review the order of the Identification Committee
(Gross Principal Outstanding > Rs. 750.0 million) for identification &
classification of wilful defaulters and confirm the same for the order to be considered
final.
Composition
The Managing Director & CEO is the Chairperson of this Committee and any two
independent Directors comprise the remaining members. The Committee met on February 14,
2025. The meeting was chaired by Sandeep Bakhshi and Neelam Dhawan and S. Madhavan were
also in attendance.
XIII. Separate Meeting of Independent Directors
In accordance with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the
SEBI Listing Regulations, Independent Directors should meet at least once in a financial
year. During the year, the Independent Directors met on April 27, 2024 without the
presence of non-independent directors and members of the management, inter alia, to review
the matters statutorily prescribed under the Companies Act, 2013 and the SEBI Listing
Regulations.
XIV. Other Committees
In addition to the above, the Board has, from time to time, constituted various
committees, namely, Committee of Executive Directors, Executive Investment Committee,
Asset Liability Management Committee, Review Committee (Gross Principal Outstanding <=
Rs. 750.0 million) for identification & classification of wilful defaulters,
Identification Committee (Gross Principal outstanding > Rs. 750.0 million) for
identification & classification of wilful defaulters, Identification Committee (Gross
Principal outstanding <= Rs. 750.0 million) for identification & classification of
wilful defaulters, Committee of Senior Management (comprising certain wholetime Directors
and Executives), Committee of Executives, Compliance Committee, Group Risk Management
Committee, Process Approval Committee, Outsourcing Committee, Operational Risk Management
Committee, Vigilance Committee, Product Governance Forum and other committees. These
committees are responsible for specific areas like asset liability management,
approval/renewal of credit proposals, review of group risk management framework, approval
of products and processes and management of operational risk, etc., under
authorisation/supervision of the Board and its committees.
XV. General Body Meetings Annual General Meetings
The details of Annual General meetings held in the last three years are given below:
General Body Meeting |
Day, Date & Time |
Venue |
Special Resolutions |
Thirtieth Annual General Meeting |
Thursday, August 29, 2024 at 3:00 p.m. |
VC/ OAVM* |
Appointment of Rohit Bhasin (DIN: 02478962) as an Independent Director of the
Bank |
Twenty-Ninth Annual General Meeting |
Wednesday, August 30, 2023 at 2:00 p.m. |
VC/ OAVM* |
Re-appointment of Hari L. Mundra (DIN: 00287029) as an Independent Director of
the Bank |
|
|
|
Re-appointment of B. Sriram (DIN: 02993708) as an Independent Director of the
Bank |
|
|
|
Re-appointment of S. Madhavan (DIN: 06451889) as an Independent Director of the
Bank |
Twenty-Eighth Annual General Meeting |
Tuesday, August 30, 2022 at 3:00 p.m. |
VC/ OAVM* |
Re-appointment of Neelam Dhawan (DIN: 00871445) as an Independent Director of
the Bank |
|
|
|
Re-appointment of Uday Chitale (DIN: 00043268) as an Independent Director of
the Bank |
|
|
|
Re-appointment of Radhakrishnan Nair (DIN: 07225354) as an Independent Director
of the Bank |
|
|
|
Approval and adoption of ICICI Bank Employees Stock Unit Scheme - 2022' |
|
|
|
Approval of grant of Units to the eligible employees of select unlisted wholly
owned subsidiaries under ICICI Bank Employees Stock Unit Scheme - 2022' |
* Meeting held through Video Conferencing/Other Audio Visual Means
Postal Ballot
None of the businesses proposed to be transacted at the ensuing AGM require passing of
resolution through postal ballot.
Resolutions were passed through postal ballot during fiscal 2025 pursuant to the
provisions of Section 110 and other applicable provisions of the Companies Act, 2013. In
accordance with the General Circulars issued by the Ministry of Corporate Affairs, the
approval of the Members of the Bank was obtained through Postal Ballot only through the
remote e-voting process.
