As filed with the Securities and Exchange Commission on July 25, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

OR

OR

OR 

Date of event requiring this shell company report                         .

For the transition period from                          to                         

Commission file number: 001-15002

ICICI BANK LIMITED 

(Exact name of Registrant as specified in its charter)

India 

(Jurisdiction of incorporation or organization)

ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400051, India 

(Address of principal executive offices)

Name: Anindya Banerjee / Abhinek Bhargava
Telephone: +91 22 4008 6173
Email: anindya.banerjee@icicibank.com / abhinek.bhargava@icicibank.com
Office address: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai – 400051, India 

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

____________________

1 Not for trading, but only in connection with the registration of American Depositary Shares representing such Equity Shares pursuant to the requirements of the Securities and Exchange Commission.

[None] 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

[None] 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

[None] 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding Equity Shares of ICICI Bank Limited as of March 31, 2025 was 7,121,927,830.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒     No ☐ 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐     No ☒ 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒     No ☐ 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐     No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Emerging Growth Company ☐ 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: 

☒ Other 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

□ Item 17     ☒ Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐     No ☒ 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐     No ☐

TABLE OF CONTENTS

Page

CROSS REFERENCE SHEET

CERTAIN DEFINITIONS

In this annual report, all references to “we”, “our”, and “us” are to ICICI Bank Limited and its consolidated subsidiaries and other consolidated entities under generally accepted accounting principles in India (“Indian GAAP”). In the financial statements contained in this annual report and the notes thereto, all references to “the Company” are to ICICI Bank Limited and its consolidated subsidiaries and other consolidated entities under Indian GAAP.

References to specific data applicable to particular subsidiaries or other consolidated entities are made by reference to the name of that particular entity. References to the “amalgamation” are to the amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with ICICI Bank. References to “Sangli Bank” are to The Sangli Bank Limited prior to its amalgamation with ICICI Bank, effective April 19, 2007. References to “Bank of Rajasthan” are to the Bank of Rajasthan Limited prior to its amalgamation with ICICI Bank, effective from the close of business at August 12, 2010.

References to “ICICI Bank” and “the Bank” are to ICICI Bank Limited on an unconsolidated basis. References to a particular “fiscal” year are to the year ended on March 31 of such a year. Unless otherwise indicated, all references to the “Board of Directors” and the “Board” are to the board of directors of ICICI Bank. References to “ICICI Group” are to ICICI Bank and its subsidiaries and other consolidated entities.

All references to the “Companies Act”, the “Banking Regulation Act” and the “Reserve Bank of India Act” are, respectively, to the Companies Act, 2013, the Banking Regulation Act, 1949 and the Reserve Bank of India Act, 1934 as passed by the Indian Parliament and as amended from time to time. All references to “RBI” and the “Reserve Bank of India” are to the central banking and monetary authority of India.

Pursuant to the issuance and listing of our securities in the United States under registration statements filed with the United States Securities and Exchange Commission, we file annual reports on Form 20-F which must include financial statements prepared under generally accepted accounting principles in the United States (U.S. GAAP), or financial statements prepared according to a comprehensive body of accounting principles with a reconciliation of net income and stockholders’ equity to U.S. GAAP. When we first listed our securities in the United States, Indian GAAP was not considered a comprehensive body of accounting principles under the United States securities laws and regulations. However, pursuant to a significant expansion of Indian accounting standards, Indian GAAP constitutes a comprehensive body of accounting principles. Accordingly, we have included in this annual report, as in the annual reports for fiscal years 2022 through 2024, consolidated financial statements prepared according to Indian GAAP, with a reconciliation of net income and stockholders’ equity to U.S. GAAP and a description of significant differences between Indian GAAP and U.S. GAAP.

Our annual report prepared and distributed to our shareholders under Indian law and regulations include unconsolidated Indian GAAP financial statements, management’s discussion and analysis of the Bank’s results of operations and financial condition based on the Bank’s unconsolidated Indian GAAP financial statements and our consolidated Indian GAAP financial statements.

The economic and industry data and information presented in this document are sourced from government statistical releases, press releases and notifications by the Government of India, the Reserve Bank of India and other regulators, data available on the websites of the Government of India, Reserve Bank of India, other regulators and industry bodies.

FORWARD-LOOKING STATEMENTS

We have included statements in this annual report which contain words or phrases such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”, “estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”, “propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue” and similar expressions or variations of such expressions that may constitute “forward-looking statements”. These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results, opportunities and growth potential to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the actual growth in demand for banking and other financial products and services in the countries in which we operate or where a material number of our customers reside; the level and direction of interest rates, the yield on our loans and investments and the cost of our funding; future levels of non-performing and restructured loans and any increased provisions and regulatory and legal changes relating to those loans; our ability to successfully implement our strategies, including our growth strategy, our strategic use of technology and the internet and our strategy for resolution of non-performing assets; the resilience of our technology infrastructure; the continued service of our senior management; the outcome of any legal, tax or regulatory proceedings in India and in other jurisdictions in which we are or become a party to; the outcome of any internal or independent enquiries or regulatory or governmental investigations; our expansion or increased presence in areas such as small business and unsecured retail lending; our exploration of merger and acquisition opportunities; our ability to integrate recent or future mergers or acquisitions into our operations and manage the risks associated with such acquisitions to achieve our strategic and financial objectives; our ability to manage the increased complexity of the risks that we face in our international operations; our growth and expansion in domestic and overseas markets; our status as a systemically important bank in India; our ability to maintain enhanced capital and liquidity requirements; the adequacy of our allowance for credit and investment losses; our ability to market new products; investment income; cash flow projections; the impact of any changes in India’s credit rating; the impact of any new accounting standards or new accounting framework; our ability to implement our dividend payment practice; the impact of changes in banking and insurance regulations and other regulatory changes in India and other jurisdictions on us, including changes in regulatory intensity, supervision and interpretations; the state of the global financial system and systemic risks; the bond and loan market conditions and availability of liquidity amongst the investor community in these markets; the nature of credit spreads and interest spreads from time to time, including the possibility of increasing credit spreads or interest rates; our ability to roll over our short-term funding sources and our exposure to credit, market, liquidity and reputational risks. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

In addition, other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this annual report include, but are not limited to, the monetary and interest rate policies of India and the other markets in which we operate, general economic and political conditions in India, southeast Asia, and the other countries which have an impact on our business activities or investments, political or financial instability in India or any other country caused by any factor including regional hostilities, terrorist attacks or social unrest, man-made or natural disasters and catastrophes, climate change events, inflation, deflation, unanticipated turbulence in interest rates, changes or volatility in the value of the rupee, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in general, changes in domestic and foreign laws, regulations and taxes, changes in competition and the pricing environment in India and regional or general changes in asset valuations. For a further discussion of the factors that could cause actual results to differ, see the discussion under “Risk Factors” contained in this annual report.

MARKET PRICE INFORMATION

Equity Shares

Our outstanding equity shares are currently listed and traded on the BSE Limited, and the National Stock Exchange of India Limited.

At June 30, 2025, total 7,135,539,512 equity shares were outstanding. The prices for equity shares as quoted in the official list of each of the Indian stock exchanges are in Indian rupees.

At June 30, 2025, there were 1,971,661 holders of record of our equity shares, of which 3,479 had registered addresses in the United States and held an aggregate of 2,233,097 equity shares.

ADSs

Our ADSs, each representing two equity shares, were originally issued in March 2000 in a public offering and are listed and traded on the New York Stock Exchange under the symbol IBN. The equity shares underlying the ADSs are listed on the BSE Limited and the National Stock Exchange of India Limited.

At June 30, 2025, we had 669 million ADSs, equivalent to about 1,338 million equity shares, outstanding. At June 30, 2025, there were 194,412 record holders of our ADSs, out of which 74 have registered addresses in the United States.

See also “Risk Factors—Risks Relating to ADSs and Equity Shares—Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs”.

RISK FACTORS

You should carefully consider the following risk factors as well as other information contained in this annual report in evaluating us and our business.

Summary

Our business is subject to various risks and uncertainties. These risks include, but are not limited to, the following:

Risks relating to India and other economic and market risks

Risks that arise as a result of our presence in a highly regulated sector

low returns, thereby impacting our profitability. We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the prices of our equity shares and ADSs.

Risks relating to our business

Risks relating to technology

theft that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.

Risks relating to our insurance subsidiaries

Risks relating to ADSs and equity shares

Risks relating to India and other economic and market risks

A prolonged slowdown in economic growth in India could cause our business to suffer.

We are heavily dependent upon the state of the Indian economy, and a slowdown in growth in the Indian economy could adversely affect our business, our borrowers, our counterparties and other constituents, especially if such a slowdown was to be prolonged. India’s gross domestic product is estimated to have grown by 6.5% in fiscal 2025 (as per the Second Advance Estimates (“SAE”) of the National Statistical Office (“NSO”)) compared with the 9.2% first revised estimates for fiscal 2024.

An economic slowdown and a general decline in business activity in India could impose stress on our borrowers’ financial soundness and profitability and thus expose us to increased credit risk.

Economic growth in India is also influenced by inflation, interest rates, external trade and capital flows. The level of inflation or depreciation of the Indian rupee may limit monetary easing or cause monetary policy tightening. Any increase in inflation, due to increase in domestic food prices or global prices of commodities, including crude oil, the impact of currency depreciation on the prices of imported commodities and additional pass through of higher fuel prices to consumers, or otherwise, may result in a tightening of monetary policy.

In fiscal 2023, the Reserve Bank of India significantly tightened monetary policy, raising the policy repo rate by 250 basis points from 4.0% to 6.5% and increased the cash reserve ratio by 50 basis points from 4.0% to 4.5%. The Reserve Bank of India maintained its policy stance for fiscal years 2023 and 2024 and most of fiscal 2025. Daily average banking system liquidity for fiscal 2025 was at a deficit of approximately Rs. 53.0 billion. In the latter part of fiscal 2025 through June 2025, the Reserve Bank of India substantially eased monetary policy, reducing the repo rate by a total of 100 basis points from 6.5% to 5.5%, and the cash reserve ratio by a total of 150 bps, of which a reduction of 100 basis points will take effect between September and November 2025. Since December 2024, the Reserve Bank of India has injected Rs. 10.7 trillion of durable liquidity into the banking system, through various means including by reducing the cash reserve ratio, engaging in open-market operations, engaging in foreign exchange operations and conducting long-term variable rate repo auctions.

There are uncertainties in the global environment due to geopolitical tensions, and trade related issues between several major global economies. Global trade disputes and tariffs or other protectionist measures and countermeasures could impact trade and capital flows and negatively affect the Indian economy, which could adversely affect our business. Sharp and sustained price reductions of globally traded commodities such as metals and minerals may negatively impact our borrowers in these sectors. Adverse changes to global liquidity conditions, comparative interest rates and risk appetite could lead to significant capital outflows from India, which could adversely affect our business. In fiscal 2025, net inflows of foreign portfolio investments (“FPI”) into India were USD 2.7 billion compared to USD 41.0 billion in fiscal 2024. Developments in technology, such as artificial intelligence (“AI”), may impact businesses, including ours and our customers’, and influence global and Indian employment markets, with an impact on employment and incomes of our existing and potential customers.

Adverse economic conditions in India due to movements in global capital, commodity and other markets, changes in business due to technology or adverse impact of any tariffs or natural disasters could result in reduction of demand for credit and other financial products and services, increased competition, and higher defaults among corporate, small business, retail and rural borrowers, which could have a material adverse impact on our business, our financial performance, our stockholders’ equity, our ability to implement our strategy and the prices of our equity shares and ADSs.

Financial instability in other countries, particularly countries where we have established operations, could adversely affect our business.

There is a history of financial crises and boom-bust cycles in multiple markets in both the emerging and developed economies, which increase risks for all financial institutions, including for our business and results of operations. Global economic changes, such as ongoing geopolitical tensions, increases in tariffs and other trade disputes, as well as volatility in global markets may lead to increased risk aversion and foreign exchange rate movements, which could impact global liquidity and adversely affect our business.

Uncertainty around these and related issues could lead to adverse effects on the economies in which we operate. Such volatility and negative economic developments could, in turn, materially adversely affect our business, prospects, financial conditions or results of operations.

A loss of investor confidence in the financial systems of India or other markets and countries or any financial instability in India or any other market may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector, our business and our financial performance. We remain subject to the risks posed by the indirect impact of adverse developments in the global economy and the global banking environment, some of which cannot be anticipated and the vast majority of which are not under our control. We also remain subject to counterparty risk to financial institutions that fail or are otherwise unable to meet their obligations to us.

Any downgrade of India’s debt rating or the rating of our senior unsecured foreign currency debt by an international rating agency could adversely affect our business, liquidity and the prices of our equity shares and ADSs.

Any adverse revisions to India’s credit ratings by international rating agencies may adversely impact our business and limit our access to capital markets and adversely impact our liquidity position and market perception of the Bank.

We are rated by Moody’s and Standard and Poor’s in international markets.

Rating agencies may also change their methodology for rating banks or their assessment of specific parameters which may impact our ratings.

Our subsidiary in the United Kingdom is rated by Moody’s and any change in our rating or outlook or in the financial position of the subsidiary could impact the rating or outlook of our subsidiary.

There can be no assurance that rating agencies will maintain their views on India’s sovereign rating or that we and our subsidiaries and affiliates will be able to meet the expectations of rating agencies and maintain our credit ratings. See also “—Risks relating to our business—Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds”.

Any adverse impact on India’s external position due to an increase in the price of crude oil, the current account deficit, the outflow of foreign capital or exchange rate volatility could adversely affect the Indian economy, which could adversely affect our business.

India is vulnerable to developments in the trade account. India imports a majority of its requirements of petroleum oil and petroleum products. In the event of elevated oil price levels or volatility in oil prices, as well as the impact of currency depreciation, which makes imports more expensive in local currency, and the pass-through of such increases to Indian consumers or an increase in subsidies (which would increase the fiscal deficit) could have a material adverse impact on the Indian economy and the Indian banking and financial system, including through a rise in inflation and market interest rates, higher trade and fiscal deficits and currency depreciation.

India’s trade relationships with other countries and its trade deficit, may adversely affect Indian economic conditions and the exchange rate for the rupee. In fiscal 2023 and 2024, the current account deficit was 2.0% and 0.8% respectively of India’s gross domestic product. For fiscal year 2025, the current account deficit is expected to be at 0.6% of India’s gross domestic product. If current account and trade deficits increase or are no longer manageable because of factors impacting the trade deficit like slowing global economic growth and tariff barriers, the Indian economy, and therefore our business, our financial performance and the prices of our equity shares and ADSs could be adversely affected. Any reduction of or increase in the volatility of capital flows may impact the Indian economy and financial markets and increase the complexity and uncertainty in monetary policy decisions in India, leading to volatility in inflation and interest rates in India, which could also adversely impact our business, our financial performance, our stockholders’ equity, and the prices of our equity shares and ADSs.

See also “—Risks relating to our business—We and our customers are exposed to fluctuations in foreign exchange rates”.

The banking and financial markets in India are still evolving and the Indian financial system could experience difficulties which could adversely affect our business and the prices of our equity shares and ADSs.

As an Indian bank, we are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain Indian financial institutions because the commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is sometimes referred to as systemic risk, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with which we interact on a daily basis. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and adversely affect our business. Any such developments may impact credit markets and there could be an adverse impact on the loan portfolios of banks, including us, if customers are no longer able to access financing or refinancing from these entities or replace such financing or refinancing from other sources, thereby impacting their ability to conduct operations or meet their financial obligations. Our transactions with these financial institutions expose us to credit risk in the event of default by the counterparty, which can be exacerbated during periods of market illiquidity. See also “—Risks relating to our business—There is operational risk associated with the financial industry which, when realized, may have an adverse impact on our business”.

As the Indian financial system operates in an emerging market, we face risks of a nature and extent not typically faced in more developed economies. Our credit risk may be higher than the credit risk of banks in some developed economies. Our access to information about the credit histories of our borrowers, especially individuals and small businesses, may be limited relative to what is typically available for similar borrowers in developed economies. In addition, the credit risk of our borrowers is often higher than borrowers in more developed economies due to the evolving Indian regulatory, political, economic and industrial environment. The directed lending norms of the Reserve Bank of India require us to lend a certain proportion of our loans to “priority sectors”, including agriculture and small enterprises, where we are less able to control the portfolio quality and where economic difficulties are likely to affect our borrowers more severely. We also purchase priority sector lending certificates to meet directed lending requirements, and the cost of purchasing such certificates may increase substantially depending on the demand and supply scenario of the certificates. Any shortfall in meeting the priority sector lending targets and sub-targets may be required to be allocated to investments yielding sub-market returns. See also “—Risks that arise as a result of our presence in a highly regulated sector—We are subject to the directed lending requirements of the Reserve Bank of India, which may also involve buying related certificates at a premium to meet the annual targets, and any shortfall in meeting these requirements may be required to be invested in Government of India schemes that yield low returns, thereby impacting our profitability.

We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the prices of our equity shares and ADSs” and “Supervision and Regulation—Regulations Relating to Loans and Advances—Directed Lending”.

We may face the risk of deposit runs notwithstanding the existence of a national deposit insurance scheme. Any failure in controlling such situations in the future could result in high volumes of deposit withdrawals, which would adversely impact our liquidity position, disrupt our business and, in times of market stress, undermine our financial strength.

We pursue our banking, insurance and other activities in India in a developing economy with all the risks that come with operating in a developing economy. Our activities in India are widespread and diverse and involve employees, contractors, counterparties and customers with widely varying levels of education, financial sophistication and wealth. Although we seek to implement policies and procedures to reduce and manage marketplace risks as well as risks within our own organization, some risks remain inherent in doing business in a large, developing country. We cannot eliminate these marketplace and operational risks, which may lead to or exacerbate legal, regulatory or judicial actions, negative publicity or other developments that could reduce our profitability. See also “—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal”, “—Risks that arise as a result of our presence in a highly regulated sector—We are at risk for inquiries or investigations by regulatory and enforcement authorities, which may adversely affect our reputation, lead to increased regulatory scrutiny, cause us to incur additional costs or adversely affect our ability to conduct business” and “—Risks relating to our business—Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks that may adversely affect our business”.

A significant change in the Indian government’s policies, including economic policies, fiscal policies and structural reforms, could adversely affect our business and the prices of our equity shares and ADSs.

Our business and customers are predominantly located in India or are related to and influenced by the Indian economy. The Indian government has traditionally exercised, and continues to exercise, a dominant influence over many aspects of the economy. The Indian government’s policies could adversely affect business and economic conditions in India, our ability to implement our strategy, the operations of our subsidiaries and affiliates and our financial performance. Successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector and encouraging the development of the Indian financial sector. The leadership of India and the composition of the government are subject to change, and election results are not predictable. It is difficult to predict the economic policies that will be pursued by governments in the future. In addition, investments by the corporate sector in India may be impacted by government policies and decisions including judicial decisions, such as with respect to awards of licenses and resources, access to land and natural resources and policies with respect to protection of the environment. Such policies and decisions may result in delays in execution of projects, including those financed by us, and also limit new project investments, thereby impacting economic growth.

The pace of economic liberalization could change, and specific laws and policies affecting banking and finance companies, foreign investment, currency exchange and other matters affecting investment in our securities could change as well. Decisions by the Government of India could impact our business and financial performance. The Indian government announced the introduction of central bank digital currency by the Reserve Bank of India. To further expand its usage, the Reserve Bank of India has proposed allowing non-bank payments system operators (“PSOs”) to offer central bank digital currency (“CBDC”) wallets in order to make retail CBDC more accessible to a broader segment of users. Any changes in regulations or significant change in India’s economic policies or any market volatility as a result of uncertainty surrounding India’s macroeconomic policies or the future elections of its government could adversely affect business and economic conditions in India generally and our business in particular and the prices of our equity shares and ADSs could be adversely affected.

Natural disasters, climate change and health epidemics could adversely affect the Indian economy, or the economy of other countries where we operate, which could adversely affect our business and the prices of our equity shares and ADSs.

India has experienced natural disasters such as earthquakes, floods and droughts in the past few years. The extent and severity of these natural disasters determine their impact on the Indian economy. In particular, climatic and weather conditions, such as the level and timing of monsoon rainfall, impact the agricultural sector, which constituted approximately 14.4% of India’s gross value added in fiscal 2025. Prolonged spells of below- or above-normal rainfall, other natural disasters, or global or regional climate change, could adversely affect the Indian economy and our business, especially our rural portfolio. Similarly, global or regional climate change in India and other countries where we operate could result in change in weather patterns and frequency of natural disasters like droughts, El Niño, floods and cyclones, which could affect the economy of India, the economies of countries where we operate and our operations in those countries.

Health epidemics could also disrupt our business, our borrowers, our counterparties and other constituents. The emergence of disease pandemics like COVID-19, and other earlier outbreaks like the Nipah virus in 2018 in certain regions of southeast Asia, including India, have caused, and could in the future cause, economic and financial disruptions. Such disruptions in India and other areas of the world in which we operate could lead to operational difficulties, including travel restrictions, that could impact our business and our ability to manage or conduct our business. Any future outbreak of health epidemics may impact the quality of our portfolio and result in an increase in our non-performing loans and restrict the level of business activity in affected areas, which may in turn adversely affect our business and the prices of our equity shares and ADSs.

If global or regional hostilities, terrorist attacks, or social unrest in India or elsewhere increase, our business and the prices of our equity shares and ADSs could be adversely affected.

India has from time-to-time experienced hostilities both internally and with neighboring countries. There have been military confrontations between India and Pakistan, and border disputes with neighboring countries, including China. We cannot predict how such geopolitical events will develop in the future and how it may impact our business, operations, reputation and financial condition.

India has also experienced terrorist attacks in some parts of the country, including in Mumbai, where our headquarters are located.

Global trade disputes and tariffs and other protectionist measures and countermeasures could impact trade and capital flows and negatively affect the Indian economy, which could adversely affect our business. In addition, geopolitical events in the Middle East, Asia and Europe or terrorist or military action in other parts of the world, may impact prices of key commodities, financial markets and trade and capital flows, including by leading to restrictions on countries which are among India’s significant trading partners. These factors and any political or economic instability in India could adversely affect our business, our financial performance and the prices of our equity shares and ADSs.

Risks that arise as a result of our presence in a highly regulated sector

The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal.

We are subject to a wide variety of banking, insurance and financial services laws, regulations and regulatory policies and a large number of regulatory and enforcement authorities in each of the jurisdictions in which we operate. Regulators in India and in the other jurisdictions in which we operate subject financial sector institutions, including us, to intense review, supervision and scrutiny. This heightened level of review and scrutiny, and the potential for changes in the existing regulatory supervision framework, increases the possibility that we will face adverse legal or regulatory actions. In the face of difficulties in the Indian banking sector, the Reserve Bank of India has been increasing the intensity of its scrutiny of Indian banks and has been imposing fines and penalties that are larger than the historic norms on Indian banks, as well as restrictions on the conduct of business. The Reserve Bank of India and other regulators regularly review our operations, and there can be no guarantee that all regulators will agree with our internal assessments of asset quality, provisions, risk management, capital adequacy and management functioning, other measures of the safety and soundness of our operations or compliance with applicable laws, regulations, accounting and taxation norms, listing norms or regulatory policies. The Reserve Bank of India has issued directions on financing of projects in infrastructure and non-infrastructure including commercial real estate and commercial real estate- residential housing, which inter alia requires rationalisation of standard asset provisioning requirement to 1.0 % for projects under construction and shall gradually increase for each quarter of `date of commencement of commercial operations' deferment. These directions shall come into force with effect from October 1, 2026. New regulations and compliance and disclosure requirements relating to environment, social and governance matters, especially climate change, have been recommended or are under consideration by regulators in the jurisdictions where we have our operations.

Regulators, including, among others, the Reserve Bank of India and the Securities and Exchange Board of India (“SEBI”), as well as governmental authorities and courts in India or in the jurisdictions in which we operate, may find that we are not in compliance with applicable accounting and taxation norms, listing norms, laws, regulations, regulatory policies, or with the regulators’ revised interpretations of such laws, regulations or regulatory policies, and may take formal or informal actions against us. Such formal or informal actions may require us to make additional provisions for our non-performing assets, divest assets, adopt new compliance programs or policies, remove senior executives or other personnel, reduce dividend or executive compensation, provide remediation or refunds to customers or undertake other changes to our business operations, and may reduce our revenues, require us to incur additional expenses, impact our profitability or damage our reputation. See also “Supervision and Regulation”.

If we fail to manage our legal and regulatory risk in the many jurisdictions in which we operate, our business could suffer, our reputation could be harmed and we would be subject to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages asserted against us and/or subject us to regulatory investigations, enforcement actions or other proceedings, or lead to increased supervisory concerns. We may also be required to spend additional time and resources on remedial measures and conducting enquiries, beyond those already initiated and ongoing, which could have an adverse effect on our business.

Despite our best efforts to comply with all applicable regulations, there are a number of risks that cannot be completely controlled. Our international presence has led to increased legal and regulatory risks. Regulators in every jurisdiction in which we operate or have listed our securities have the power to restrict our operations, stipulate higher capital and liquidity requirements or bring administrative or judicial proceedings against us, our employees, representatives, agents or our third-party service providers, which could result, among other things, in suspension or revocation of one or more of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which could materially harm our reputation, results of operations and financial condition.

We may be subject to fines, restrictions or other sanctions for regulatory compliance failures, which may adversely affect our financial position or our ability to expand our activities.

Failure to comply with applicable regulations in various jurisdictions, including unauthorized actions by employees, representatives, agents and third parties, suspected or perceived failures and media reports, and ensuing inquiries or investigations or proceedings by regulatory and enforcement authorities, has resulted, and may result in the future, in regulatory actions, including financial penalties and restrictions on or suspension of the related business operations.

Whenever we consider it appropriate and the regulatory guidelines so permit, we may seek to settle or compound regulatory inquiries or investigations or proceedings through a consensual process with the concerned regulator, which may entail monetary payment by us or agreeing to non-monetary terms. The non-monetary terms may include suspension or cessation of business activities for a specified period; change in key management personnel or restrictions being placed on key management personnel; disgorgement; implementation of enhanced policies and procedures to prevent future violations; appointing or engaging an independent consultant to review internal policies, processes and procedures; providing enhanced training and education; and/or submitting to enhanced internal audit, concurrent audit or reporting requirements.

We are at risk for inquiries or investigations by regulatory and enforcement authorities, which may adversely affect our reputation, lead to increased regulatory scrutiny, cause us to incur additional costs or adversely affect our ability to conduct business.

A failure to comply with the applicable regulations in various jurisdictions by our employees, representatives, agents and third-party service providers, either in or outside the course of their services, or suspected or perceived failures by them, may result in further inquiries or investigations by regulatory and enforcement authorities and in additional regulatory or enforcement action against either us, or such employees, representatives, agents and third-party service providers. Such additional actions may further impact our reputation, result in adverse media reports, lead to increased or enhanced regulatory or supervisory concerns, cause us to incur additional costs, penalties, claims and expenses or impact adversely our ability to conduct business. See also “—Risks that arise as a result of our presence in a highly regulated sector—The Board of Directors of the Bank has, pursuant to an independent enquiry, taken action against the Ex-Managing Director & CEO. In the event the Bank is found by any of the enquiries in the matter by government and regulatory agencies to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory actions that may result in legal and reputation risk for the Bank.”

Our international presence in multiple jurisdictions exposes us to a variety of regulatory and business challenges and risks, including cross-cultural risk, and further increases the risk of inquiries or investigations by regulatory and enforcement authorities. Presence in these jurisdictions also increases the complexity of our risks in a number of areas including currency risks, interest rate risks, compliance risk, regulatory risk, reputational risk and operational risk. For example, in October 2022 ICICI Bank’s New York Federal Branch (“New York Branch”) entered into a consent order with its federal banking supervisor, the Office of the Comptroller of the Currency, which required the New York Branch to enhance certain processes in its Bank Secrecy Act/Anti-Money Laundering program and establish and maintain an effective sanctions compliance program. The OCC issued cessation of the Consent Order by its order dated March 8, 2025, following validation of the corrective measures undertaken by the New York Branch to address the action items highlighted in the Order. In addition, we, or our employees, may from time to time, and as is common in the financial services industry, be the subject of inquiries, examinations or investigations that could lead to proceedings against us or our employees.

We cannot predict the timing or form of any current or future regulatory or law enforcement initiatives, which are increasingly common for international banks and financial institutions.

We are subject to the directed lending requirements of the Reserve Bank of India, which may also involve buying related certificates at a premium to meet the annual targets, and any shortfall in meeting these requirements may be required to be invested in Government of India schemes that yield low returns, thereby impacting our profitability. We may also experience a higher level of non-performing

assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the prices of our equity shares and ADSs.

Under the directed lending norms of the Reserve Bank of India, banks in India are required to lend 40.0% of their adjusted net bank credit to certain eligible sectors, categorized as priority sectors. Under such lending norms, banks also have sub-targets for lending to key segments or sectors. A proportion of 10.0% and 12.0% of adjusted net bank credit were required to be lent to small and marginal farmers and identified weaker sections of society, respectively, in fiscal 2025. The Reserve Bank of India has directed banks to maintain direct lending to non-corporate farmers at the banking system’s average level for the last three years and set a target of 13.78% of adjusted net bank credit for this purpose for fiscal 2025, which has increased to 14.0% in fiscal 2026. In addition, 7.5% of adjusted net bank credit is required to be lent to micro-enterprises. The priority sector lending requirement can be met by lending to a range of sectors, including small businesses, medium-sized enterprises, renewable energy, social infrastructure and residential mortgages satisfying certain criteria. These requirements and achievements are assessed considering the average of the outstanding balances at the quarter end. From fiscal 2022, the priority sector achievements are computed based on the weight assigned to the incremental priority sector credit in identified districts. The necessary adjustments for weight of districts and calculation of achievement are done by the Reserve Bank of India on the basis of data submitted by banks on a quarterly basis.

These requirements apply to ICICI Bank on a standalone basis. The Reserve Bank of India allows banks to sell and purchase priority sector lending certificates in the event of excess/shortfall in meeting priority sector targets, which help in reducing the shortfall in priority sector lending. These instruments are issued by banks that have a surplus in priority sector lending or any of its individual sub-segments and are purchased by banks having a shortfall, through a trading portal, without the transfer of risks or loan assets. The Bank also purchases priority sector lending certificates to meet directed lending requirements, the cost of which may vary based on the demand for and supply of such certificates. The quarterly achievement as a percentage of the adjusted net bank credit for agricultural sector was 18.0% against the requirement of 18.0%, sub-category within agricultural sector for non-corporate farmers was 14.4% against the requirement of 13.8% and for lending to weaker sections was 12.2% against the requirement of 12.0%.

The amount of any shortfall we may have in meeting the priority sector lending requirements, after taking into account any priority sector lending certificates purchased, may be required to be invested at any time, at the Reserve Bank of India’s directive, in Government of India schemes that yield low returns, determined depending on the prevailing bank rate and on the level of shortfall, thereby impacting our profitability. At March 31, 2025, our total investments in such schemes on account of past shortfalls were Rs. 134.9 billion. Our investments in Government of India schemes are expected to decrease in view of regulatory target achievement in fiscal 2025. These investments count towards overall priority sector target achievement. Investments at March 31 of the preceding fiscal year are included in the adjusted net bank credit which forms the base for computation of the priority sector and sub-segment lending requirements.

As a result of priority sector lending requirements, we may experience a higher level of non-performing assets in our directed lending portfolio, particularly due to loans to the agricultural and small enterprise sectors, where we are less able to control the portfolio quality and where economic difficulties are likely to affect our borrowers more severely. The Bank’s gross non-performing assets in the priority sector loan portfolio were 2.3% in fiscal 2020, 3.4% in fiscal 2021, 2.7% in fiscal 2022, 1.9% in fiscal 2023 and 1.8% in both fiscal 2024 and fiscal 2025. In fiscal 2018 and fiscal 2019, some states in India announced schemes for waiver of loans taken by farmers. While the cost of such schemes is borne by the state governments, such schemes or borrower expectations of such schemes result in higher delinquencies including in the farmer loan portfolio for banks, including us.

Under the Reserve Bank of India’s guidelines, these and other specified categories of agricultural loans are classified as non-performing when they are overdue for more than 360 days, as compared to 90 days for loans generally. Thus, the classification of overdue loans as non-performing occurs at a later stage with respect to these specified categories of agricultural loans as compared to the loan portfolio in general.

Going forward, growth in our domestic loan portfolio could lead to a significant increase in our priority sector lending target amounts. In case of the continuing shortfall in agriculture lending sub-targets and weaker section loans, the Bank may have to significantly increase the purchase of priority sector lending certificates. The Reserve Bank of India has from time to time issued guidelines on priority sector lending requirements that restrict the ability of banks to meet the directed lending obligations through lending to specialized financial intermediaries, specify criteria to be fulfilled for investments by banks in securitized assets and outright purchases of loans and assignments to be eligible for classification as priority sector lending and regulate the interest rates charged to ultimate borrowers by the originating entities in such transactions. See also “Supervision and Regulation—Regulations Relating to Loans and Advances—Directed Lending”. Any future changes by the Reserve Bank of India to the directed lending norms may result in an inability to meet the priority sector lending requirements as well as require us to increase our lending to relatively riskier segments and may result in an increase in non-performing loans.

We are subject to capital adequacy requirements stipulated by the Reserve Bank of India, including Basel III, as well as general market expectations regarding the level of capital adequacy large Indian private sector banks should maintain, and any inability to maintain adequate capital due to changes in regulations, a lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses.

Banks in India are subject to the Basel III capital adequacy framework as stipulated by the Reserve Bank of India. The Basel III guidelines in India, among other things, require a minimum common equity Tier 1 risk-based capital ratio of 5.5%, a minimum Tier 1 risk-based capital ratio of 7.0%, a minimum total risk-based capital ratio of 9.0% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets above the minimum requirements to avoid restrictions on capital distributions and discretionary bonus payments. The Bank is also required to maintain a capital surcharge of 0.2% on account of being designated a domestic systemically important bank. The guidelines also establish eligibility criteria for capital instruments in each tier of regulatory capital, require adjustments to and deductions from regulatory capital, and provide for limited recognition of minority interests in the regulatory capital of a consolidated banking group. Applying the Basel III guidelines, our capital ratios on a consolidated basis at March 31, 2025 were: a common equity Tier 1 risk-based capital ratio of 15.8% and a total risk-based capital ratio of 16.4%.

The Reserve Bank of India has released guidelines on implementation of counter cyclical capital buffers, which propose higher capital requirements for banks, ranging from 0% to 2.5% of risk-weighted assets, during periods of high economic growth. This capital requirement would be determined based on certain triggers, such as a deviation of long-term average credit-to-GDP ratio, and other indicators. While these guidelines are already effective, the Reserve Bank of India has stated that current economic conditions do not warrant activation of the counter cyclical capital buffer. The Reserve Bank of India has also issued a leverage ratio framework which is measured as the ratio of a bank’s Tier 1 capital to its total exposure. The Reserve Bank of India requires maintenance of a minimum leverage ratio of 4.0% for domestic systemically important banks, including us, and 3.5% for other banks.

Regulatory changes may impact the amount of capital that we are required to hold. Our ability to grow our business and execute our strategy is dependent on our level of capitalization and we may be required to raise resources from the capital markets or divest our stake in one or more of our subsidiaries to meet capital requirements. The Reserve Bank of India regularly reviews our operations, and there can be no guarantee that it will agree with our internal assessments of capital adequacy.

Any reduction in our regulatory capital ratios, changes to the capital requirements applicable to us on account of regulatory changes or otherwise, our inability to access capital markets or otherwise increase our capital base and our inability to meet stakeholder expectations of the appropriate level of capital for us, while also meeting expectations of return on capital, may limit our ability to maintain our market standing and grow our business, and adversely impact our future performance and strategy. Debt and equity investors, rating agencies, equity and fixed income analysts, regulators and others would likely expect us to maintain capital adequacy ratios well above the regulatory requirements, reflecting our position as a large private sector bank. There can be no assurance that we will be successful in raising the capital when required or that the timing for accessing the market or the terms of the capital raised would be attractive, and these may be subject to various uncertainties including liquidity conditions, market stability, or political or economic conditions. If we are unable to raise enough capital to satisfy our regulatory capital requirements, we will be subject to restrictions on capital distributions and discretionary bonus payments, as well as other potential regulatory actions.