Postal Ballot Notice dated April 5, 2024
The details of the resolutions and voting pattern are given below:
Resolution |
Number of votes polled |
% of votes polled on outstanding shares |
Number of votes cast in favour of the Resolution |
Number of votes cast against the Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
Appointment of Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with
effect from February 17, 2024 (Special Resolution) |
6,002,261,772 |
85.4654 |
5,984,653,128 |
17,608,644 |
99.7066 |
0.2934 |
Compensation payable to Pradeep Kumar Sinha (DIN: 00145126) as Non-Executive Part-time
Chairman with effect from July 1, 2024 or the date of approval from Reserve Bank of India,
whichever is later (Ordinary Resolution) |
5,999,076,311 |
85.4201 |
5,996,473,643 |
2,602,668 |
99.9566 |
0.0434 |
Revision in compensation in the form of fixed remuneration payable to the
Non-Executive Directors (other than part-time Chairman and the Director nominated by the
Government of India) (Ordinary Resolution) |
5,999,697,183 |
85.4289 |
5,994,605,996 |
5,091,187 |
99.9151 |
0.0849 |
Revision in fixed remuneration of Girish Chandra Chaturvedi (DIN: 00110996),
Non-Executive (Part-time) Chairman (Ordinary Resolution) |
5,999,697,176 |
85.4289 |
5,999,342,389 |
354,787 |
99.9941 |
0.0059 |
Appointment of Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director
(designated as Executive Director) with effect from March 15, 2024 and payment of
remuneration to him (Ordinary Resolution) |
5,999,435,519 |
85.4252 |
5,940,575,833 |
58,859,686 |
99.0189 |
0.9811 |
Vinita Nair of M/s. Vinod Kothari & Company, Practicing Company Secretaries,
Scrutinizer submitted her report on May 15, 2024. Basis the consolidated Scrutinizer's
report, all the above resolutions were passed with requisite majority on May 14, 2024
(being the last date of remote e-voting).
The Scrutinizer Report and the Voting results are available on the website of the stock
exchanges and the Bank.
Postal Ballot Notice dated October 26, 2024
The details of the resolution and voting pattern are given below:
Resolution |
Number of votes polled |
% of votes polled on outstanding shares |
Number of votes cast in favour of the Resolution |
Number of votes cast against the Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
Appointment of Punit Sood (DIN: 00033799) as an Independent Director with effect from
October 1, 2024 (Special Resolution) |
6,039,889,951 |
85.6886 |
6,026,551,929 |
13,338,022 |
99.7792 |
0.2208 |
P. N. Parikh of M/s. Parikh Parekh & Associates, Practising Company Secretaries,
Scrutinizer submitted his report on November 29, 2024. Basis the consolidated
Scrutinizer's report, the above resolution was passed with requisite majority on November
29, 2024 (being the last date of remote e-voting).
The Scrutinizer Report and the Voting results are available on the website of the stock
exchanges and the Bank.
XVI. Disclosures
1. There are no materially significant transactions with related parties i.e.,
directors, management, subsidiaries, or relatives conflicting with the Bank's interests.
The Bank has no promoter.
2. Details of non-compliance by the Bank, penalties or strictures imposed on the Bank
by stock exchanges or SEBI or any statutory authority, on any matter relating to capital
markets, during the last three years are detailed as under:
(i) SEBI vide letter dated March 20, 2025, issued an administrative warning cum
advisory letter in respect of the following observations identified during the inspection
of Custodian activities of the Bank:
Failure to obtain instructions for settlement of equity trades from
institutional clients through STP modes in certain cases;
Delay in distribution of dividends and interests collected on behalf of clients
in certain cases;
Delay in blocking the accounts of twelve FPIs whose Legal Entity Identifier had
expired; and
Debt investment limit breach details of four FPIs were not reported to SEBI.
The Bank has, vide its letter dated April 4, 2025, filed the action taken report with
SEBI. Further, as advised by SEBI, the findings of inspection, reply thereto, warning
letter and the action taken report were placed before the Board of Directors at its
meeting held on April 19, 2025. The Board noted the steps taken by the Bank and advised to
ensure compliance of the instructions issued by SEBI.
(ii) SEBI vide letter dated February 28, 2025, issued an administrative warning cum
advisory letter in respect of the following observations identified during the inspection
of Designated Depository Participant activities of the Bank:
Delay in intimating the details of invalid FPIs to Depository;
Failure to identify incomplete granular disclosures made by three FPIs; and
Omitted to include one FPI under Adhoc Report for FPI exemption.
The Bank has, vide its letter dated March 13, 2025, filed the action taken report with
SEBI. Further, as advised by SEBI, the findings of inspection, reply thereto, warning
letter and the action taken report were placed before the Board of Directors at its
meeting held on April 19, 2025. The Board noted the steps taken by the Bank and advised to
ensure compliance of the instructions issued by SEBI.
(iii) SEBI issued an advisory letter dated February 4, 2025, whereby SEBI observed
delay of one day in filing the quarterly reports in three instances on the SEBI
intermediary (SI) portal of Custodian and has inter-alia advised to adhere to the
timelines of regulatory reporting. The Bank has taken adequate steps to strengthened the
nonrecurrence of such instance.
(iv) SEBI issued an advisory letter dated June 27, 2024 whereby SEBI observed delay in
updation on the SI portal of Merchant Banker, regarding appointment of Director. SEBI has
advised the Bank to be careful in future and improve compliance standards to avoid
recurrence of such instances. The Bank has taken adequate steps to strengthened the
non-recurrence of such instance.