The Reserve Bank of India’s Prompt Corrective Action framework for banks defines risk thresholds for indicators like capital adequacy, asset quality and leverage, and stipulates actions like restriction on dividend distribution/remittance of profits, restriction on branch expansion, domestic and/or overseas expansion, and restrictions on capital expenditure other than for technological upgradation. At year-end fiscal 2025, the Bank’s financial indicators did not breach the risk thresholds prescribed by the Reserve Bank of India. There can be no assurance that we will always remain within the thresholds prescribed by the Reserve Bank of India in the future.

Our insurance, banking and home finance subsidiaries are also subject to solvency and capital requirements imposed by the subsidiaries’ respective regulators. While we currently do not expect these entities to require significant additional equity capital, any requirement for ICICI Bank to make additional equity investments in these entities in the event of an increase in their capital requirements due to regulation or material stress would impact our capital adequacy.

We are subject to liquidity requirements of the Reserve Bank of India as well as those of banking regulators in our overseas locations, and any inability to maintain adequate liquidity due to changes in regulations, a lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses.

The Reserve Bank of India has released guidelines on liquidity coverage ratio requirements under the Basel III liquidity framework that require banks to maintain and report the Basel III liquidity coverage ratio, which is a ratio of the stock of high-quality liquid assets to total net cash outflows over the next 30 calendar days. The Reserve Bank of India has also defined categories of assets qualifying as high-quality liquid assets and mandated a minimum liquidity coverage ratio of 100.0%. Further, the Reserve Bank of India has issued final guidelines on the net stable funding ratio for banks, which requires banks to maintain sufficient funds that are considered as reliable to cover the liquidity requirements and asset maturities coming up over the next one year on an ongoing basis. There are similar requirements stipulated by regulators in most of our overseas locations, due to which we are required to maintain appropriate levels of liquidity in those geographies as well. These liquidity requirements, together with the existing liquidity and cash reserve requirements, result in Indian banks, including us, holding high amounts of liquidity, thereby impacting profitability. Reserve Bank of India has issued guidelines on Liquidity Coverage Ratio (LCR) which require commercial banks to assign an additional 2.5% run-off factor for retail and small business deposits enabled with internet or mobile banking. These instructions come into force with effect from April 1, 2026.

Any reduction in our liquidity coverage or net stable funding ratios, increase in liquidity requirements applicable to us on account of regulatory changes or otherwise, changes in the composition of liquidity or inability to access capital markets may limit our ability to grow our business or adversely impact our profitability and our future performance and strategy.

Further, any tightening of liquidity and volatility in international markets may limit our access to international funding markets and result in an increase in our cost of funding for our international branches and overseas banking subsidiaries and impact our ability to replace maturing borrowings and fund new assets.

Changes in the regulation and structure of the financial markets in India may adversely impact our business.

The Indian financial markets in recent years have experienced, and continue to experience, changes and developments aimed at reducing the cost and improving the quality of service delivery to users of financial services. We may experience an adverse impact on the cash float and fees from our cash management business resulting from the development and increased usage of payment systems, as well as other similar structural changes. See also “—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal”.

Our subsidiaries and affiliates are also subject to similar risks. For instance, the Indian government’s tax policies generally influence the purchase of insurance and investment in mutual funds by customers. See also “—Risks relating to our insurance subsidiaries—While our insurance businesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability”.

The Reserve Bank of India has been permitting the entry of new players in the financial sector, including through issuance of licenses for universal banks and small finance banks in the private sector under the continuous licensing policy and allowing fintechs and technology companies to offer payment and other financial services. The entry of new players has intensified competition which could impact our ability to capture business opportunities if we are not able to adapt our business strategy to new developments. See also “—Risks Relating to Our Business—Our industry is very competitive and our strategy depends on our ability to compete effectively.”

In addition, changes in laws, regulations or regulatory policies, including changes in the interpretation or application of such laws, regulations and regulatory policies, may adversely affect the products and services we offer, the value of our assets or the collateral or contractual comforts available for our loans or our business in general. Changes in regulations, such as those relating to ownership, governance and corporate structure of private sector banks, management compensation, board governance, consumer protection, sustainable finance and risk management, may have an impact on our business and our future strategy. These changes could require us to reduce or increase our business in specific segments, increase competition, and impact our overall growth and return on capital. We cannot predict future legal or regulatory changes. Any such regulatory or structural changes may result in increased expenses, including enhanced compliance costs, operational restrictions, increased competition or revisions to our business operations, which may reduce our profitability or force us to forego potentially profitable business opportunities.

The opportunities for growth in our international operations and our ability to repatriate capital from these operations may be limited by the local regulatory environments.

Our international franchise focuses on non-resident Indians for deposits, wealth and remittances businesses and on deepening relationships with well-rated Indian corporates in international markets and multinational companies to maximize the India-linked trade, transaction banking and lending opportunities within our risk management framework. Our overseas banking subsidiaries continue to serve local markets selectively with a focus on risk management and granularity of business. There can be no assurance of the successful execution of this strategy and the future growth and profitability of our international operations.

Further, while both our overseas banking subsidiaries are focused on optimizing their capital base and have repatriated capital and made dividend payments to ICICI Bank in the past, such actions are subject to regulatory approvals.

There can be no assurance regarding the timing or grant of such approvals in the future. Our international branches are also subject to respective local regulatory requirements, which may include requirements related to liquidity, capital, asset classification and provisioning.

The Board of Directors of the Bank has, pursuant to an independent enquiry, taken action against the Ex-Managing Director & CEO. In the event the Bank is found by any of the enquiries in the matter by government and regulatory agencies to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory actions that may result in legal and reputation risk for the Bank.

Pursuant to an independent enquiry, the Board of Directors of the Bank decided to treat the separation of Ms. Chanda Kochhar, Ex-Managing Director and Chief Executive Officer, from the Bank as a ‘Termination for Cause’ under the Bank’s internal policies, schemes and the Code of Conduct, with all attendant consequences. In 2020, the Bank instituted a recovery lawsuit against Ms. Kochhar for, among other things, the clawback of bonus paid from April 2009 to March 2018. Ms. Kochhar also filed a lawsuit before Bombay High Court in January 2022 contending that her employment termination is invalid and she is entitled to all the Employee Stock Options, which were originally allocated to her. She has also sought an alternate prayer for relief claiming damages of Rs. 17.3 billion. Both of these lawsuits are under trial and being heard by the single bench of Bombay High Court. Our asset management, private equity, insurance and securities broking subsidiaries are subject to extensive regulation and supervision which can lead to increased costs or additional restrictions on their activities that could adversely impact the Bank.

Our asset management subsidiary, ICICI Prudential Asset Management Company Limited (“ICICI Prudential Asset Management Company”), and our securities broking subsidiary, ICICI Securities Limited (“ICICI Securities”), are subject to supervision and regulation by the Securities and Exchange Board of India.

The Securities and Exchange Board of India, based on any observations reported in inspection reports or reports submitted by our asset management subsidiary or securities broking subsidiary, may take actions like issuing administrative warnings, show cause notices, penalties or initiating enforcement actions. Further, there could be claims from investors of the funds or the portfolios managed by our subsidiary, which would be determined in the court of law or by regulators and may impact the reputation and business of our subsidiary and us.

Our insurance businesses are also subject to extensive regulation and supervision by India’s insurance regulator, the Insurance Regulatory and Development Authority of India (“IRDAI”). They have a large number of retail and corporate customers, from whom claims may arise, which could be determined in courts or also by regulators, and result in determination against our insurance businesses or us or our insurance businesses’ management and employees. The IRDAI has the authority to specify, modify and interpret regulations regarding the insurance industry, including regulations governing products, selling commissions, solvency margins and reserving, issuance of new licenses, which can lead to additional costs or restrictions on our insurance subsidiaries’ activities.

Further, our insurance subsidiaries are publicly listed companies on the Indian stock exchanges, which has resulted in enhanced compliance requirements and regulatory oversight. There can be no assurance that increased regulatory scrutiny of our insurance subsidiaries along with stringent requirements, including additional disclosures, will not have a material adverse impact on the Bank. There could be instances where the regulator or governmental agency may find that we are not in compliance with applicable laws and regulations pertaining to listed companies or their relationship with the parent or other ICICI Group entities, or with their interpretations of laws and regulations, and may take formal or informal actions against us and our subsidiaries or affiliates.

Adoption of a different basis of accounting or new accounting standards may result in changes in our reported financial position and results of operations for future and prior periods.

The financial statements and other financial information included or incorporated by reference in this annual report are based on our unconsolidated and consolidated financial statements under Indian GAAP. Indian corporations have transitioned to Ind AS, a revised set of accounting standards, which largely converges the Indian accounting standards with International Financial Reporting Standards, as per the roadmap provided to the Ministry of Corporate Affairs, which is the law-making authority for adoption of accounting standards in India. Some of ICICI Group non-banking finance companies have transitioned to Ind AS. For banking and insurance companies, the implementation of Ind AS has been deferred until further notice. During fiscal 2023, the Reserve Bank of India issued a revised master directions on prudential norms on classification, valuation and operations of investment portfolio of commercial banks, broadly based on the principles of the International Financial Reporting Standard 9, which became effective April 1, 2024. During fiscal 2023, the Reserve Bank of India, through its discussion paper on Introduction of Expected Credit Loss framework for provisioning by banks, proposed to adopt an expected credit loss framework based on the approach used in International Financial Reporting Standard 9, supplemented by regulatory backstops wherever necessary. Adoption of Ind AS 109 - Financial Instruments (Standard equivalent to International Financial Reporting Standard 9), or final guidelines issued by the Reserve Bank of India based on the above standards or discussion papers, would have a significant impact on the way financial assets and liabilities are classified and measured, which may result in volatility in profit or loss and equity. See also “Operating and Financial Review and Prospects—Convergence of Indian accounting standards with International Financial Reporting Standards”.

Risks relating to Our business

If the level of our non-performing assets increases and the overall quality of our loan portfolio deteriorates, our business will suffer.

In recent years, banks in India, including us, have focused on growing their retail and small business lending portfolios. While we expect the retail and small business segment to remain a key driver of growth, a slowdown in economic growth, investment, consumption or employment or any increase in unemployment, could have an adverse impact on the quality of our retail loan portfolio. As an example, following the outbreak of the first wave of the COVID-19 pandemic, the Government of India and the Reserve Bank of India announced several measures during fiscal 2021, including a moratorium on loan repayments for certain borrowers and an asset classification standstill benefit for overdue accounts where a moratorium had been granted, restructuring of loans to small borrowers including individuals, small businesses and micro, small and medium enterprises, and funding under the Emergency Credit Line Guarantee Scheme for micro, small and medium enterprises and other stressed sectors. Our portfolio includes lending under the guarantee scheme and loans where a resolution plan had been implemented and loans to borrowers who had availed moratorium, that may carry higher risks compared to our overall portfolio. Recent advances in AI/machine learning, notably the emergence of large language models and of generative pre-trained transformers, have marked a leap in the ability of technology enabled solutions. Adoption of AI/machine learning in technology driven sectors may lead to job losses resulting in an impact on asset quality of our retail portfolio.

Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks.

The viability of these projects depends upon a number of factors, including market demand, government policies, the processes for awarding government licenses and access to natural resources and their subsequent judicial or other review, the financial condition of the government or other entities that are the primary customers for the output of such projects and the overall economic environment in India and the international markets. In the past, we have experienced a high level of default and restructuring in our industrial and manufacturing project finance loan portfolio. Our loans to the power sector as a proportion of total loans declined from 3.1% at March 31, 2019 to 0.9% at March 31, 2025. Power projects face a variety of risks, including access to fuel such as coal and gas, volatility in pricing of power and off-take of the power produced.

In addition, power projects inherently have high leverage levels.

Our loan portfolio also includes project finance, corporate finance, and working capital loans to commodity-based sectors such as iron and steel, other metals and mining, which are subject to similar and additional risks, as well as global commodity price cycles. Further, the growing focus on climate change and national commitments towards a low-carbon economy may impact the flow of capital to specific sectors and could lead to structural shifts in these sectors, and the overall economy. It is difficult to assess the impact of these changes, which can expose us to new risks and challenges in managing the loan portfolio.

Our portfolio also includes purchases of retail asset pools of home finance companies and non-banking finance companies, that may expose us to additional risks, including the failure of the underlying borrowers to perform as anticipated, risks arising out of weakness in the financial position or operations of the originators, who are generally responsible for collections and servicing, and additional mark-to-market provisions where the purchases are structured as securitized instruments classified as investments. In addition, challenges in certain sectors like real estate, such as the inability of real estate developers to complete and deliver residential properties for which we have provided loans to customers, may impact the repayment behavior of the customers and result in higher delinquencies and non-performing loans. See also “—Risks relating to India and other economic and market risks—A prolonged slowdown in economic growth in India could cause our business to suffer” and “—Risks relating to India and other economic and market risks—A significant change in the Indian government’s policies, including economic policies, fiscal policies and structural reforms, could adversely affect our business and the prices of our equity shares and ADSs”.

The Reserve Bank of India has substantially expanded its guidance relating to the identification of non-performing assets over the last few years, which has resulted in an increase in our loans classified as non-performing and an increase in provisions. Nevertheless, these provisions may not be adequate to cover further increases in the amount of non-performing loans or further deterioration in our non-performing loan portfolio. In addition, the Reserve Bank of India’s annual supervisory process may assess higher provisions than we have made. In the event that additional provisioning is required by the Reserve Bank of India, our net income, balance sheet and capital adequacy could be affected, which could have a material adverse impact on our business, financial performance, ability to implement our strategy, shareholders’ equity and the price of our equity shares and ADSs. The Reserve Bank of India also requires banks to disclose the divergence in asset classification and provisioning between what banks report and what the Reserve Bank of India assesses through its annual supervisory process. There can be no assurance that such disclosures in the future will not impact us, our reputation, our business or financial performance. Our subsidiaries and affiliates are also regulated by their respective regulatory bodies. Similar to the Bank, there may arise a requirement for additional disclosures from our subsidiaries and affiliates in the future, which may have an adverse impact on us.

If the level of our non-performing assets increases and the overall quality of our loan portfolio deteriorates, our provisioning costs could increase, our net interest income and net interest margin could be negatively impacted due to non-accrual of income on non-performing loans, our credit ratings and liquidity may be adversely impacted, we may become subject to enhanced regulatory oversight and scrutiny, and our reputation, our business, our financial performance and the prices of our equity shares and ADSs could be adversely impacted. The Bank held contingency provisions of Rs. 131.0 billion at March 31, 2025. There can be no assurance of the adequacy of these provisions, or the level of additional provisions that will be required.

Any adverse economic, regulatory, legal developments and natural disasters like the COVID-19 pandemic could cause further increases in the level of our non-performing assets and have a material adverse impact on the quality of our loan portfolio and business.

See also “—Risks relating to our business—Our loan portfolio includes long-term project finance loans, which are particularly vulnerable to completion and other risks” and “—Risks relating to our business—We

have a high concentration of loans to certain customers, borrower groups and sectors and if a substantial portion of these loans become non-performing, the overall quality of our loan portfolio, our business and the prices of our equity shares and ADSs could be adversely affected”.

We have a high concentration of loans to certain customers, borrower groups and sectors and if a substantial portion of these loans become non-performing, the overall quality of our loan portfolio, our business and the prices of our equity shares and ADSs could be adversely affected.

Our loans and advances to the retail segment constituted 53.1% of our gross advances (gross loans) at March 31, 2025. Our loans and advances to the rural finance segment were 5.7%, services-finance sector were 5.8%, the infrastructure sector (excluding power) were 2.7%, the wholesale/retail trade sector were 6.7%, and the power sector were 0.9% of our gross loans and advances at March 31, 2025.

Banks are subject to the Reserve Bank of India’s framework for large exposures with limits on exposure of banks to a single counterparty and a group of connected counterparties. As per this framework, the sum of all the exposure values of a bank to a single counterparty must not be higher than 20.0% of the bank’s available eligible capital base (i.e., Tier 1 capital) at all times and the sum of all the exposure values of a bank to a group of connected counterparties must not be higher than 25.0% of the bank’s available eligible capital base at all times. At year-end fiscal 2025, our largest single counterparty accounted for 15.6% of our Tier I capital fund. The largest group of connected counterparties accounted for 18.7% of our Tier I capital fund.

Banks are also subject to the Reserve Bank of India’s guidelines proposing that large borrowers should reduce reliance on banks for their additional funding and access market borrowings and other funding sources. Borrowers to be considered for this purpose were those having an aggregate fund-based credit limit of Rs. 100.0 billion. Loans from banks in excess of 50.0% of the incremental funds raised by these borrowers attracts higher risk weights and provisioning.

These guidelines, and our focus on controlling and reducing concentration risk, may restrict our ability to grow our business with some customers, thereby impacting our earnings. There can be no assurance that we will be successful in controlling the concentration risk and that we will be able to successfully grow our operating profits while controlling non-performing loans and provisions.

The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us which may result in failure to recover the expected value of collateral security exposing us to a potential loss.

A material portion of our loans to corporate and retail customers are secured by collateral. See also “Business—Loan Portfolio—Collateral—Completion, Perfection and Enforcement”. Changes in asset prices may cause the value of our collateral to decline, and we may not be able to realize the full value of our collateral as a result of delays in bankruptcy and foreclosure proceedings, delays in the creation of security interests, defects or deficiencies in the perfection of collateral, including due to the inability to obtain approvals that may be required from various persons, agencies or authorities, fraudulent transfers by borrowers and other factors, including depreciation in the value of the collateral and illiquid market for disposal of and volatility in the market prices for the collateral, current legislative provisions or changes thereto and past or future judicial pronouncements.