(v) SEBI issued Administrative Warning Letter dated June 6, 2024 with respect to
outreach programme undertaken by the Bank regarding the Scheme of Arrangement for
delisting of the equity shares of ICICI Securities. In terms of the directions of
Administrative Warning Letter, the Bank filed a disclosure with the stock exchanges on
June 6, 2024 and the letter was also placed before the Board of Directors of the Bank at
its meeting held on June 29, 2024 along with action taken by the Bank in respect to the
complaints received from shareholders. Thereafter, the Bank also submitted relevant
extract of the Board discussion to SEBI.
(vi) SEBI issued administrative warning letter dated March 30, 2024 in respect of the
following observations identified during the inspection of Depository Participant (DP)
activities:
In one instance, bank account was not updated in back-office system.
In one instance of Delivery Instruction Slip (DIS) issuance, the Bank in its
capacity as DP, had issued DIS booklet to client on April 17, 2023 but same was not
entered in Depository Participant Module system.
The Bank vide its letter dated April 6, 2024 to SEBI, has submitted action taken report
on the observations made by SEBI. Further, as advised by SEBI, the aforementioned letter
from SEBI along with findings of inspection and the corrective steps taken by the Bank
were placed before the Board of Directors at its meeting held on April 27, 2024. The Board
noted the steps taken by the Bank and advised to ensure compliance with the instructions
issued by SEBI. The same was informed to SEBI by the Bank vide letter dated May 30, 2024.
(vii) BSE and NSE had levied a fine of 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 their communications dated March 31, 2023 and May 15, 2023
respectively, waived the fine.
(viii) SEBI issued an administrative warning on March 2, 2023 for collection of
registration fees in advance before registration of Common Application Form and collection
of balance fees in case of re-categorization of FPI category and non-updation of
operational manual with specific section to deal with specific entities. The Bank
submitted its action taken report to SEBI. Further, the Board of Directors noted the steps
taken by the Bank and advised to ensure timely compliance with the instruction issued by
SEBI. The same was informed to SEBI.
(ix) SEBI issued an administrative warning on October 14, 2022 for failure to transfer
amounts pertaining to written off securities to the Investor Protection and Education Fund
within prescribed timelines and delay in updation of Operational Manual after issuance of
Regulations/Guidelines. The Bank placed the same along with corrective measures before the
Board and also submitted the responses to SEBI.
3. In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been
denied access to the Audit Committee.
4. Being a banking company, the disclosures relating to deposits as required under Rule
8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of
the Companies Act, 2013, are not applicable to the Bank.
5. There is no application or proceeding pending against the Bank under the Insolvency
and Bankruptcy Code, 2016 during the year under review.
6. There was no instance of one-time settlement with any other bank or financial
institution during the year under review.
XVII. Means of Communication
It is ICICI Bank's belief that all its stakeholders should have access to information
regarding its position to enable them to accurately assess its future potential.
ICICI Bank disseminates information on its operations and initiatives on a regular
basis. ICICI Banks website www.icicibank.com serves as a key awareness facility for
all its stakeholders, allowing them to access information at their convenience. It
provides comprehensive information on ICICI Bank's strategy, financial performance,
operational performance and the latest press releases.
ICICI Bank's investor relations personnel respond to specific queries and play a
proactive role in disseminating information to both analysts and investors. The
information is disseminated to the NSE, BSE, New York Stock Exchange (NYSE), SEC,
Singapore Stock Exchange, Japan Securities Dealers Association and SIX Swiss Exchange Ltd.
from time to time. In accordance with SEBI and Securities Exchange Commission (SEC)
guidelines, all information which could have a material bearing on ICICI Bank's share
price is also released through leading domestic and global wire agencies.
The financial and other information and the various compliances as required/prescribed
under the SEBI Listing Regulations are filed electronically with NSE/BSE and are also
available on their respective websites in addition to the Bank's website.
ICICI Bank's quarterly financial results are published in Financial Express and
Vadodara Samachar. The financial results, official news releases, earnings call
transcripts, audio recording and presentations are also available on the Bank's website.
The Management's Discussion & Analysis forms part of the Annual Report.
General Shareholder Information
Annual General Meeting |
Day, Date |
Time |
Thirty-first Annual General Meeting through Video Conferencing/Other Audio Visual
Means |
Saturday, August 30, 2025 |
11:00 a.m. |
Financial Year : April 1, 2024 to March 31, 2025 Record Date : August 12, 2025 Dividend
Payment Date : Will be paid/despatched on or after September 3, 2025
Listing of equity shares/ADSs/Bonds on Stock Exchanges
Stock Exchange |
Code for ICICI Bank |
BSE Limited (Equity), 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)23 11, Wall Street, New York, NY 10005, United States of
America |
IBN |
1 FII segment of BSE
2 Each ADS of ICICI Bank represents two underlying equity shares
3 On June 27, 2025, the Board has approved the amendment to the ICICI Bank ADR Deposit
Agreement, subject to approval of RBI, to grant voting rights pertaining to the Deposited
Securities to the registered ADS holders. The voting rights by the registered ADS holder
would be subject to it demonstrating that its holdings are in conformity with Section 12B
of the Banking Regulation Act, 1949 read with applicable Master Direction &
Guidelines, as amended from time to time.
The bonds issued in domestic market comprised privately placed bonds as well bonds
issued via public issues which are listed on BSE/NSE.
ICICI Bank has paid annual listing fees for the relevant periods to BSE and NSE where
its equity shares/ bonds are listed and NYSE where its ADSs are listed.
Listing of other securities
The bonds issued overseas are issued either in public or private placement format. As
on date, the listed bonds are traded on Singapore Exchange Securities Trading Limited, 2
Shenton Way, #02- 02, SGX Centre 1, Singapore 068804 or India International Exchange
(IFSC) Limited (India INX), 1st Floor, Unit No. 101, The Signature, Building No. 13B, Road
1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar, Gujarat-382050 or NSE IFSC Limited, Unit
No.1201, Brigade International Financial Centre, 12th floor, Block-14, Road 1C, Zone -1,
GIFT SEZ, Gandhinagar, Gujarat - 382355.
Share Transfer System, Dematerilisation of Shares and Liquidity
As per the SEBI mandate, securities of listed companies can be transferred/traded only
in dematerialised form. In view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management, Members holding shares in physical
form are requested to consider converting their holdings to dematerialised form. The
Bank's equity shares are actively traded on the stock exchanges.
In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018
and SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, as amended vide
Circular No. CIR/MRD/DP/30/2010 dated September 6, 2010 an audit is conducted on a
quarterly basis, for the purpose of, inter alia, reconciliation of the total admitted
equity share capital with the depositories and in the physical form with the total
issued/paid up equity share capital of ICICI Bank. Audit Reports issued in this regard are
placed before the Stakeholders Relationship Committee and filed with BSE and NSE, where
the equity shares of ICICI Bank are listed.
Registrar and Transfer Agents
KFin Technologies Limited is the Registrar & Transfer Agent (R & T Agent) for
equity shares of ICICI Bank. Investor services related queries/requests/grievances for
equity shares may be directed to C Shobha Anand at the following address:
KFin Technologies Limited
Unit: ICICI Bank Limited
Selenium Building, Tower-B
Plot No. 31 & 32, Financial District
Nanakramguda, Serlingampally
Hyderabad 500 032, Rangareddy
Telangana, India
Tel. No.: +91-040-6716 2222
Fax No.: +91-040-2342 0814
Toll free No.: 18003094001
E-mail: einward.ris@kfintech.com
Website: https://ris.kfintech.com
Investor Support Centre: https://ris.kfintech.com/
clientservices/isc
Details of other Service Centers of KFin Technologies Limited, R & T Agent for
equity shareholders can be viewed at https://www.icicibank.com/about-us/ investor-contact.
3i Infotech Limited is the R & T Agent for the bonds/ debentures issued by ICICI
Bank. Investor services related queries/requests/grievances for bonds/ debentures may be
directed to Vijay Singh Chauhan at the following address:
3i Infotech Limited
International Infotech Park, Tower # 5, 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-infotach.com/invastors/
Queries relating to the operational and financial performance of ICICI Bank may be
addressed to:
Anindya Banerjee/Abhinek Bhargava
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +91-22-4008 6173
E-mail: ir@icicibank.com
Debenture Trustees
Pursuant to Regulation 53 of the SEBI Listing Regulations, the names and contact
details of the debenture trustees for the public issue bonds and privately placed bonds of
the Bank are given below:
Axis Trustee Services Limited |
IDBI Trusteeship Services Limited |
The Ruby, 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.in |
itsl@idbitrustee.com |
The details are available on the website of the Bank at
https://www.icicibank.com/Personal-Banking/investments/ icici-bank-bonds/index.page.
Information on Shareholding
Details of shares held in Demat and Physical form at March 31, 2025
Mode of holding |
No. of Shares |
% |
Demat |
7,111,741,731* |
99.86 |
Physical |
10,186,099 |
0.14 |
Total |
7,121,927,830 |
100.00 |
* Includes equity shares of ICICI Bank allotted on March 26, 2025 pursuant to the
Scheme of Arrangement (corporate action was pending as on March 31, 2025).