In India, foreclosure on collateral consisting of property can be undertaken directly by lenders by fulfilling certain procedures and requirements (unless challenged in courts of law) or otherwise by a application to an Indian court or tribunal. An application or, when made, a legal challenge to the foreclosure undertaken directly, may be subject to delays or administrative requirements that may result in, or be accompanied by, a decrease in the value of collateral. These delays can last for several years and might lead to deterioration in the physical condition or market value of the collateral. In the event that a corporate borrower is in financial difficulty and unable to sustain itself, it may opt for the process of voluntary insolvency/winding up. Corporate borrowers may voluntarily, or by creditor action be admitted to the insolvency resolution process under the Insolvency and Bankruptcy Code, 2016.

During the period of resolution under the Insolvency and Bankruptcy Code, 2016, there is a moratorium on foreclosure and other recovery proceedings by the lenders. In some cases we may foreclose on collateral in lieu of collecting the principal and interest due, but may experience delays in liquidating the collateral.

The Insolvency and Bankruptcy Code, 2016 provides for a time-bound mechanism to resolve stressed assets. Further, the Reserve Bank of India’s prudential framework for resolution of stressed assets requires banks to implement a plan to resolve any overdue account within timelines as approved by the board and may include legal proceedings for insolvency or recovery. The process of resolution of accounts referred under the Insolvency and Bankruptcy Code is still evolving, with periodic amendments being incorporated in the framework through both legislation and judicial decisions. A few large accounts have been resolved under the Insolvency and Bankruptcy Code since fiscal 2019. However, uncertainties continue and there are delays in the resolution of accounts referred under the Insolvency and Bankruptcy Code. Should the resolution of accounts not be achieved and the borrowers go into liquidation, the market value of the collateral may come down thus impacting the recovery of dues by lenders. There can be no assurance of the level of recovery, even in cases where a resolution is achieved.

In addition, for collateral we hold in jurisdictions outside India, the applicable laws and regulations in such jurisdictions may impact our ability to foreclose on collateral and realize its value. Failure to recover the expected value of collateral could expose us to potential losses, which could adversely affect our financial performance, our stockholders’ equity and the prices of our equity shares and ADSs.

Our banking and trading activities are particularly vulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance.

Interest rates in India are impacted by a range of factors including inflation, fiscal deficit and government borrowing, monetary policy and market liquidity. Due to the reserve requirements of the Reserve Bank of India, we may be more structurally exposed to interest rate risk than banks in other countries. See also “Supervision and Regulation—Legal Reserve Requirements”. These requirements result in our maintaining a large portfolio of fixed income Government of India securities, and we could be materially adversely impacted by a rise in interest rates, especially if the rise were sudden or sharp. A rise in yields on government securities reduces our realized and marked-to-market gains and the value of our fixed income portfolio. The requirement to maintain a large portfolio of government securities and other liquid assets to comply with reserve requirements and the liquidity coverage ratio also has a negative impact on our net interest income and net interest margin because we earn interest on a portion of our assets at rates that are generally less favorable than those typically received on our other interest-earning assets.

If the yield on our interest-earning assets does not increase at the same time or to the same extent as our cost of funds, or if our cost of funds does not decline at the same time or to the same extent as the decrease in yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted. A slower growth in low-cost deposits in the form of current and savings account deposits compared to total deposits would result in an increase in the cost of funds and could adversely impact our net interest margin if we are not able to pass on the increase to borrowers. Introduction of higher deposit interest rates, by banks with whom we compete may also lead to revisions in our deposit rates to remain competitive and this could adversely impact our cost of funds.

The Reserve Bank of India mandates the linking of interest rates on new floating rate retail loans and floating rate loans to micro and small enterprises, and floating rate loans to medium enterprises, to an external benchmark. Since our funding is primarily fixed rate, volatility in external benchmarks underlying loan pricing may cause volatility in or compress our net interest margin. If there are increases in our cost of funds and if we are unable to pass on the increases fully into our lending rates, our net interest margins and profitability would be adversely impacted. Such revisions in external benchmark lending rates may impact the yield on our interest-earning assets, our net interest income and net interest margin. At year-end fiscal 2025, approximately 54.0% of the Bank’s domestic loan portfolio was linked to external benchmarks.

We are also exposed to interest rate risk through our treasury operations as well as the operations of certain of our subsidiaries and affiliates, including ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited, which have a portfolio of fixed income securities, and ICICI Securities Primary Dealership Limited, which is a primary dealer in Government of India securities. In our asset management business, we manage money market, debt and hybrid mutual fund schemes whose performance is impacted by a rise in interest rates, which adversely impacts our revenues and profits from this business. See also “—Risks relating to India and other economic and market risks—A prolonged slowdown in economic growth in India could cause our business to suffer.”

High and increasing interest rates or greater interest rate volatility and differential movement between external benchmarks underlying loan pricing and our cost of funding may adversely affect our ability to grow, our net interest margins, our net interest income, our income from treasury operations and the value of our fixed income securities portfolio as well as the operations of certain of our subsidiaries. On the other hand, lower interest rates may impact margins, given the competitiveness in mobilizing deposits could entail keeping deposit rates at an attractive level.

Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds.

Our risk management strategies may not be effective because, in a difficult or less liquid market environment, other market participants may be attempting to use the same or similar strategies to deal with difficult market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity of such other market participants. Our derivatives businesses may expose us to unexpected market, credit and operational risks that could cause us to suffer unexpected losses or enhanced regulatory scrutiny. Severe declines in asset values, unanticipated credit events, or unforeseen circumstances that may cause previously uncorrelated factors to become correlated may create losses resulting from risks not appropriately taken into account in the development, structuring or pricing of a derivative instrument. In addition, some derivative transactions are not cleared and settled through a central clearing house or exchange, and they may not always be confirmed or settled by counterparties on a timely basis. In these situations, we are subject to heightened credit and operational risk, and in the event of a default, we may find the contract more difficult to enforce. Further, as new and more complex derivative products are created, disputes regarding the terms or the settlement procedures of the contracts could arise, which could force us to incur unexpected costs, including transaction and legal costs, and impair our ability to manage effectively our risk exposure to these products. Many of our hedging strategies and other risk management techniques have a basis in historic market behavior, and all such strategies and techniques are based to some degree on management’s subjective judgment. To the extent any of the instruments and strategies we use to hedge or otherwise manage our exposure to market or credit risk are not effective, we may not be able to mitigate effectively our risk exposures in particular market environments or against particular types of risk. Our balance sheet growth is dependent upon economic conditions and our ability to securitize, sell, purchase or syndicate particular loans or loan portfolios. Our trading revenues and interest rate risk are dependent upon our ability to properly identify, and mark-to-market, changes in the value of financial instruments caused by changes in market prices or rates. Our earnings are dependent upon the effectiveness of our management of migrations in credit quality and risk concentrations, the accuracy of our valuation models and our critical accounting estimates and the adequacy of our allowances for loan losses. The risk of future pandemics, climate change, geopolitical conflicts and related economic disruption have significantly complicated risk management for banks, including us, and we may not be able to effectively mitigate the changes in our risk exposures.

To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could suffer higher than anticipated losses and enhanced regulatory scrutiny. The successful management of credit, market and operational risk is an important consideration in managing our liquidity risk because it affects the evaluation of our credit ratings by domestic and international rating agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time. See also “—Risks relating to India and other economic and market risks—Any downgrade of India’s debt rating or the rating of our senior unsecured foreign currency debt by an international rating agency could adversely affect our business, liquidity and the prices of our equity shares and ADSs”. The rating agencies can also decide to withdraw their ratings altogether, which may have the same effect as a reduction in our ratings. We are rated by certain Indian rating agencies, which include CRISIL, CARE and ICRA, with a long-term rating of AAA and a stable outlook. However, there is no assurance that we will always be able to maintain the highest rating and any significant decline in our business or capital position or increase in non-performing loans could impact our rating or outlook. Any reduction in or withdrawal of our ratings may increase our borrowing costs, limit our access to capital markets and adversely affect our ability to sell or market our products, engage in business transactions particularly longer-term, and derivatives transactions, or retain our customers. Conditions in the international and Indian debt markets may adversely impact our access to financing and liquidity. This, in turn, could reduce our liquidity and negatively impact our operating results and financial condition. For more information, relating to our ratings, see also “Business—Risk Management—Market Risk—Liquidity Risk.”

Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected.

Most of our incremental funding requirements are met through short-term funding sources, primarily in the form of deposits including current and savings account deposits, term deposits from retail customers, term deposits from corporate customers and interbank deposits. Our customer deposits generally have a maturity of less than two years with an option of early withdrawal before contractual maturity. A large portion of our assets have medium or long-term maturities, creating the potential for funding mismatches. For instance, our mortgage loans and corporate term loans typically have longer-term maturities compared to our funding profile.

Our international branches are primarily funded by debt capital market issuances and syndicated/bilateral loans, while our international subsidiaries generally raise deposits in their local markets. Volatility in the international debt markets may constrain our international capital market borrowings. There can be no assurance that our international branches and subsidiaries will be able to obtain funding from the international debt markets or other sources in a timely manner on acceptable terms. This may adversely impact our ability to replace maturing borrowings and fund new assets. In addition, borrowers who have taken foreign currency loans from us may face challenges in meeting their repayment obligations on account of market conditions and currency movements. See also “—Risks relating to India and other economic and market risks—Financial instability in other countries, particularly countries where we have established operations, could adversely affect our business.”

A determination against us in respect of disputed tax assessments may adversely impact our financial performance.

We are regularly assessed by the Government of India’s tax authorities, and, on account of outstanding tax demands, we have included in our contingent liabilities Rs. 160.7 billion in additional taxes in excess of our provisions as of March 31, 2025. These additional tax demands mainly relate to income tax, service tax, goods and services tax, sales tax and value added tax and do not include further disputed tax assessments considered as remote. These further disputed tax assessments, where the possibility of liability arising has been considered remote based on favorable Supreme Court of India decisions in our own or other similar cases, amount to Rs. 133.7 billion, of which: Rs. 60.2 billion mainly relates to disallowance of provision for insurance claims, disallowance for non-deduction of tax on certain expenses, disallowance of exempt income, non-payment of goods and services tax on co-insurance premium, re-insurance commission, and motor salvage and reimbursement; Rs.

49.5 billion pertains to the demand on account of incorrect tax rate considered by tax authority; Rs. 21.8 billion mainly relates to tax on bad debts written off, broken period interest and penalties levied; and Rs. 2.2 billion pertaining to errors requiring rectification by tax authorities. See also “Business—Legal and Regulatory Proceedings”. Further, we are subject to various ongoing inquiries by the tax authorities through investigations and notices that mainly consist of levy of goods and services tax on services provided by the Bank to customers maintaining specified minimum balances in their deposit accounts. This is an industry wide issue, and ICICI Group is contesting its potential liability with the tax authorities. Tax-related inquiries are usually not included in contingent liabilities as the demanded amount is not yet established. However, we believe that, based on judicial precedent, such proceedings will not be upheld by judicial authorities.

We have contested all of these issues which are the subject matter of investigations initiated or unfavorable orders issued by the tax authorities. While we expect that no additional liability will arise out of these matters based on our consultations with tax counsel, favorable decisions in our own and other cases and as per an internal assessment conducted by ICICI Group, there can be no assurance that these matters will be settled in our favor or that no further liability will arise out of these demands. Any additional tax liability may adversely impact our financial performance and the prices of our equity shares and ADSs.

Negative publicity could damage our reputation and adversely impact our business and financial results and the prices of our equity shares and ADSs.

Reputation risk, or the risk to our business, earnings and capital from negative publicity, is inherent in our business. Negative public opinion about the financial services industry generally or us specifically could adversely affect our ability to keep and attract customers and expose us to litigation or regulatory action. Negative publicity can result from our actual or alleged conduct in any number of activities, including lending practices, specific credit exposures, the level of non-performing loans, corporate governance, regulatory compliance, mergers and acquisitions, and related disclosure, sharing or inadequate protection of customer information, and actions taken by government, regulators, investigative agencies, courts and community organizations in response to that conduct. Being a large financial services organization, we are exposed to media coverage and public scrutiny of our business practices, our Board of Directors, key management personnel, policies and actions. Although we take steps to minimize reputation risk in dealing with such events, we are inherently exposed to this risk.

Any additional unfavorable publicity may adversely impact investor confidence and affect the prices of our equity shares and ADSs. Our subsidiaries’ businesses include mutual fund, portfolio and private equity fund management, which are exposed to various risks including diminution in value of investments and inadequate liquidity of the investments. We also distribute products of our insurance, asset management and private equity subsidiaries. Investors in these funds and schemes may allege mismanagement or weak fund management as well as mis-selling and conflicts of interest, which may impact our overall reputation as a financial services group and may require us to support these businesses with liquidity and may result in a reduction in business volumes and revenues from these businesses. We are also exposed to the risk of litigation, claims or disputes by customers, counterparties or other constituents across our businesses.

The exposures of our international branches and banking subsidiaries could generally affect our business, financial condition and results of operations.

The loan portfolios of our international branches and banking subsidiaries include foreign currency loans to Indian companies for their Indian operations (where permitted by regulation) and their overseas ventures, including cross-border acquisitions. This exposes us to specific additional risks including the failure of the acquired entities to perform as expected, and our inexperience in various aspects of the economic and legal framework in overseas markets. We are, through our international branches and banking subsidiaries, also exposed to a variety of credit risks in local markets, where our expertise and experience may be limited.

Our international profile has also increased the complexity of our risks in a number of areas including price risks, currency risks, interest rate risks, compliance risk, regulatory and reputational risk and operational risk. We also face risks arising from our ability to manage inconsistent legal and regulatory requirements in the multiple jurisdictions in which we operate. Our businesses are subject to changes in legal and regulatory requirements, and it may not be possible to predict the timing or nature of such changes. See also “—Risks that arise as a result of our presence in a highly regulated sector—The opportunities for growth in our international operations and our ability to repatriate capital from these operations may be limited by the local regulatory environments.” Business opportunities in these jurisdictions will also determine the growth in our operations.

Global developments including tariffs and other trade disputes could impact economic growth in Canada and the United Kingdom, which in turn could impact the business of our banking subsidiaries in these countries. Our international branches and banking subsidiaries undertake select local banking businesses, including lending to multinational and local corporations, small businesses, property backed lending and insured and other mortgages, and in the event of these corporations being impacted by global and local economic conditions it could have an adverse impact on our business. Our international branches and banking subsidiaries have also made investments in bonds, certificates of deposit, mortgage-backed securities, treasury bills and asset-backed commercial paper.

Our international business strategy currently focuses on the non-resident Indian community and on India-linked business. Our overseas banking subsidiaries will continue to serve local markets selectively with a focus on risk mitigation and granularity of business. There can be no assurance of our successful execution of this strategy. Moreover, the risk of future pandemics and financial crises may also increase challenges for our international branches and banking subsidiaries. If we are unable to manage these risks, our business would be adversely affected. The classification of the loan portfolio of our international branches and banking subsidiaries is also subject to the regulations of respective local regulators. Such loans that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the current Reserve Bank of India guidelines, are classified as non-performing to the extent of the amount of outstanding loan in the host country. Overseas regulators may also require higher provisions against loans held in their jurisdictions.

Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks that may adversely affect our business.

The growth of our retail, rural and small business loan portfolios exposes us to increased risks within India, including higher levels of non-performing loans in our unsecured retail credit portfolio, increased operational, fraud, regulatory and legal risks. We continue to focus on scaling up our retail lending volumes and have seen an increase in our retail unsecured portfolio and our lending to small businesses and entrepreneurs. Retail lending, including unsecured retail credit, has been an important driver of growth for the Indian banking system. We have also entered into partnerships with technology companies with large customer bases to offer co-branded credit products and as well as with non-banking financial companies for co-origination and/or purchases of loans. We intend to continue to pursue similar partnerships.

While we have taken measures to address the risks in these businesses, there can be no assurance that the businesses would perform according to our expectations or that there would not be any adverse developments in these businesses in the future. We use data analytics extensively in our lending to retail and small business customers, and there can be no assurance that these analytical models will perform as intended. Our focus on partnerships with other entities to grow our portfolio may not yield the desired results and may lead to additional risks. Our inability to manage such risks may have an adverse impact on our future business and strategy, our asset quality and profitability and the prices of our equity shares and ADSs.

Commission, exchange and brokerage income, profit on foreign exchange transactions and other sources of fee income are important elements of our profitability, and regulatory changes or changes in market conditions could cause these income streams to decline and adversely impact our financial performance.

We earn commission, exchange and brokerage income from a variety of activities, including loan processing, syndication and advisory services for corporate clients with respect to their acquisition and project financing, distribution of retail investment and insurance products, transaction banking and retail credit products. Our commission, exchange and brokerage income is therefore impacted by the level of corporate activity including new financing proposals, the demand for retail financial products and the overall level of economic and trade activity. Our commission, exchange and brokerage income is also impacted by applicable regulations governing various products and segments of financial services and changes in these regulations may adversely impact our income streams and ability to grow our business. Our fee income from distribution of third-party financial products is dependent on applicable regulations, the demand for these products and our distribution strategy for banking and third party products.

Our industry is very competitive and our strategy depends on our ability to compete effectively.

Within the Indian market, we face intense competition from other commercial banks, investment banks, insurance companies, non-bank finance companies, new private sector banks like payments banks and small finance banks and non-bank entities offering retail payments services. Some Indian public and private sector banks have experienced higher growth and increase in market shares relative to us. The expansion of existing competitors or the entry of new competitors could increase competition for products and services. There could be greater competition for business opportunities if there is a slowdown in growth in the Indian banking sector. The establishment of account aggregators, permitted by the Reserve Bank of India, facilitates sharing of customer data with different financial service providers from whom customers may be seeking loans or other products and may increase competition by making it easier for new entrants to onboard customers at a lower cost than traditional models. These moves may significantly impact competition in the industry, especially for deposits and retail products.