Distribution of shareholding of ICICI Bank at March 31, 2025
Range - Shares |
No. of Folios |
% |
No. of Shares |
% |
1 - 5,000 |
1,975,821 |
98.85 |
242,217,543 |
3.40 |
5,001 - 10,000 |
11,453 |
0.57 |
39,622,453 |
0.56 |
10,001 - 20,000 |
4,933 |
0.25 |
34,303,225 |
0.48 |
20,001 - 30,000 |
1,566 |
0.08 |
19,178,404 |
0.27 |
30,001 - 40,000 |
751 |
0.04 |
13,077,740 |
0.18 |
40,001 - 50,000 |
470 |
0.02 |
10,565,778 |
0.15 |
50,001 - 100,000 |
1,008 |
0.05 |
35,898,593 |
0.50 |
100,001 & Above |
2,889 |
0.14 |
6,727,064,094 |
94.46 |
Total |
1,998,891 |
100.00 |
7,121,927,830 |
100.00 |
Shareholding pattern of ICICI Bank at March 31, 2025
Shareholder Category |
No. of Shares |
% holding |
Deutsche Bank Trust Company Americas (Depositary for ADS holders) |
1,324,805,129 |
18.60 |
FIIs/FPIs |
2,656,490,601 |
37.30 |
Insurance Companies |
652,339,663 |
9.16 |
Bodies Corporate (includes Government Companies, Clearing Members, Banks and Financial
Institutions) |
79,379,656 |
1.11 |
Mutual Funds |
1,731,254,476 |
24.31 |
Individuals (includes HUF, Trusts, NRI) |
454,052,744 |
6.39 |
NBFCs Registered with RBI |
3,007,413 |
0.04 |
Provident Funds/Pension Funds |
149,678,991 |
2.10 |
Alternate Investment Fund |
55,069,068 |
0.77 |
Investor Education and Protection Fund |
9,518,318 |
0.13 |
Others (includes Foreign Banks, Foreign Companies, Foreign Nationals etc.) |
6,331,771 |
0.09 |
Total |
7,121,927,830 |
100.00 |
Shareholders of ICICI Bank with more than one percent holding (PAN based) at March 31,
2025
Name of the Shareholder |
No. of Shares |
% holding |
Deutsche Bank Trust Company Americas* |
1,324,805,129 |
18.60 |
Life Insurance Corporation of India |
394,047,798 |
5.53 |
SBI Mutual Fund |
355,315,337 |
4.99 |
ICICI Prudential Mutual Fund |
264,645,663 |
3.72 |
HDFC Mutual Fund |
217,837,497 |
3.06 |
NPS Trust |
149,678,991 |
2.10 |
UTI Mutual Fund |
141,741,669 |
1.99 |
Government of Singapore |
131,556,234 |
1.85 |
Nippon Life India Mutual Fund |
130,670,670 |
1.83 |
Government Pension Fund Global |
107,875,076 |
1.51 |
SBI Life Insurance Company Limited |
90,577,502 |
1.27 |
Kotak Mutual Fund |
86,581,792 |
1.22 |
Aditya Birla Sun Life Mutual Fund |
76,784,495 |
1.08 |
Vanguard Total International Stock Index Fund |
74,263,842 |
1.04 |
Axis Mutual Fund |
72,389,992 |
1.02 |
* Deutsche Bank Trust Company Americas holds equity shares of ICICI Bank as depositary
for ADS holders.
Details of shares/convertible instruments held by Non-executive Directors
As on March 31, 2025, S. Madhavan and Vibha Paul Rishi (as joint holder) held 5,005*
and 330 equity shares of Rs 2.00 each respectively.
* Includes 1,005 equity shares of ICICI Bank allotted on March 26, 2025 in lieu of
1,500 equity shares held in ICICI Securities pursuant to the Scheme of Arrangement.
Disclosure with respect to shares lying in suspense account
The Bank had 93,202 equity shares held by 464 shareholders lying in suspense account at
the beginning of the fiscal 2025. The Bank has been transferring the shares lying
unclaimed to the eligible shareholders as and when the request for the same has been
received after proper verification. During the year under review, the Bank had processed
request received from a shareholder holding 275 shares and accordingly the said shares
were transferred from the suspense account. As on March 31, 2025, 92,927 shares held by
463 shareholders remained unclaimed in the suspense account.
The voting rights on the shares lying in suspense account are frozen till the rightful
owner of such shares claims the shares.
Transfer of unclaimed dividend and shares to Investor Education & Protection Fund
(IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, during
fiscal 2025, dividend amount of Rs 40.09 million remaining unclaimed for a period of seven
years from the date of its transfer to the Unpaid Dividend Accounts of the Company has
been transferred to the IEPF.
Pursuant to Section 124(6) of the Companies Act, 2013 read with the Investor Education
& Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016,
during fiscal 2025, 680,892 equity shares in respect of which the dividend has not been
claimed for seven consecutive years have been transferred to the designated demat account
of the IEPF Authority.
The unclaimed dividend and the equity shares transferred to IEPF can be claimed by
making an application in the prescribed form to IEPF.
Members who have not yet encashed their dividend warrant(s) for the financial year
ended March 31, 2018 and/or subsequent years are requested to submit their claims to KFin
Technologies Limited without any delay.
The details of Nodal Officer and Deputy NodaI Officers appointed under the provisions
of IEPF are available on the website of the Bank at https://www.icicibank.
com/about-us/invest-relations/unpaid-unclaimed- dividend.
Outstanding GDRs/ADSs/Warrants or any Convertible instruments, conversion date and
likely impact on equity
ICICI Bank has 662.40 million ADS (equivalent to 1,324.80 million equity shares)
outstanding, which constituted 18.60% of ICICI Bank's total equity capital at March 31,
2025. There are no other convertible instruments outstanding as on March 31, 2025.
Commodity price risk or foreign exchange risk and hedging activities
The foreign exchange risk position including bullion is managed within the net
overnight open position limit approved by the Board of Directors. The foreign currency
assets of the Bank are primarily floating rate linked assets. Wholesale liability raising
for foreign currencies takes place in USD or other currencies through bond issuances,
bilateral loans and syndicated/club loans as well as refinance from Export Credit Agencies
which may be at a fixed rate or floating rate linked. In case of fixed rate long-term
wholesale fund raising in USD, the interest rate risk is generally hedged through interest
rate swaps wherein the Bank effectively moves the interest payments to a floating rate
index in order to match the asset profile. In case of fund raising in non-USD currencies,
the foreign exchange risk is hedged through foreign exchange swaps or currency interest
rate swaps.
The extant RBI guidelines do not allow AD Category I Banks to take any market positions
in commodity related activities. However, the extant guidelines allows Bank to import gold
and silver in line with the RBI license and selling of imported gold/silver on outright
basis to domestic clients or providing gold metal loan to jewellery manufacturers. ICICI
Bank provides pricing and hedging of Gold Metal Loan to jewellery customers and such
exposures are covered on a back-to-back basis with gold suppliers.
In view of the above, the disclosure pursuant to the SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018 is not required to be
given.
Plant Locations - Not applicable
Address for Correspondence
Prachiti Lalingkar
Company Secretary
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +91-22-4008 8900
E-mail: companysecretary@icicibank.com
The Bank is in compliance with requirements specified in Regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations.
The Bank has also complied with the discretionary requirements such as maintaining a
separate office for the Chairperson at the Bank's expense, ensuring financial statements
with unmodified audit opinion, separation of posts of Chairperson and Chief Executive
Officer and reporting of internal auditor directly to the Audit Committee.
Bank's Customer Service
The Bank enables customers to avail of services through multiple channels.
Customer care: Single contact number and e-mail ID to connect with us for all
your Banking related queries
Phone number 1800 1080 and Email: customer. care@icicibank.com
To know more, visit https://www.icicibank.com/ customer-care
Branch: Visit our branch for resolution. Alternative, drop queries/feedback in
the drop box at branches.
iMobile: Seek resolution using the iPAL chat bot.
Website: Register a request on the Bank's website. For details,
https://www.icicibank.com/personal- banking/insta-banking/internet-banking/list-of-
service-requests
Analysis of Customer Complaints
The details required as per the RBI Circular No. CEPD.
CO.PRD.Cir.No.01/13.01.013/2020-21 dated January 27, 2021 are disclosed in note no. 55 of
Schedule 18 of the financial statements.
COMPLIANCE CERTIFICATE OF THE AUDITORS
ICICI Bank has annexed to this Report, a certificate obtained from the Secretarial
Auditor regarding compliance of conditions of corporate governance as stipulated in the
SEBI Listing Regulations.
SHARE BASED EMPLOYEE BENEFITS SCHEME(S)
(a) ICICI Bank Employees Stock Option Scheme - 2000
I CICI Bank has an Employees Stock Option Scheme - 2000 (Scheme 2000) which was
instituted in fiscal 2000 to enable the employees and Wholetime Directors of ICICI Bank
and its subsidiaries to participate in future growth and financial success of the Bank.
The Scheme 2000 aims at achieving the twin objectives of aligning employee interest to
that of the shareholders and retention. Through employee stock option grants, the Bank
seeks to foster a culture of long-term sustainable value creation. The Scheme 2000 is in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). The options are
granted by BGRNC and noted/approved by the Board as the case maybe.