Further, technology innovations in mobility and digitization of financial services require banks and financial services companies to continuously develop new and simplified models for offering banking products and services. The emergence of new platforms, or new operating models or new types of banks or other entities offering digital banking solutions, are trends that could increase competitive pressures on banks, including us. Innovations in the payments system and increasing use of mobile banking are leading to emergence of new platforms for cashless payments. This can also lead to new types of banks expanding their presence in other financial products like insurance and mutual funds. Non-financial companies, particularly international technology companies including large e-commerce players and internet-based service providers are increasing their presence in the financial sector and are offering payment platforms and select services. We are currently partnering with some of these entities to jointly offer payment and credit products and services. Some or all of these entities, which have substantially more resources than us and other Indian banks, may eventually seek a larger share of the banking and financial services market in India and compete with us. Our subsidiaries also face similar risks, including enhanced competition from new, technology-led players with disruptive business models that may result in a loss of market share or reduced profitability or both, for existing players. There is no assurance that we will be able to continue to respond promptly to new technological developments and be in a position to participate in new market opportunities or dedicate resources to upgrade our systems and compete with new players entering the market. See also “—Risks relating to technology—The growing use of technology in banking and financial services creates additional risks of competition, reliability and security”.

We face competition from non-banking finance companies that are lending in segments in which banks also have a presence, including home loans and vehicle loans. Their presence in the market may grow during periods when banks are unable to grow their advances due to challenges and stress in other businesses. There is no assurance that we will be able to effectively compete with these non-banking finance companies at all times.

Further, changes in the banking sector structure due to consolidation as well as entry of new competitors may lead to volatility and new challenges and may increase pressure on banks to remain competitive.

Any changes in the banking structure in India, including the entry of new banks, greater competition between existing players and improvement in the efficiency and competitiveness of existing banks, may have an adverse impact on our business. Due to competitive pressures, we may be unable to successfully execute our growth strategy or offer products and services at reasonable returns and this may adversely impact our business. See also “Business—Competition”.

In our international operations we also face competition from the full range of competitors in the financial services industry, both banks and non-banks and both Indian and foreign banks. We remain a small to mid-size player in the international market and many of our competitors have resources much greater than our own.

There is operational risk associated with the financial industry which, when realized, may have an adverse impact on our business.

We, like all financial institutions, are exposed to many types of operational risk, including the risk of fraud or other misconduct by employees or outsiders, unauthorized transactions by employees and third parties (including violation of regulations for prevention of corrupt practices, and other regulations governing our business activities), misreporting or non-reporting with respect to statutory, legal or regulatory reporting and disclosure obligations, or operational errors, including non-compliance with internal processes, clerical or recordkeeping and reconciliation errors or errors resulting from faulty computer or telecommunications systems. We have experienced significant growth in a fast-changing environment, and management as well as our regulators are aware that this may pose significant challenges to our control framework. As a result of our internal evaluations, we and our regulators have noted certain areas where our processes and controls could be improved. Our growth, particularly in retail, small business and rural lending, our international business and our insurance businesses, and our extensive use of digital technology, expose us to additional operational and control risks. Regulatory scrutiny of areas related to operational risk, including internal audit information, systems and data processing is increasing. Our inability to manage operational risk and ensure the resilience of our systems and infrastructure may lead to regulatory action against us. The large size of our treasury and retail operations, which use automated control and recording systems as well as manual checks and recordkeeping, exposes us to the risk of errors in control, recordkeeping and reconciliation. The increasing size of our insurance business and the complexities of the products expose us to the risk that the models set up on actuarial software to compute the actuarial liabilities and deferred acquisition cost may contain errors or may require continuous improvement over a period of time. Given our high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. In addition, our dependence on automated systems to record, process and monitor and/or review transactions may further increase the risk that technical system flaws, employee tampering, manipulation of those systems and deficiency in access control management will result in losses that are difficult to detect. We may also be subject to disruptions of our operating systems, arising from events that are wholly or partially beyond our control (including, for instance, computer viruses or electrical or telecommunication outages), which may give rise to deterioration in customer service and to loss or liability to us.

We also outsource some functions, like collections, sourcing of retail loans and management of ATMs to other entities and hence we are also exposed to the risk that external vendors may be unable to fulfil their contractual obligations to us (or will be subject to the same risk of fraud or operational errors by their respective employees as we are), and to the risk that our (or our vendors’) business continuity and data security systems prove not to be sufficiently adequate. We also face the risk that the design of our controls and procedures proves inadequate, or is circumvented, thereby causing delays in detection or errors in information. We are also exposed to operational risks from transactions with other financial institutions and intermediaries. Although we maintain a system of controls designed to keep operational risk at appropriate levels, like all banks and insurance companies we have suffered losses from operational risk.

There can be no assurance that we will not suffer losses from operational risks in the future that may be material in amount, and our reputation could be adversely affected by the occurrence of any such events involving our employees, customers or third parties.

In addition, regulators or governmental authorities or courts may also hold banks, including us, liable for losses on account of customer errors such as inadvertent sharing of confidential account related information. There are inherent limitations to the effectiveness of any system especially of controls and procedures, including the possibility of human error, circumvention or overriding of the controls and procedures, in a fast-changing environment or when entering new areas of business or expanding geographic reach. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. We are committed to continuing to implement and improve internal controls and our risk management processes, and this remains a key priority for us. If, however, we are unable to manage operational risk in India and in the other jurisdictions in which we operate, or if we are perceived as being unable to manage such risk, we may be subject to enhanced regulatory oversight and scrutiny. For a discussion of how operational risk is managed, see also “Business—Risk Management—Market Risk—Operational Risk”.

Our failure to establish, maintain and apply an adequate internal control over financial reporting could have a material adverse effect on our reputation, business, financial condition or results of operations.

We are responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and preparation and fair presentation of our published Indian GAAP consolidated financial statements and disclosures relating to U.S. GAAP net income reconciliation, stockholders’ equity reconciliation and other disclosures as required by the U.S. Securities and Exchange Commission and applicable GAAP. Our management is required to assess the effectiveness of our internal control over financial reporting and disclose whether such internal controls are effective. Our independent registered public accounting firm must conduct an audit to evaluate and render an opinion on the effectiveness of our internal control over financial reporting. See “Management—Summary Comparison of Corporate Governance Practices—Management’s Report on Internal Control Over Financial Reporting”.

We have established internal controls over financial reporting, as well as policies and procedures for evaluating those controls, in order to provide reasonable assurance of the reliability of our financial reporting and the preparation of financial statements. However, these controls may not prevent or detect errors. Any evaluation of effectiveness of future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. To the extent any issues are identified through the foregoing processes, there can be no assurance that we will be able to resolve them in a timely manner or at all. If this occurs, our reputation may be damaged, which could lead to a decline in investor confidence in us and may adversely affect our business, financial conditions and results of operations.

We and our customers are exposed to fluctuations in foreign exchange rates.

Certain of our borrowers enter into derivatives contracts to manage their foreign exchange risk exposures. Volatility in exchange rates may result in increased mark-to-market losses in derivatives transactions for our clients. Upon the maturity or premature termination of the derivatives contracts, these mark-to-market losses become receivables owed to us. Consequently, we become exposed to various kinds of risks including, but not limited to, credit risk, market risk and exchange risk.

Exchange rates are impacted by a number of factors including volatility of international capital markets, geopolitical events, interest rates and monetary policy stance in developed economies like the United States, level of inflation and interest rates in India, the balance of payment position and trends in economic activity. Rising volatility in capital flows due to changes in monetary policy in the United States or other economies or a reduction in risk appetite or increase in risk aversion among global investors and consequent reduction in global liquidity may impact the Indian economy and financial markets.

During fiscal 2024, the rupee depreciated to Rs. 83.40 per U.S. dollar at March 31, 2024 from Rs. 82.18 per U.S. dollar at March 31, 2023. The higher for longer narrative for U.S. rates helped in keeping the dollar stronger throughout the year, with dollar index appreciating by 1.9% during fiscal 2024. In fiscal 2025, the rupee further depreciated to Rs. 85.48 per U.S. dollar at March 28, 2025. The depreciation in the rupee was on account of capital flows from October 2024 onwards. See also “—Risks relating to our business—Any adverse impact on India’s external position due to an increase in the price of crude oil, the current account deficit, the outflow of foreign capital or exchange rate volatility could adversely affect the Indian economy, which could adversely affect our business”.

Some of our borrowers with foreign exchange and derivatives exposures may be adversely impacted by the depreciation of the rupee. These include borrowers impacted by higher rupee denominated interest or principal repayment on unhedged foreign currency borrowings; increases in the cost of raw material imports where there is limited ability to pass through such escalations to customers; and the escalation of project costs due to higher imported equipment costs; and borrowers that may have taken adverse positions in the foreign exchange markets. The failure of our borrowers to manage their exposures to foreign exchange and derivatives risk, particularly adverse movements and volatility in foreign exchange rates, may adversely affect our borrowers and consequently the quality of our exposure to our borrowers and our business volumes and profitability.

Further, any increased intervention in the foreign exchange market or other measures by the Reserve Bank of India to control the volatility of the exchange rate, may result in a decline in India’s foreign exchange reserves and reduced liquidity and higher interest rates in the Indian economy. Prolonged periods of volatility in exchange rates, reduced liquidity and high interest rates could adversely affect our business, our financial performance and the prices of our equity shares and ADSs. A sharp depreciation in the exchange rate may also impact some corporate borrowers having foreign currency obligations that are not fully hedged.

An increase in non-performing or restructured assets on account of our borrowers’ inability to manage exchange rate risk and any increased capital or provisioning requirement against such exposures may have an adverse impact on our profitability, our business and the prices of our equity shares and ADSs. We have adopted certain risk management policies to mitigate such risk. However, there is no assurance that such measures will be fully effective in mitigating such risks.

We may seek opportunities for growth through acquisitions, divest our existing businesses, or be required to undertake mergers by the Reserve Bank of India and could face integration and other acquisitions risks.

We may seek opportunities for growth through acquisitions or be required to undertake mergers mandated by the Reserve Bank of India under its statutory powers. In the past, we have undertaken mergers and acquisitions. In some cases, the Reserve Bank of India has ordered mergers of weak banks with other banks primarily in the interest of depositors of the weak banks. For example, the Government of India announced the amalgamation of 10 public sector banks into four larger banks in 2020 as part of a consolidation measure to create fewer banks that are individually larger in scale. We may in the future examine and seek opportunities for acquisitions. Our subsidiaries in India may also undertake mergers, acquisitions and takeovers in India or internationally.

We may also increase or reduce our shareholding in our subsidiaries and affiliates, or divest other existing businesses wholly or partially, for a variety of reasons including changes in strategic focus, redeployment of capital, contractual obligations and regulatory requirements. Mergers and acquisitions by our subsidiaries could lead to reduction in our shareholding in such subsidiaries (including to below majority ownership in certain subsidiaries), and, under applicable laws, may require us to reduce our shareholding to 30.0% or less unless we receive regulatory and governmental approval to maintain a higher level of shareholding, which may be subject to various conditions including divestment to the required level of 30.0% within a specified timeframe. During fiscal 2022, following the completion of a previously announced all-stock merger by ICICI Lombard General Insurance Company Limited, the Bank’s shareholding in ICICI Lombard General Insurance Company Limited decreased to 48.1%, and ICICI Lombard General Insurance Company Limited ceased to be a subsidiary of the Bank. In May 2023, the Board of the Bank approved acquisition of up to 4.0% of ICICI Lombard General Insurance Company Limited's shareholding, to make it a subsidiary of the Bank, subject to receipt of necessary regulatory approvals. During fiscal 2024, the Bank received regulatory approval and through the stock exchange mechanism had acquired the additional stake in ICICI Lombard General Insurance Company Limited in multiple tranches, resulting into increase in shareholding of more than 50.0%. Consequently, ICICI Lombard General Insurance Company Limited ceased to be an affiliate and became a subsidiary of the Bank.

At March 31, 2024, the Bank held 74.73% of the equity shares of its broking subsidiary, ICICI Securities with the remaining 25.27% of the equity shares held by public shareholders. In June 2023, the Boards of Directors of the Bank and ICICI Securities approved a scheme of arrangement for delisting of equity shares of ICICI Securities (the “Scheme”) under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021, subject to receipt of requisite approvals. Following the receipt of necessary approvals, with effect from March 24, 2025, ICICI Securities has become a wholly owned subsidiary of the Bank and has been delisted from the stock exchanges. On March 26, 2025, the Bank allotted its equity shares to the public shareholders of ICICI Securities as of the record date, in accordance with the swap ratio of 67 to 100, as provided in the Scheme.

On May 8, 2025, the Board of Directors of ICICI Venture Funds Management Company Limited (“ICICI Venture”) and the Board of Directors of ICICI Prudential Asset Management Company, in their respective meetings, approved, in principle, a proposal to transfer the private equity, venture capital and real estate fund management businesses of ICICI Venture to ICICI Prudential Asset Management Company. ICICI Venture would continue to undertake certain advisory activities as well as manage certain residual funds. The proposed transaction would enable the offering of an integrated full range of investment asset classes, including private equity, by ICICI Prudential Asset Management Company. The transaction would be subject to the receipt of requisite regulatory and other approvals, completion of other procedures and entering into the necessary agreements.

In February 2025, the Bank’s joint venture partner Prudential PLC, made an announcement regarding a potential listing of and partial divestment of its stake in ICICI Prudential Asset Management Company, subject to market conditions, requisite approvals and other considerations. However, the Bank intends to retain our majority shareholding in ICICI Prudential Asset Management Company. In June 2025, the Board of Directors of the Bank had approved purchase of up to 2.0% additional shareholding in the ICICI Prudential Asset Management Company, subject to receipt of requisite approvals. This purchase will primarily be towards maintaining the Bank’s majority shareholding in the event of grant of stock-based compensation by the ICICI Prudential Asset Management Company.

ICICI Prudential Asset Management Company (“the Company”) has filed a Draft Red Herring Prospectus (“DRHP”) dated July 8, 2025 with Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited for an initial public offering (“IPO”) comprising of an offer for sale (“OFS”) of equity shares held by Prudential Corporation Holdings Limited (“PCHL”) in the Company, representing up to 10% of the equity share capital of the Company. The IPO and the amount of the OFS shall be subject to market conditions, requisite approvals and other considerations. Additionally, on July 8, 2025, the Bank has entered into an inter-se agreement with PCHL stating its intention to purchase up to 2% of fully diluted pre-IPO share capital of the Company from PCHL, prior to the consummation of the IPO. This would be subject to finalization amongst both parties of relevant terms, requisite corporate and statutory approvals as may be required by each of the parties, applicable law and other considerations.

The Board of Directors of the Bank at its board meeting held on July 19, 2025, approved the acquisition of 100% shareholding in ICICI Prudential Pension Funds Management Company Limited (ICICI PFM) from ICICI Prudential Life Insurance Company Limited to make ICICI PFM a wholly owned subsidiary of the Bank, subject to RBI, PFRDA and other necessary approvals. The Board of Directors of ICICI Prudential Life Insurance Company Limited has at their meeting on July 19, 2025, approved the sale of entire 100% of equity shareholding held in the Bank, subject to approval of the regulatory and statutory authorities, as per applicable regulations. ICICI PFM is a registered pension fund manager under the National Pension Scheme (NPS). Pension Fund Regulatory & Development Authority had provided approval to ICICI PFM to act as a point of presence under NPS distribution and servicing for public at large through physical as well as online platform. Currently, ICICI Prudential Life Insurance Company Limited holds 100% in ICICI PFM.

Any future acquisitions or mergers or takeovers, whether by us or our subsidiaries, may involve a number of risks that may include the possibility of a deterioration of asset quality, quality of business and business operations, financial impact of employee related liabilities, changes in economic and financial market conditions, and diversion of our management’s attention required to integrate the acquired business. Risks may also include the failure to retain key acquired personnel and clients, leverage synergies or rationalize operations, or develop the skills required for new businesses and markets. We are also at risk of liabilities including any ongoing litigation, claims or disputes concerning such acquisition, merger, its shareholders, share capital or its legal and regulatory compliance obligations or practices. Some or all of these risks could have an adverse effect on our business or that of our subsidiaries.

We depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We may also rely on certain representations as to the accuracy and completeness of that information and, with respect to financial statements, on reports of their independent auditors. For instance, in deciding whether to extend credit, we may assume that a customer’s audited financial statements conform to generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our financial condition and results of operations could be negatively affected by relying on financial statements that do not comply with generally accepted accounting principles or other information that is materially misleading. According to data published by the Reserve Bank of India, frauds reported in the Indian banking sector have shown an increasing trend in recent years, and the composition of the fraud amount reported is largely dominated by frauds related to loans and advances. In addition, our access to information about the credit histories of our borrowers, especially individuals and small businesses, may be limited, relative to what is typically available for similar borrowers in developed economies with more established nation-wide credit bureaus. This may affect the quality of information available to us about the credit history of our borrowers, especially individuals and small businesses. As a result, our ability to effectively manage our credit risk may be adversely affected.

We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our financial performance and the prices of our equity shares and ADSs.

We and the other entities in ICICI Group, or our or their directors or officers, are often involved in civil and criminal litigation in India and in the other jurisdictions in which we operate for various reasons, which generally arise because we seek to recover amounts due from borrowers or because customers seek claims against us or disputes may arise in connection with financial services. In certain instances, former employees have instituted legal and other proceedings against us. The majority of these cases arise in the normal course of business, and we believe, based on the facts of the cases and consultation with counsel, that these cases generally do not involve the risk of a material adverse impact on our financial performance or prices of our equity shares and ADSs. We estimate the probability of losses that may be incurred in connection with legal and regulatory proceedings as of the date on which our unconsolidated and consolidated financial statements are prepared. We recognize a provision when we have a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. We determine the amount of provision based on our estimate of the amount required to settle the obligation at the balance sheet date, supplemented by our experience in similar situations. We review provisions at each balance sheet date and adjust them to reflect current estimates. In cases where the available information indicates that a loss is reasonably possible, but the amount of such loss cannot be reasonably estimated, we make a disclosure to this effect in the unconsolidated and consolidated financial statements. Whenever we consider it appropriate and the legal or regulatory guidelines so permit, we may seek to settle or compound legal or regulatory proceedings through consensual process with the concerned claimant or regulator, which may entail monetary payment or receipt or agreeing to non-monetary terms. When there is only a remote risk of loss, we do not recognize a provision nor do we include a disclosure in the unconsolidated and consolidated financial statements. See also “Business—Legal and Regulatory Proceedings”. We cannot guarantee that the judgments in, or the outcomes of any of the litigation or other proceedings or of any settlement or compounding of legal or regulatory proceedings in which we are involved would be favorable to us and if our assessment of the risk changes, our view on provisions will also change.