The Scheme 2000 was initially approved by the Members at their meeting held on February
21, 2000 and amended from time to time.
The Bank has upto March 31, 2025 granted (net of lapsed) 639.49 million stock options
from time to time aggregating to 8.98% of the issued equity capital of the Bank at March
31, 2025. As per the Scheme 2000, as amended from time to time, the maximum number of
options granted to any employee/Director in a year is limited to 0.05% of ICICI Bank's
issued equity shares at the time of the grant, and the aggregate of all such options is
limited to 10% of ICICI Bank's issued equity shares on the date of the grant (equivalent
to 712.19 million shares of face value Rs 2.00 each at March 31, 2025).
Particulars of options granted by ICICI Bank as on March 31, 20251 are given below:
Number of options outstanding2 at the beginning of the year |
198,731,466 |
Number of options granted during the year |
15,964,860 |
Number of options forfeited/ lapsed during the year |
1,997,001 |
Number of options vested during the year |
21,345,542 |
Number of options exercised during the year |
42,832,398 |
Number of shares arising as a result of exercise of options |
42,832,398 |
Money realised by exercise of options during the year (Rs) |
14,373,696,918 |
Number of options outstanding2 at the end of the year |
169,866,927 |
Number of options exercisable at the end of the year |
137,704,023 |
1 In March 2025, 2,960,270 options were granted to eligible employees of ICICI
Securities including its subsidiaries pursuant to the Scheme of Arrangement. The exercise
price payable for the options granted by ICICI Bank has been adjusted after taking into
account the effect of the Swap Ratio.
2 Options granted less exercised less lapsed.
(b) I CICI Bank Employees Stock Unit Scheme - 2022
I CICI Bank has an Employees Stock Unit Scheme - 2022 (Scheme 2022) which was
instituted in fiscal 2023. The key objectives of the Scheme 2022 are to deepen the
co-ownership amongst the (i) mid level and front-line managers, and (ii) employees of
Bank's select unlisted wholly owned subsidiaries with the following key considerations:
i. to enable employees' participation in the business as an active stakeholder to usher
in an Owner-Manager' culture and to act as a retention mechanism;
ii. to enhance motivation of employees; and
iii. to enable employees to participate in the long term growth and financial success
of the Bank.
The Scheme 2022 is in compliance with the SEBI SBEB & SE Regulations.
Maximum of 100,618,910* units, shall be granted in one or more tranches over a period
of seven years from the date of approval of the Scheme 2022 by the shareholders, which
shall entitle the unit holder one fully paid-up equity share of face value of 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 100,618,910* equity shares of face value of Rs 2.00 each
shall be allotted to all eligible employees taken together under the Scheme 2022.
increased from 100,000,000 to 100,618,910 pursuant to the Scheme of Arrangement
and in-principle approval received from the stock exchanges on April 1, 2025.
Units granted under the Scheme 2022 shall vest not later than the maximum vesting
period of 4 years. Exercise price shall be the face value of equity shares of the Bank
i.e. Rs 2.00 for each unit (as adjusted for any changes in capital structure of the Bank).
Units granted under the Unit Scheme 2022 vest in a graded manner over a three-year
period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of
13 months from the date of grant. Exercise period will not exceed five years from date of
vesting of units or such shorter period as may be determined by the BGRNC for each grant.
Besides continuity of employment, vesting shall also be dependent on achievement of
certain corporate performance parameter(s) such as:
Risk Calibrated Core Operating profit;
Provision/asset quality;
Other parameters, if any, as the Committee may determine
Particulars of units granted by ICICI Bank as on March 31, 20251 are given below:
Number of units outstanding2 at the beginning of the year |
4,190,810 |
Number of units granted during the year |
4,964,420 |
Number of units forfeited/lapsed during the year |
371,263 |
Number of units vested during the year |
1,313,006 |
Number of units exercised during the year |
751,672 |
Number of shares arising as a result of exercise of units |
751,672 |
Money realised by exercise of units during the year (Rs) |
1,503,344 |
Number of units outstanding2 at the end of the year |
8,032,295 |
Number of units exercisable at the end of the year |
560,656 |
1 In March 2025, 618,910 units were granted to eligible employees of ICICI Securities
including its subsidiaries at an exercise price of Rs 2.00 pursuant to the Scheme of
Arrangement.