See also, “—Risks relating to our business—A determination against us in respect of disputed tax assessments may adversely impact our financial performance.” and “Business—Legal and Regulatory Proceedings”.

We continue to expand our branch network and any inability to use these branches productively may have an adverse impact on our growth and profitability.

The Bank’s branch network in India increased from 6,523 branches at March 31, 2024 to 6,983 branches at March 31, 2025. Although we plan to leverage our extensive geographical reach to support growth in our business, our new branches typically operate at lower productivity levels, as compared to our existing branches. See also “—Risks relating to our business—We may seek opportunities for growth through acquisitions, divest our existing businesses, or be required to undertake mergers by the Reserve Bank of India and could face integration and other acquisitions risks”. We also have a substantial branch network in rural and semi-urban areas and have also established branches in villages that did not have any banking services. Any inability to achieve or substantial delays in achieving desired levels of deposits, advances and revenues from the new branches would have an adverse impact on our growth and profitability and the prices of our equity shares and ADSs.

We depend on the knowledge and skills of our senior management. Any inability to attract them and retain them and other talented professionals or any loss of senior management or other talented professionals may adversely impact our business.

Our continued success depends in part on the continued service of key members of our management team and our ability to continue to attract, train, motivate and retain highly qualified professionals. This is a key element of our strategy and we believe it to be a significant source of competitive advantage. The successful implementation of our strategy depends on the availability of skilled management, both at our head office and at each of our business units and international locations, continuity in the service of our directors, executives and senior managers, and our ability to attract and train young professionals.

The appointment of individuals in certain positions is subject to regulatory and shareholder approvals. Any stringent requirements by our regulator for appointing key members in the management may require us to reorganize our management structure and may affect our ability to identify, hire and appoint suitable professionals for various roles.

The loss of any member from our senior management, including directors and key personnel, can have a material impact on our business, our financial performance, our stockholders’ equity, our ability to implement our strategy and the prices of our equity shares and ADSs. If we or one of our business units or other functions fail to staff operations appropriately or lose one or more key senior executives or qualified young professionals and fail to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including our control and operational risks, may be adversely affected. Likewise, if we fail to attract and appropriately train, motivate and retain young professionals or other talent, our business may likewise be affected. We have recently made several changes to our human resource management practices, including key performance indicators, unit-level operating flexibility and accountability and a shift from grades to functional designations at senior levels, aimed at greater agility and synergy across the organization. There can be no assurance that these measures will be successful in meeting the desired objectives.

A substantial portion of our compensation structure for middle and senior management is in the form of employee stock options and dependent on the market price of our equity shares. We introduced an employee stock unit scheme aimed primarily at up to the middle-level management employees pursuant to which stock units will be issued at the face value of Rs. 2.0 per unit, with phased vesting of units based upon the continuation of the employee.

However, increased competition, including the entry of new banks into an already competitive sector, may affect our ability to hire and retain qualified employees. See also “Business—Employees”.

Future health epidemics or natural disasters could impact our employees, including senior management. There can be no assurance that this would not impact our ability to manage or conduct our business or the price of our equity shares and ADSs.

Risks relating to technology

The growing use of technology in banking and financial services creates additional risks of competition, reliability and security.

Our business and our operations are heavily dependent upon our ability to offer digital products and services and process large volumes of transactions. This has increased our reliance on technology in recent years. Technology innovations in financial services require banks and financial services companies to continuously develop new and simplified models for offering banking products and services. See also “—Risks relating to our business—Our industry is very competitive and our strategy depends on our ability to compete effectively.”

The growing demand for digital banking services has substantially increased the volume of transactions for the banking system. This has required banks to enhance their focus on the availability and scalability of their systems in the context of growing customer dependence on digital transactions and increasing volumes of such transactions and may require additional investments. Any disruption in service delivery could impact our business, our financial position and our reputation, and also lead to regulatory action including imposing restrictions on business.

The emergence of technologies including AI and generative AI presents both potential risk and opportunities. Our failure to appropriately respond to these emerging technologies may adversely impact our business, financial results, our shareholders’ equity, the prices of our equity shares and the prices of our bonds.

We face security risks, including denial of service attacks, hacking, social engineering attacks targeting our colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.

Our businesses rely on our secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks and in the computer and data management systems and networks of third parties. To access our products and services, our customers may use personal smartphones, tablets, laptops, PCs, and other mobile devices that are beyond our control systems and subject to their own cybersecurity risks. Given our reliance and focus on technology and presence in diverse geographies, our technologies, systems, networks, and our customers’ devices are subject to security risks and are susceptible to cyber-attacks (such as, denial of service attacks, hacking, terrorist activities or identity theft) that could negatively impact the confidentiality, integrity or availability of data pertaining to us or our customers, which in turn may cause direct loss of money to our customers or to us, damage to our reputation and adversely impact our business and financial results. Third parties with which we do business or that facilitate our business activities could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.

We, our customers, regulators and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks.

These cyber-attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information, ransomware, advanced threats from large language models, improper access by employees or vendors, attacks on personal email of employees, ransom demands to not expose security vulnerabilities in our systems or the systems of third parties or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees, our customers or of third parties, damage our systems or otherwise materially disrupt our or our customers’ or other third parties’ network access or business operations. Like many other large global financial institutions, we have also experienced attacks pertaining to distributed denial of services which were intended to disrupt customer access to our main portal. While our monitoring and mitigating controls were able to detect and effectively respond to such incidents, there can be no assurance that these security measures will be successful in the future. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

We have a governance framework in place for security and have implemented information security policies, procedures and technologies. However, considering that technology is currently in a phase of rapid evolution and that the methods used for cyber-attacks are also changing frequently or, in some cases, are not recognized until an actual attack, we may not be able to anticipate or to implement effective preventive measures against all security breaches. Cyber threats are rapidly evolving and we may not be able to anticipate or prevent all such attacks and could be held liable for any security breach or loss.

Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, and the use of the internet and telecommunications technologies to conduct financial transactions. For example, cybersecurity risks may increase as we continue to increase our mobile-payment and other internet-based product offerings and expand our internal usage of web-based products and applications. In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of organized crime affiliates, terrorist organizations, hostile foreign governments, disgruntled employees or vendors, activists and other external parties, including those involved in corporate espionage. Some of the newer technologies like AI and quantum computing, which harnesses the laws of quantum mechanics, solve problems that are too complex for classical computers. Large scale AI disruptions have the potential to improve technological advantages by swiftly processing data through real-time analytics, ultimately leading to enhanced customer experience, optimized operations and predictive risk analysis. However, cyber attacks using AI technology present a substantial threat due to their ability to identify vulnerabilities faster using sophisticated attack methods and adapt real-time, evading traditional security measures. Encryption tools are used to secure online communications between parties from any possible attackers. Newer technologies could pose a threat to the existing encryption protocols and could lead to unauthorized access to internal data.

Even the most advanced internal control environment may be vulnerable to compromise. Targeted social engineering attacks and “spear phishing” attacks are becoming more sophisticated and are extremely difficult to prevent. In such an attack, an attacker will attempt to fraudulently induce colleagues, customers or other users of our systems to disclose sensitive information in order to gain access to its data or that of its clients. Persistent attackers may succeed in penetrating defenses given enough resources, time, and motive. The techniques used by cyber criminals change frequently, may not be recognized until launched and may not be recognized until well after a breach has occurred. The risk of a security breach caused by a cyber-attack at a vendor or by unauthorized vendor access has also increased in recent years. Additionally, the existence of cyber-attacks or security breaches at third-party vendors with access to our data may not be disclosed to us in a timely manner. We also face cybersecurity risks which could result in direct loss of money of the Bank and/or its customers due to cyber attacks, potentially resulting in penalties and restrictions on business as well as reputational risks for the Bank.

We also face indirect technology, cybersecurity and operational risks relating to clients and other third parties with whom we do business or upon whom we rely to facilitate or enable our business activities, including, for example, financial counterparties, regulators and providers of critical infrastructure such as internet access and electrical power.

As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber-attack or other information or security breach that significantly degrades, deletes or compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including us. This consolidation, interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems need to be integrated, often on an accelerated basis.

Any third-party technology failure, cyber-attack or other information or security breach, termination or constraint could, among other things, adversely affect our ability to effect transactions, service our clients, manage our exposure to risk or expand our business. Cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences. Hacking of personal information and identity theft risks, in particular, could cause serious reputational harm. A successful penetration or circumvention of system security could cause us serious negative consequences, including our loss of customers and business opportunities, costs associated with maintaining business relationships after an attack or breach; significant business disruption to our operations and business, misappropriation, exposure, or destruction of our confidential information, intellectual property, funds, and/or those of our customers; or damage to our computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.

Our customers could also be exposed to increased phishing and vishing attacks that could result in a financial loss to them, and in turn lead to claims for compensation from the Bank or reputation loss for the Bank.

System failures or system downtime could adversely impact our business.

Given the large share of retail products and services and transaction banking services in our total business, the importance of systems technology to our business has increased significantly. Our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control, such as surges in customer transaction volume, utility disruptions or failures, natural disasters, diseases pandemics, events arising from political or social matters and terrorist attacks. While we have procedures to monitor for and prevent system downtime or failures, and to recover from system failures in the event they occur, there is no guarantee that these procedures will successfully prevent a system failure or allow us to recover quickly from a system failure. In the event that our data center is severely impacted, while we have a secondary disaster recovery data center, recovery of some of our systems and services may be delayed, thereby adversely impacting our operations and customer service levels. Any failure in our systems, particularly for retail products and services and transaction banking, could significantly affect our operations and the quality of our customer service and could result in enhanced regulatory scrutiny and actions and business and financial losses that would adversely affect the prices of our equity shares and ADSs. Regulatory scrutiny in this area is increasing. See also “—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal.”

Risks relating to our insurance subsidiaries

Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of our shareholding or make further investments in these companies as required may adversely impact our business and the prices of our equity shares and ADSs.

At March 31, 2025, we owned 51.0% of the equity shares of our life insurance subsidiary, ICICI Prudential Life Insurance Company, and 51.6% of the equity shares of our general insurance subsidiary, ICICI Lombard General Insurance Company Limited.

Although our insurance businesses are profitable and we currently do not anticipate that they would require capital, additional capital may be required to support the business which may, among other reasons, arise due to regulatory requirements or increased opportunities for growth or changes in loss experience and actuarial assumptions. See also “—Risks relating to our insurance subsidiaries— Actuarial experience and other factors could differ from assumptions made in the calculation of life actuarial reserves and other actuarial information” and “—Risks relating to our insurance subsidiaries—Loss reserves for our general insurance subsidiary’s business are based on estimates as to future claims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely affect the operation of our general insurance subsidiary.” Our insurance subsidiaries may also explore mergers and acquisitions which may lead to possible issuance of equity shares. Issuance of additional equity shares for these or any other reasons would reduce our shareholding unless we invest additional capital in these businesses. Our ability to invest additional capital in these businesses is subject to the Reserve Bank of India’s and various other regulations on capital adequacy and guidelines on financial services provided by banks that prescribe limits for our aggregate investment in financial sector enterprises. All such investments require prior approval of the Reserve Bank of India and/or other regulators or government institutions, as applicable.

Any additional capital requirements of our insurance companies, restrictions on our ability to capitalize them and a requirement that we reduce or increase our shareholding could adversely impact their growth, our future capital adequacy, our financial performance and the prices of their equity shares and our equity shares and ADSs. See also “Business—Overview of Our Products and Services—Insurance” and “—Risks relating to our insurance subsidiaries—While our insurance businesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability.”

While our insurance businesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability.

Our life insurance and general insurance businesses are an important part of our business. See also “Business—Overview of Our Products and Services—Insurance”. These businesses have experienced volatility in growth rates in the past and there can be no assurance of their future rates of growth or profitability.

The Indian life insurance sector has experienced significant regulatory changes over the years. See also “Supervision and Regulation—Regulations Governing Insurance Companies”. The regulatory changes, apart from impacting the business strategy, have also resulted in reduced profit margins on life insurance products and, in future, may also result the same. Our life insurance subsidiary’s growth and profitability depend on various factors, including the mix of products in its portfolio, its relationship with various distribution partners, regulatory changes and market movements. ICICI Bank is a corporate agent of its insurance subsidiary and accounts for less than 15.0% of the business volumes of its life insurance subsidiary based on premium equivalent for fiscal 2025. The life insurance subsidiary’s business is well-diversified across its product mix and distribution mix. While the subsidiary has been making profits since fiscal 2010, there can be no assurance of the continued growth of the subsidiary’s business and profitability, including the business generated by the Bank.

We conduct our general insurance business through our general insurance subsidiary, ICICI Lombard General Insurance Company Limited. ICICI Lombard General Insurance Company Limited’s growth, profitability and return on equity depends on various factors, including but not limited to the proportion of certain profitable products in its portfolio, the maintenance on its relationship with key distribution partners/intermediaries and credit-worthy reinsurers, continuation of support by the Government of India of certain insurance schemes to the extent applicable, maintenance of continued reputation and goodwill with customers including well managed customer concentration risk, regulatory changes and their compliance/implications, climate change factors, changes to tax positions or judgements/tax orders, minimization of losses attributable to internal and external frauds and market movements. There can be no assurance of the future rates of growth, solvency and profitability in the insurance business and various global geopolitical environments and considerations may also influence the same, amongst other pertinent internal and external factors.

While this subsidiary has been making profits since fiscal 2013, there can be no assurance of the future profitability or rates of growth in the insurance business. See also “—Risks relating to our insurance subsidiaries—Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of our shareholding in these entities may adversely impact our business and the prices of our equity shares and ADSs.” and “Supervision and Regulation—Regulations Governing Insurance Companies.”

Further, the IRDAI has from time to time proposed changes to the regulations governing distribution of insurance products by corporate agents, including banks. Any future regulatory changes or restrictions may require our insurance subsidiaries to change its distribution strategies, which, amongst other factors, may result in increased costs and lower business volumes, as well as impacting ICICI Bank’s distribution of their products and the associated fee income. A slowdown in growth in the Indian economy, the impact from any future catastrophes and epidemics or pandemics, any adverse impact from regulatory changes in future or customer dissatisfaction with our insurance products including but not limited to lack of required innovation in products could adversely impact the future growth of these businesses. See also “—Risks that arise as a result of our presence in a highly regulated sector— The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal”. Any slowdown in these businesses could have an adverse impact on our business and the prices of our equity shares and ADSs.

Actuarial experience and other factors could differ from assumptions made in the calculation of life actuarial reserves and other actuarial information.

The assumptions our life insurance subsidiary makes in assessing its life insurance reserves and computing other actuarial information may differ from actual experiences. These assumptions include the assessment of the long-term development of interest rates, investment returns, the allocation of investments between equity, fixed income and other categories, persistency, mortality and morbidity rates, policyholder lapses, policy discontinuation and future expense levels. In addition, there is a risk that the model used to estimate life and health insurance reserves based on such assumptions could be incorrect.

Our life insurance subsidiary monitors its actual experience of these assumptions and if any deviation from assumption is expected to continue in the longer term, it refines its long-term assumptions. Changes in any such assumptions may lead to changes in the estimates of life and health insurance reserves and other actuarial information. Such changes may also impact the valuation of our life insurance subsidiary by existing or potential investors, and the valuation at which any future monetization of our shareholding in the life insurance subsidiary may take place, if at all.

While our life insurance subsidiary monitors its experience and assumptions, events such as the COVID-19 pandemic are not anticipated in setting life insurance reserves. Higher claims due to any such pandemic in the future could have an adverse impact on the earnings and net worth of the subsidiary.

Loss reserves for our general insurance subsidiary’s business are based on estimates as to future claims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely affect the operation of our general insurance subsidiary.

In accordance with the general insurance industry practice and accounting and regulatory requirements, our general insurance company establishes reserves for loss and loss adjustment expenses related to its general insurance business. Reserves are based on estimates of future payments that will be made in respect of claims, including expenses relating to such claims. The estimation of the loss reserves relies on several key actuarial steps and assumptions, for example, selection of the actuarial methods by line of business, groupings of similar product lines and determination of underlying actuarial assumptions like expected loss ratios, loss development factors, and loss cost trend factors. Such estimates are made on both a case-by-case basis of claims that have been reported but not settled, based on the facts and circumstances available at the time the reserves are established, as well as in respect of losses that have been incurred but not reported. These reserves represent the estimated ultimate cost necessary to bring all pending claims to final settlement.

Reserves are subject to change due to a number of variables which affect the ultimate cost of claims, such as changes in claims handling procedures, legal environment, social attitudes, results of litigation, costs of repairs, changing trends in medical costs, minimum wages and other factors including, but not limited to, changing trends in inflation and exchange rates. Our general insurance company’s reserves for environmental and other latent claims are particularly subject to such variables. The results of operations of our general insurance company depend significantly upon the extent to which its actual claims experience is consistent with the assumptions it uses in setting the prices for products and establishing the liabilities for obligations for technical provisions and claims. To the extent that its actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, it may be required to increase its reserves, which may materially adversely affect its results of operations.

Established loss reserves estimates are periodically adjusted in the ordinary course of settlement, using the most current information available to management, and any adjustments resulting from changes in reserve estimates are reflected in current results of operations. Our general insurance company also conducts reviews of all lines of business to consider the adequacy of reserve levels, on a regular defined basis. Based on current information available and on the basis of internal procedures, for example, multiple diagnostics, the management of our general insurance company considers that these reserves are reasonably adequate. The management also follows a philosophy of keeping margins for adverse deviations over and above the best estimates of the ultimate liability to protect against any unknown events which are not yet reflected in the past data. However, because the establishment of reserves for loss and loss adjustment expenses is an inherently uncertain process, there can be no assurance that ultimate losses will not materially exceed the established reserves for loss and loss adjustment expenses and have a material adverse effect on the results of operations of our general insurance company. Such adverse effect may also impact the valuation of our general insurance company by existing or potential investors, and the valuation at which any future monetization of our shareholding in the general insurance company may take place, if at all. See also “—Risks relating to our insurance subsidiaries—Additional capital requirements of our insurance entities or our inability to monetize a part of our shareholding in these entities may adversely impact our business and the prices of our equity shares and ADSs”.

The financial results of our insurance companies could be materially adversely affected by the occurrence of a catastrophe and/or various climate change events.

Portions of our general insurance business may cover losses from unpredictable events such as hurricanes, windstorms, epidemics, monsoons, earthquakes, fires, industrial explosions, floods, riots and other man-made or natural disasters, including acts of terrorism, and epidemics or pandemics and/or various climate change events. The incidence and severity of these catastrophes in any given period are inherently unpredictable. Although reserves are established after an assessment of potential losses relating to catastrophes covered, there is no assurance that such reserves would be sufficient to pay for all related claims of catastrophes and/or various climate change events.

In addition, our life insurance subsidiary’s business may incur losses due to increased mortality and morbidity claims of customers, affected by catastrophes and epidemics or pandemics. In addition, catastrophes could result in losses in the investment portfolios of our life insurance subsidiary due to, among other reasons, the failure of its counterparties to perform their obligations or significant volatility or disruption in the financial markets.

Our general insurance company’s operations are exposed to claims relating to catastrophes and epidemics or pandemics and/or climate change events. Continuing higher claims related to COVID-19 may adversely impact the profitability of our general insurance company.

Although our insurance subsidiaries monitor their overall exposure to catastrophes and epidemics and other unpredictable events in each geographic region and determine, allowing for calibration/re-calibration of their underwriting limits related to insurance coverage for losses from such events, the insurance subsidiaries generally seek to reduce their exposure through the purchase of reinsurance, selective and focused underwriting practices and by monitoring risk accumulation. Claims relating to catastrophes and epidemics or pandemics or climate change events in future may result in unusually high levels of losses and may require additional capital to maintain solvency margins and could have a material adverse effect on our financial position or credit rating or the results of our operations.

Risks Relating to ADSs and Equity Shares

ADS holders may be restricted in their ability to exercise voting rights and your ability to withdraw equity shares from the depositary facility is subject to delays and legal restrictions.

Unlike in the past, the depositary will not exercise the voting rights as instructed by our board of directors. We are currently seeking to amend the deposit agreement (as amended, the “Amended Deposit Agreement”) to allow our ADS holders to exercise their voting rights through the depositary. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time. The amendment to the deposit agreement is subject to the approval of the RBI. It is uncertain how long it would take for RBI to grant us the approval to effectuate the Amended Deposit Agreement. Upon effectiveness of the Amended Deposit Agreement after obtaining RBI's approval, we will file an amendment to Form F-6. Until RBI’s approval of such amendment and effectiveness of the Amended Deposit Agreement, our ADS holders continue to have no voting rights. The ceiling on voting rights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. See also “Major shareholders”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exercise your voting rights under the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process may be subject to delays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”.

Your holdings may be diluted by additional issuances of equity and any dilution may adversely affect the market prices of our equity shares and ADSs.

In 2020, we raised Rs. 150.00 billion (US$ 2.0 billion) of equity capital through a Qualified Institutions Placement. In March 2025, in accordance with the Scheme among ICICI Bank, ICICI Securities and their respective shareholders for delisting of equity shares of ICICI Securities, the Bank allotted 56 million equity shares of Rs. 2 each, including 52 thousand equity shares towards fractional entitlements, to the public shareholders of ICICI Securities as of the record date, in accordance with the approved equity swap ratio as provided in the Scheme. We may in the future conduct additional equity offerings to fund the growth of our business. In addition, up to 10.0% of our issued equity shares from time to time, may be granted in accordance with our Employees Stock Option Scheme and 101 million units can be granted under the Employees Stock Unit Scheme. We constantly evaluate different financing options and any future issuance of equity shares or ADSs or exercise of employee stock options that would dilute the positions of investors in equity shares and ADSs and could adversely affect the market prices of our equity shares and ADSs.

You may be unable to exercise pre-emptive rights available to other shareholders.

A company incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless these rights have been waived by at least 75.0% of the company’s shareholders present and voting at a shareholders’ general meeting. United States investors in ADSs may be unable to exercise these pre-emptive rights for equity shares underlying ADSs unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. Any decision to file a registration statement will depend on the costs and potential liabilities associated with any such registration as well as the perceived benefits of enabling investors in ADSs to exercise their preemptive rights and any other factors we consider appropriate at such time. To the extent that investors in ADSs are unable to exercise pre-emptive rights, their proportional ownership interests in us would be reduced.

Your ability to sell in India any equity shares withdrawn from the depositary facility, the conversion of rupee proceeds from such sale into a foreign currency and the repatriation of such foreign currency may be subject to delays if specific approval of the Reserve Bank of India is required.

ADS holders seeking to sell in India any equity shares withdrawn upon surrender of ADSs, convert the rupee proceeds from such sale into a foreign currency or repatriate such foreign currency may need the Reserve Bank of India’s approval for each such transaction. See also “Restriction on Foreign Ownership of Indian Securities”. We cannot guarantee that any such approval will be obtained in a timely manner or at terms favorable to the investor. Because of possible delays in obtaining the requisite approvals, investors in equity shares may be prevented from realizing gains during periods of price increases or limiting losses during periods of price declines.

Restrictions on reissuance and deposit of equity shares in the depositary facility could adversely affect the price of our ADSs.

Under current Indian regulations, an ADS holder who surrenders ADSs and withdraws equity shares may deposit those equity shares again in the depositary facility in exchange for ADSs. An investor who has purchased equity shares in the Indian market may also deposit those equity shares in the ADS program. However, the deposit of equity shares may be subject to securities law restrictions and the restriction that the cumulative aggregate number of equity shares that can be deposited as of any time cannot exceed the cumulative aggregate number represented by ADSs converted into underlying equity shares as of such time. Further, the number of equity shares that can be deposited in exchange of ADSs or the number of reissuances of the ADSs may be restricted subject to any amendment in the overall size of the ADS program. These restrictions increase the risk that the market price of our ADSs will be below that of the equity shares.

The depositary facility pursuant to which the ADSs are issued may be amended. Such amendment could include changes in the size of the ADS program. Any such amendment could adversely affect the market price and liquidity of our equity shares and ADSs or adversely affect the ability to trade the ADSs.

Certain shareholders own a large percentage of our equity shares and their actions could adversely affect the prices of our equity shares and ADSs.

Any substantial sale of our equity shares by any large shareholder could adversely affect the prices of our equity shares and ADSs. See also “Major Shareholders”. The Reserve Bank of India, in exercise of powers conferred by the Banking Regulation Act has notified a ceiling on voting rights in a banking company for a single shareholder of 26.0%. Deutsche Bank Trust Company Americas held 18.7% of our equity shares at June 30, 2025. Unlike in the past, the depositary will not exercise the voting rights as instructed by our board of directors. We are currently seeking to amend the deposit agreement to allow our ADS holders to exercise their voting rights through the depositary. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time. The amendment to the deposit agreement is subject to the approval of the RBI. It is uncertain how long it would take for RBI to grant us the approval to effectuate the Amended Deposit Agreement. Upon effectiveness of the Amended Deposit Agreement after obtaining RBI's approval, we will file an amendment to Form F-6. Until RBI’s approval of such amendment and effectiveness of the Amended Deposit Agreement, our ADS holders continue to have no voting rights. The ceiling on voting rights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. See also “Major shareholders”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exercise your voting rights under the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process may be subject to delays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”.

Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs.

The Indian securities markets are smaller and more volatile than securities markets in developed economies. In the past, the Indian stock exchanges have experienced high volatility and other problems that have affected the market price and liquidity of the listed securities, including temporary exchange closures, broker defaults, settlement delays and strikes by brokers. For example, following the outbreak of the COVID-19 pandemic in early 2020, the benchmark S&P BSE Sensex declined during the three months ended March 31, 2020 by 28.6%. Even before the volatility caused by the COVID-19 pandemic, volatility in the Indian stock markets have created temporary concerns regarding the price or liquidity of our equity shares and ADSs. In recent years, there have been changes in laws and regulations regulating the taxation of dividend income, which have impacted the Indian equity capital markets. See also “Dividends”. Similar problems or changes in the future could adversely affect the market price and liquidity of our equity shares and ADSs.

Settlement of trades of equity shares on Indian stock exchanges may be subject to delays.

The equity shares represented by ADSs are currently listed on the BSE Limited and the National Stock Exchange of India Limited. Settlement on those stock exchanges may be subject to delays and an investor in equity shares withdrawn from the depositary facility upon surrender of ADSs may not be able to settle trades on such stock exchanges in a timely manner.

See also “—Risks Relating to ADSs and Equity Shares—Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares and ADSs.”

Because the equity shares underlying ADSs are quoted in rupees in India, you may be subject to potential losses arising out of exchange rate risk on the Indian rupee.

Investors who purchase ADSs are required to pay for ADSs in U.S. dollars and are subject to currency fluctuation risk and convertibility risks since the equity shares underlying ADSs are quoted in rupees on the Indian stock exchanges on which they are listed. Dividends on the equity shares will also be paid in rupees and then converted into U.S. dollars for distribution to ADS investors. Investors who seek to convert the rupee proceeds of a sale of equity shares withdrawn upon surrender of ADSs into foreign currency and repatriate the foreign currency may need to obtain the approval of the Reserve Bank of India for each such transaction. See also “—Risks Relating to ADSs and Equity Shares—Your ability to sell in India any equity shares withdrawn from the depositary facility, the conversion of rupee proceeds from such sale into a foreign currency and the repatriation of such foreign currency may be subject to delays if specific approval of the Reserve Bank of India is required” and “Exchange Controls”.

You may be subject to Indian taxes arising out of capital gains.

In certain circumstances, capital gains arising on the sale of the underlying equity shares are subject to Indian capital gains tax. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning ADSs or underlying equity shares. See also “Taxation—Indian Tax”.

There may be different company information available in Indian securities markets than in securities markets in the United States and the continued listing of our securities in US markets is subject to various considerations.

There is a difference between India and the United States in the level of regulation and monitoring of the securities markets and the activities of investors, brokers and other market participants. The Securities and Exchange Board of India is responsible for improving disclosure and regulating insider trading and other matters for the Indian securities markets. There may, however, be different publicly available information about Indian companies than is regularly made available by public companies in the United States. The regulations applicable to us as a result of the listing of our ADS on the NYSE are subject to possible change and policy risks. For example, the SEC has recently issued a concept paper seeking comments on possible changes in rules relating to foreign private issuers, such as us. The continued listing of our securities in US markets is thus subject to various considerations such as applicable regulations, costs and business and financing strategies.

MAJOR SHAREHOLDERS

Shareholding Structure and Relationship with Government of India

The following table sets forth, at June 30, 2025, certain information regarding the ownership of our equity shares.

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The holding of government-controlled shareholders was 5.7% on June 30, 2025 against 6.4% at June 30, 2024, and 6.9% at June 30, 2023. The holding of Life Insurance Corporation of India was 5.2% on June 30, 2025 against 5.8% at June 30, 2024 and 6.1% at June 30, 2023.

We operate as an autonomous commercial enterprise and the Indian government has never directly held any of our shares. We are not aware of or a party to any shareholders’ agreement or voting trust relating to the ownership of the shares held by the government-controlled shareholders. We do not have any agreement with our government-controlled shareholders regarding management control, voting rights, anti-dilution or any other matter. Our Articles of Association include a provision for the government of India to appoint, pursuant to the provisions of guarantee agreements between the government of India and ICICI, a representative to our Board. At present, there is no representative of the government of India on our Board. On June 30, 2025, we do not have government guaranteed borrowings outstanding. See also “Management—Directors and Executive Officers” for a discussion of the composition of our Board of Directors.

The holding of other Indian investors was 37.1% at June 30, 2025 against 36.9% at June 30, 2024 and 37.4% at June 30, 2023. The total holding of Indian investors was 42.8% at June 30, 2025 against 43.4% at June 30, 2024 and 44.3% at June 30, 2023. The holding of foreign investors was 57.2% at June 30, 2025 against 56.6% at June 30, 2024 and 55.7% at June 30, 2023. The Reserve Bank of India, exercising its powers under the Banking Regulation Act has established a limit of 26.0% on the voting rights of a single shareholder in a banking company. Deutsche Bank Trust Company Americas holds the equity shares represented by about 669 million American Depositary Receipts outstanding as depositary on behalf of the holders of the American Depositary Shares (“ADS”). The ADS are listed on the New York Stock Exchange. The Depositary held 18.7% of our equity shares on June 30, 2025. Unlike in the past, the depositary will not exercise the voting rights as instructed by our board of directors. We are currently seeking to amend the deposit agreement to allow our ADS holders to exercise their voting rights through the depositary. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time. The amendment to the deposit agreement is subject to the approval of the RBI. It is uncertain how long it would take for RBI to grant us the approval to effectuate the Amended Deposit Agreement. Upon effectiveness of the Amended Deposit Agreement after obtaining RBI's approval, we will file an amendment to Form F-6. Until RBI’s approval of such amendment and effectiveness of the Amended Deposit Agreement, our ADS holders continue to have no voting rights. The ceiling on voting rights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. See also “Major shareholders”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exercise your voting rights under the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process may be subject to delays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”. Except as stated above, no shareholder has differential voting rights. See also “Supervision and Regulation—Ownership and Voting Restrictions”.

RELATED PARTY TRANSACTIONS

In fiscal 2025, we entered into transactions with related parties consisting of (i) associates/other related entities and (ii) key management personnel and their close family members.

Related Parties

Associates/Other Related Entities

For fiscal 2025, the following parties were identified as our associates/other related entities: Arteria Technologies Private Limited, India Advantage Fund-III, India Advantage Fund-IV, India Infradebt Limited, FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)1 (“FISERV”), NIIT Institute of Finance, Banking and Insurance Training Limited, Comm Trade Services Limited2, ICICI Foundation for Inclusive Growth, Cheryl Advisory Private Limited, Chamunda Diamonds3, Procedium Strategy LLP4 and FactoryOS Private Limited4.

Key Management Personnel and their Close Family Members

Our key management personnel include our executive directors. The following individuals were our key management personnel in fiscal 2025: Mr. Sandeep Bakhshi, Mr. Sandeep Batra, Mr. Rakesh Jha and Mr. Ajay Kumar Gupta. The close family members of the above key management personnel are also our related parties. Close family members in relation to the executive directors mean their spouses, children, children’s spouses, grand-children, grand-children’s spouses, siblings, sibling’s spouses, parents, maternal grandparents, paternal grandparents and members of a Hindu undivided family. We have applied the Indian GAAP standard and Reserve Bank of India Act, 1934 in determining the close family members of the executive directors.

Related Party Transactions

The following are the material transactions between us and our associates/other related entities or our key management personnel or their close family members.

For additional details, see also “Management—Compensation and Benefits to Directors and Officers—Loans” and note 2 - “Related Party Transactions” of Schedule 18 to the consolidated financial statements included herein.

Insurance Services

During fiscal 2025, we received insurance premiums from our associates/other related entities amounting to Rs. 20 million, from our key management personnel amounting to Rs. 0.4 million and from the close family members of our key management personnel amounting to Rs. 6 million. The premiums received covered life insurance, group term insurance and investment linked insurance plans. The material transactions during fiscal 2025 included Rs. 15 million premium received from ICICI Foundation for Inclusive Growth, Rs. 3 million premium received from India Infradebt Limited and Rs. 5 million premium received from Ms. Aparna Gupta, a close family member of Mr. Ajay Kumar Gupta.

During fiscal 2025, we paid claims including maturity, annuity and policy surrender value to our associates/other related entities amounting to Rs. 4 million and to our key management personnel amounting to Rs. 0.6 million. The material transactions during fiscal 2025 included Rs. 4 million paid to ICICI Foundation for Inclusive Growth and Rs. 0.5 million paid to Mr. Sandeep Bakhshi.

Income from services rendered

During fiscal 2025, we earned income amounting to Rs. 328 million for services rendered to our associates/other related entities, Rs. 2 million from our key management personnel and Rs. 0.1 million from the close family members of our key management personnel. The income primarily relates to marketing and promotion fees, sponsorship and banking service fees, arranger fees and bank charges. The material transactions during fiscal 2025 included Rs. 277 million of income from services rendered to FISERV and Rs. 50 million of income from services rendered to India Infradebt Limited.

Income from Shared Services

During fiscal 2025, we recovered cost towards sharing of premises, corporate infrastructure facilities and technology services from ICICI Foundation for Inclusive Growth amounting to Rs. 27 million.

Expenses for services received

During fiscal 2025, we paid brokerage fees and other expenses to our associates/other related entities amounting to Rs. 1.2 billion. These expenses primarily pertain to merchant management fees, subsidy and commission expenses. The material transactions during fiscal 2025 included Rs. 1.1 billion in expenses for services paid to FISERV and Rs. 143 million in expenses for services paid to Arteria Technologies Private Limited.

Investments in Securities Issued by Related Parties

During fiscal 2025, we invested Rs. 27.5 billion in securities issued by India Infradebt Limited.

Redemption/buyback of Investments

During fiscal 2025, we received Rs. 328 million from our associates/other related entities on account of redemption of venture fund units. The material transactions during fiscal 2025 included Rs. 185 million from India Advantage Fund- IV and Rs. 143 million from India Advantage Fund- III.

Interest Expenses

During fiscal 2025, we paid interest on bond borrowings and deposits accepted to our associates/other related entities amounting to Rs. 84 million, to our key management personnel amounting to Rs. 22 million and to the close family members of our key management personnel amounting to Rs. 10 million. The material transactions during fiscal 2025 included Rs. 29 million of interest paid to FISERV, Rs. 21 million of interest paid to Arteria Technologies Private Limited, Rs. 18 million of interest paid to ICICI Foundation for Inclusive Growth, Rs. 16 million of interest paid to NIIT Institute of Finance, Banking and Insurance Training Limited and Rs. 17 million of interest paid to Mr. Rakesh Jha.

Interest Earned

During fiscal 2025, we received Rs. 643 million in interest on investments in bonds and loans from our associates/other related entities and Rs. 2 million from our key management personnel. The material transactions during fiscal 2025 included Rs. 634 million of interest received from India Infradebt Limited.