2 Units granted less exercised less lapsed.
Till March 31, 2021, the Bank recognised cost of stock options granted under Scheme
2000, using intrinsic value method. Pursuant to RBI clarification dated August 30, 2021,
the cost of stock options/units granted after March 31, 2021 is recognised based on fair
value method. The cost of stock options granted up to March 31, 2021 continues to be
recognised on intrinsic value method. The Bank uses Black-Scholes model to fair value the
options/units on the grant date and the inputs used in the valuation model include
assumptions such as the expected life of the share option/units, volatility, risk free
rate and dividend yield. The diluted earnings per share (EPS) pursuant to issue of shares
on exercise of options/units calculated in accordance with Accounting Standard 20 for the
year ended March 31, 2025 was Rs 65.89 compared to basic EPS of Rs 67.01.
The following table sets forth, for the periods indicated, the key assumptions used to
estimate the fair value of options granted.
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Risk-free interest rate |
6.88% to 7.32% |
6.42% to 7.11% |
Expected life |
3.23 to 5.23 years |
3.43 to 5.43 years |
Expected volatility |
24.78% to 37.41% |
18.01% to 33.27% |
Expected dividend yield |
0.56% to 0.85% |
0.65% to 0.83% |
The following table sets forth, for the periods indicated, the key assumptions used to
estimate the fair value of units granted.
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Risk-free interest rate |
6.82% to 6.94% |
6.42% to 7.09% |
Expected term |
1.58 to 3.58 years |
1.58 to 3.58 years |
Expected volatility |
23.63% to 36.56% |
16.49% to 24.72% |
Expected dividend yield |
0.56% |
0.72% to 0.74% |
The weighted average fair value, based on Black- Scholes model, of options granted
during the year ended March 31, 2025 was Rs 444.76 (year ended March 31, 2024: Rs 340.59)
and of units granted during the year ended March 31, 2025 was Rs 1,120.43 (year ended
March 31, 2024: Rs 879.43). The weighted average exercise price of options granted during
the year ended March 31, 2025 was Rs 1,052.89 (year ended March 31, 2024: Rs 894.95).
Risk free interest rates over the expected term of the option/units are based on the
government securities yield in effect at the time of the grant. The expected term of an
option/units is estimated based on the vesting term as well as expected exercise behavior
of the employees who receive the option/units. Expected exercise behavior is estimated
based on the historical stock option exercise pattern of the Bank. Expected volatility
during the estimated expected term of the option/units is based on historical volatility
determined based on observed market prices of the Bank's publicly traded equity shares.
Expected dividends during the estimated expected term of the option/units are based on
recent dividend activity. The key assumptions for the year ended March 31, 2025 also
includes the key assumptions used for options/units granted to employees of ICICI
Securities in accordance with the Scheme of Arrangement.
The detailed disclosures as stipulated under Regulation 14 of the SEBI SBEB & SE
Regulations will be hosted on the website of the Bank at
https://www.icicibank.com/about-us/other-policiRs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Bank has undertaken various initiatives for energy conservation at its premises. A
detailed write up is given in the Environmental, Social and Governance Report of fiscal
2025 which will be available on the website of the Bank at
https://www.icicibank.com/about-us/annual and in the Environment and Sustainability
chapter in the Integrated Report section of the Annual Report 2024-25. The Bank has used
information technology extensively in its operations; for details refer to the chapter Our
Business Strategy in the Integrated Report section of the Annual Report 2024-25. For
fiscal 2025, net foreign exchange gain arising on all exchange/derivative transactions of
the Bank was Rs 40.25 billion and the foreign exchange outgo towards the operating and
capital expenditure was Rs 5.71 billion.
SECRETARIAL STANDARDS
Your Bank is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for fiscal 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable accounting standards
had been followed, along with proper explanation relating to material departures;
2. that they have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Bank at the end of the financial year and of the
profit of the Bank for that period;
3. t hat they have taken proper and sufficient care for the maintenance of adequate
accounting records, in accordance with the provisions of the Banking Regulation Act, 1949
and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and
detecting fraud and other irregularities;
4. t hat they have prepared the annual accounts on a going concern basis;
5. that they have laid down internal financial controls to be followed by the Bank and
that such internal financial controls are adequate and were operating effectively; and
6. that they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities
and Exchange Board of India, Insurance Regulatory and Development Authority of India and
overseas regulators for their continued co-operation, support and guidance. ICICI Bank
wishes to thank its investors, the domestic and international banking community, rating
agencies, depositories and stock exchanges for their support.
ICICI Bank would like to take this opportunity to express sincere thanks to its valued
clients and customers for their continued patronage. The Directors express their deep
sense of appreciation to all the employees whose outstanding professionalism, commitment
and initiative have made the organisation's growth and success possible and continues to
drive its progress. Finally, the Directors wish to express their gratitude to the Members
for their trust and support.
|
For and on behalf of the Board |
|
Pradeep Kumar Sinha |
|
Chairperson |
June 27, 2025 |
DIN: 00145126 |
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