Purchase of Fixed assets

During fiscal 2025, we purchased fixed assets from Arteria Technologies Private Limited amounting to Rs. 3 million.

Dividend Income

During fiscal 2025, we received dividend income from India Infradebt Limited amounting to Rs. 107 million.

CSR expenses

During fiscal 2025, we paid corporate social responsibility related expenses to ICICI Foundation for Inclusive Growth amounting to Rs. 9.1 billion.

Dividend Paid

During fiscal 2025, we paid Rs. 14 million in dividends to our key management personnel and Rs. 8 million in dividends to the close family members of our key management personnel. Dividends paid included: Rs. 4 million to Mr. Sandeep Bakshi, Rs. 4 million to Mr. Sandeep Batra, Rs. 1 million to Mr. Rakesh Jha, Rs. 6 million to Mr. Ajay Kumar Gupta and Rs.4 million to Mr. Shivam Bakhshi, a close family member of Mr. Sandeep Bakhshi.

Reimbursement of expenses paid

During fiscal 2025, we reimbursed official expenses of Rs. 2 million to our key management personnel. The material transactions during fiscal 2025 included Rs. 0.6 million to Mr. Rakesh Jha, Rs. 0.7 million to Mr. Sandeep Batra and Rs. 0.8 million to Mr. Ajay Kumar Gupta.

Value of ESOPs exercised

During fiscal 2025, our key management personnel exercised ESOPs amounting to Rs. 477 million. The value of ESOPs exercised during fiscal 2025 by Mr. Sandeep Bakhshi was Rs. 214 million, by Mr. Sandeep Batra was Rs. 121 million, by Mr. Rakesh Jha was Rs. 100 million, and by Mr. Ajay Kumar Gupta was Rs. 42 million.

Volume of fixed deposits accepted

During fiscal 2025, the volume of fixed deposits accepted from our associates/other related entities amounted to Rs. 16.9 billion, the volume of fixed deposits accepted from our key management personnel amounted to Rs. 310 million and the volume of fixed deposits accepted from the close family members of our key management personnel amounted to Rs. 90 million. The material transactions during fiscal 2025 were Rs. 16.3 billion of fixed deposits accepted from FISERV.

Forex/swaps/derivatives and forwards transactions entered (notional value)

During fiscal 2025, we entered into forex/swaps/derivatives and forwards transactions with our associates/other related entities amounting to Rs. 764 million. The material transactions during fiscal 2025 were Rs. 647 million with FISERV and Rs. 116 million with Arteria Technologies Private Limited.

Guarantees/letters of credit given by ICICI Group

During fiscal 2025, we gave guarantees to ICICI Foundation for Inclusive Growth amounting to Rs. 140 million.

Capital Infusion

During fiscal 2025, the group infused capital in Arteria Technologies Private Limited amounting to Rs. 6 million.

Related Party Balances

The following table sets forth, at the date indicated, our balance payable to/receivable from our associates/other related entities:

The following table sets forth, at the date indicated, the balance payable to/receivable from the key management personnel:

The following table sets forth, at the date indicated, the balance payable to/receivable from the close family members of key management personnel:

The following table sets forth, for the period indicated, the maximum balance payable to/receivable from the key management personnel:

The following table sets forth, for the period indicated, the maximum balance payable to/receivable from the close family members of key management personnel:

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BUSINESS

Overview

We are a diversified financial services group offering a wide range of banking and financial services to corporate and retail customers through a variety of delivery channels. Apart from banking products and services, we offer life and general insurance, asset management, securities broking, and private equity products and services through our specialized subsidiaries. Our consolidated total assets at year-end fiscal 2025 was Rs. 26,422.4 billion. Our consolidated capital and reserves and surplus including employees’ stock options outstanding at year-end fiscal 2025, was Rs. 3,139.1 billion and our consolidated net profit (after minority interest) for fiscal 2025 was Rs. 510.3 billion.

Our primary business consists of commercial banking operations for retail and corporate customers. Our commercial banking operations for retail customers consist of retail lending, deposit taking, and other fee-based products and services. We provide a range of commercial banking products and services, including loan products, fee and commission-based products and services, deposit products and foreign exchange and derivatives products to large corporations, middle market companies and small and medium enterprises. We also offer agricultural and rural banking products. We earn interest and fee income from our commercial banking operations. We deliver our products and services through a variety of channels, including bank branches, ATMs, call centers, internet and mobile phones. We had a network of 6,983 branches and 16,285 ATMs and cash recycler machines in India at year-end fiscal 2025.

The overseas offices of the Bank complement the India business centers by providing coverage and service to Non-Resident Indians (“NRI”) and India-linked businesses. These overseas offices focus on four key pillars, namely (a) the NRI ecosystem serving the Indian diaspora globally for their banking needs in India (including deposits and remittances); (b) the Multinational Corporates (“MNC”) and Global Capability Centres (“GCC”) ecosystem, assisting foreign MNCs with setting up offices in India for manufacturing/ services and the Indian MNCs present overseas for their banking requirements; (c) the Institutional ecosystem, capturing fund flows into India through the Foreign Portfolio Investment (“FPI”) and Foreign Direct Investment (“FDI”) route and (d) the Trade ecosystem, comprising primarily India-linked cross-border trade transactions. At year-end fiscal 2025, we had banking subsidiaries in the United Kingdom and Canada, branches in the United States (New York), Dubai International Finance Centre, Bahrain, Hong Kong, Singapore, China, Offshore Banking Unit located in the Santacruz Electronic Exports Promotion Zone, Mumbai and IFSC Banking Unit, Gandhinagar, Gujarat. At year-end fiscal 2025, we had representative offices in the United Arab Emirates (Dubai, Abu Dhabi and Sharjah), the United States (Texas and California), Nepal, Bangladesh, Sri Lanka, Malaysia and Indonesia. Our subsidiary in the United Kingdom has a branch in Germany. See also “Risk factors—Risks Relating to Our Business—The exposures of our international branches and banking subsidiaries could generally affect our business, financial condition and results of operations”.

Our treasury operations include the maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives products and services for corporate customers, such as forward contracts and interest rate and currency swaps.

We are also engaged in insurance, asset management, securities broking business and private equity fund management through specialized subsidiaries. Our subsidiaries, ICICI Prudential Life Insurance Company Limited, ICICI Lombard General Insurance Company Limited and ICICI Prudential Asset Management Company Limited, provide a wide range of life insurance, general insurance and asset management products respectively.

The Bank’s holding in ICICI Lombard General Insurance Company Limited was 48.0% at March 31, 2023. In May 2023, the Board of Directors of ICICI Bank Limited approved acquisition of up to 4.0% of ICICI Lombard General Insurance Company Limited's shareholding, to make it a subsidiary of the Bank, subject to regulatory approvals. During fiscal 2024, the Bank increased its shareholding in ICICI Lombard General Insurance Company to over 50.0%. Consequently, ICICI Lombard General Insurance Company Limited ceased to be an affiliate and became a subsidiary of the Bank, effective as of February 29, 2024.

Our subsidiary ICICI Securities is engaged in equities underwriting, securities broking and distribution of financial products. Our subsidiary ICICI Securities Primary Dealership Limited is engaged in underwriting and primary dealership of government securities. Our private equity fund management subsidiary, ICICI Venture, manages funds that make private equity investments. At March 31, 2024, the Bank held 74.7% of the equity shares of its broking subsidiary, ICICI Securities, with the remaining 25.3% of the equity shares held by public shareholders. In June 2023, the Boards of Directors of the Bank and ICICI Securities approved the Scheme for delisting of equity shares of ICICI Securities under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021, subject to receipt of requisite approvals. Following the receipt of required approvals, with effect from March 24, 2025, ICICI Securities Limited has become a wholly owned subsidiary of the Bank and its shares have been delisted from the stock exchanges. On March 26, 2025, the Bank allotted its equity shares to the public shareholders of ICICI Securities as on the Record Date, in accordance with the swap ratio of 67 to 100, as provided in the Scheme.

Our legal name is ICICI Bank Limited, but we are known commercially as ICICI Bank. We were incorporated on January 5, 1994 under the laws of India as a limited liability corporation. The duration of ICICI Bank is unlimited. Our principal corporate office is located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, India, our telephone number is +91 22 4008 6173 and our website address is www.icicibank.com. None of the contents of our and our subsidiaries’ websites are incorporated in this annual report. Our agent for service of process in the United States is Mr. Akshay Chaturvedi, Country Head, ICICI Bank Limited, New York Branch, 575 Fifth Avenue, 26th floor, Suite 2600, New York, New York 10017.

History

ICICI was formed in 1955 at the initiative of the World Bank, the Government of India and Indian industry representatives. The principal objective was to create a development financial institution for providing medium-term and long-term project financing to Indian businesses. Until the late 1980s, ICICI primarily focused its activities on project finance, providing long-term funds to a variety of industrial projects. With the liberalization of the financial sector in India in the 1990s, ICICI transformed its business from a development financial institution offering only project finance to a diversified financial services provider that, along with its subsidiaries and other group companies, offered a wide variety of products and services. ICICI Bank was incorporated in 1994 as a part of ICICI group. ICICI and ICICI Bank merged in 2002.

Strategy

In fiscal 2025, we maintained our strategic focus on profitable growth in business within the guardrails of risk and compliance. We grew our credit portfolio with a focus on granularity and saw healthy growth across our retail and business banking and wholesale portfolios. We continued to focus on holistically serving our clients and their ecosystems. We sought to maintain and enhance our liability franchise. We focused on maintaining a resilient balance sheet with sufficient liquidity, prudent provisioning and healthy capital adequacy. Our capital adequacy ratios on March 31, 2025 were significantly above regulatory requirements.

Going forward, we will continue with our strategic focus on growing the profit before tax excluding treasury (calculated as Profit before tax less Income from treasury-related activities, both reported separately in Operating Results Data). Our Risk Appetite and Enterprise Risk Management framework sets out our risk appetite, including a limit framework for various risk categories. The Bank continues to emphasize strengthening its operational resilience to facilitate the seamless delivery of services to customers.

We maintain our focus on growing our loan portfolio in a granular manner based on risk and reward, with focus on return of capital and containment of provisions within targeted levels. We have no specific targets for loan mix or segment-wise loan growth. We aim to continue to grow our deposit franchise, maintain a stable and healthy funding profile and our competitive advantage in cost of funds.

We see significant opportunities for profitable growth across various sectors of the Indian economy.

The Bank’s strategic approach is based on three pillars of principles, coverage and delivery framework as described below:

Principles

Building trust with all stakeholders is critical to the Bank’s strategic objectives. Integrity, transparency and fairness continue to be core in serving customers.

Return of Capital

The Bank is focused on the principle of ‘Return of Capital’ emphasizing the need to prioritize conservation of capital. The approach of onboarding quality counterparties has provided an impetus to maintaining resilient growth in business while protecting capital.

Fair to Customer, Fair to Bank

The principle of ‘Fair to Customer, Fair to Bank’ emphasizes the need to deliver fair value to customers while creating value for shareholders, which would guide the Bank’s operations. The Bank seeks to sell products and offer services which meet societal needs and are in the interest of its customers.

One Bank, One Team

The principle of 'One Bank, One Team' underscores the Bank's endeavor to harness business opportunities across ecosystems and micromarkets and maximize the Bank’s wallet share in the target opportunity.

Agile risk Management

The Bank recognises that the landscape is constantly evolving and with it, the nature of emerging risks. We believe that risk management must be dynamic, data-driven, and forward-looking. We seek to adopt an agile risk management approach that allows us to identify, assess and mitigate risks proactively.

Compliance with Conscience

The Bank conducts business within the boundaries of law and regulations. The Bank is committed to fostering a risk and compliance culture to ensure a balance of risk and rewards for delivering long-term sustainable outcomes.

The Risk and Compliance Culture Policy establishes the risk and compliance culture guiding principles and the framework for implementation of the same. The effective implementation of the policy includes a governance framework with roles and responsibilities of the Board, Managing Director & Chief Executive Officer and Executive Directors and the Risk and Compliance Culture Council.

Coverage

The Bank has adopted a customer-centric approach, with the prime objective of serving all their banking needs in a holistic manner. The Bank continues to focus on deepening its presence and harnessing business opportunities across ecosystems and micromarkets in a unified manner by leveraging business centers, digital channels and partnerships to drive growth.

360-degree customer centric approach

Customer-centricity is core to our strategy in growing our business and delivering customer satisfaction. The approach begins with developing a deep understanding of our customers’ needs, expectations and experiences. The approach is to take the entire Bank to the customer and offer solutions that are holistic in nature and build trust that translates into a long-term relationship with our customers. The Bank aims to become the trusted financial service provider of choice for our customers.

Focus on ecosystems

The Bank's objective is to serve all financial needs of customers and their ecosystems by capturing the entire value chain. In line with the objective of creating customer-oriented ecosystems, the Bank has sector-specific solutions. On international operations, the Bank has repositioned its international franchise to focus on four strategic pillars—namely, the non-resident Indian ecosystem; the multinational corporation and global capability centres ecosystem; the institutional ecosystem and the trade ecosystem.

Focus on micro markets

Micromarket insights allow the Bank to focus on aligned distribution and relevant delivery models. The Bank continues to deepen its presence and strengthen the organizational structure with ‘State Business Heads’ to capture the 360-degree opportunity in these geographies and ‘City Business Heads’ covering the full spectrum of the ecosystem in cities with large concentrated market opportunities.

Internal cross-functional collaboration and external partnerships

Leveraging synergies within the organization and building partnerships across the value chain is a key focus area. Cross-functional teams have been created to tap into various ecosystems, enabling 360-degree coverage of customers and increasing wallet share. Partnerships with technology companies and platforms with large customer bases and operational excellence offer unique opportunities for growth and enhancing service delivery and customer experience.

Delivery framework

The Bank continues to enhance delivery capabilities to provide high quality customer experiences. The Bank has emphasized continuously strengthening its operational resilience to facilitate the seamless delivery of services to customers.

Focus on quality

Offering quality banking services with simplicity and reliability is the key priority of the Bank. The Bank emphasizes known and assessable profiles, while maintaining stringency in counterparty selection. Thereby, the Bank continues its approach of quality onboarding by selecting the right counterparties, including partners and service providers.

Process decongestion

Process decongestion in the delivery framework is an ongoing effort with the objective of eliminating complexity, streamlining operations and building efficiencies to make customer onboarding and service delivery frictionless, thereby improving the customer experience.

Bank to BankTech

Technology is integral to the Bank’s business strategy. As a part of its Bank-to-Bank Tech transformation journey, the Bank has revamped its enterprise architecture to strengthen data and digital platforms, developed cloud-based applications and adopted other emerging technologies. The Bank’s efforts continue to be guided by the three pillars of scalability, resilience and security across technology solutions and to enhance cyber security measures. The Bank has adopted AI driven use cases across various functions to enhance operational efficiency, enable decision-making and decongest banking experience for customers. The Bank has invested in tools and created a framework to enable employees with the power of generative AI for enhanced efficiency, accuracy and experience. While the Bank is working on realizing the value of AI, the use cases are selected in a measured manner to mitigate the associated risks. The Bank continues to invest in this area to drive business solutions and harness opportunities.

The Bank continues to emphasize serving customers with simplicity, transparency and offering suitable banking solution for long-term sustainability in achieving its vision “to become the trusted financial service provider of choice for our customers, thereby creating sustainable value for our stakeholders.

Overview of Our Products and Services

Commercial Banking for Retail Customers

Our commercial banking operations for retail customers consist of retail lending and deposits, and fee-based products and services like credit, debit and prepaid cards and depositary share accounts.

Retail Lending Activities

Our retail lending activities include home loans, automobile loans, commercial business loans, personal loans, credit cards, consumer durable goods financing, loans against time deposits and loans against securities.

Our suite of products and services for retail customers includes savings, investment, credit and protection products, along with payment and transaction banking services. Our retail portfolio consists largely of secured lending, with growth based on proprietary data and analytics in addition to credit bureau checks. Our deposit franchise enables us to offer competitive pricing. We also leverage our existing customer database for sale of key retail asset products through cross-sell and up-sell. Our underwriting process involves a combination of key variables to assess the cash flow and repayment ability of the customer like income, leverage, customer profile, quality markers, credit bureau data and demographics. We utilize multiple data points including liability and asset relationships, transaction behavior and bureau behavior along with proprietary machine learning and statistical models for making credit decisions.

The following table sets forth, at the dates indicated, the breakdown of ICICI Group’s gross retail finance portfolio.

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Home Loans

Our home loan portfolio includes loans for purchase and construction of homes and by mortgaging residential or commercial properties. We also offer instant top-up on home loans to existing home loan customers. Our policies for home loans are based on certain stipulated ratios such as the loan-to-value ratio and the ratio of fixed debt obligations to a borrower’s income. The initial repayment term of home loans is 15 to 20 years with payments in the form of equal monthly installments. The credit process includes a cashflow assessment of the borrower as well as evaluating the property being mortgaged against the legal and technical standards defined at the Bank.

We follow a comprehensive credit appraisal process when offering a loan-against-property. The average loan-to-value ratios of the loan-against-property portfolio are lower compared to our home loan portfolio. Lending is based on cash flows of borrowers and not just the value of the collateral. We also provide loans to customers belonging to economically weaker sections and customers buying homes in the low-cost affordable housing segment. See also “Technology” and “Risk Factors—Risks relating to our business—Our banking and trading activities are particularly vulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

Our home loans primarily have floating interest rates linked to the repo rate of the Reserve Bank of India. Home loans are repaid in equated monthly installments over the tenor of the loan. An increase in the repo rate will increase the interest rate on home loans and a decrease in the repo rate will decrease the interest rate on home loans. When interest rates on home loans increase, the tenor of the loan is extended and in instances where this is not possible, the equated monthly installments of the loan are increased. Borrowers are given options to increase their installments instead of tenor. When interest rates on home loans decrease, the tenor of the loan is reduced leaving the equated monthly installments unchanged, unless borrowers opt to reduce the installment amount. See also “Risk factors—Our banking and trading activities are particularly vulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance”.

We offer home loan products primarily in India through ICICI Bank and our wholly owned subsidiary, ICICI Home Finance Company Limited. The loan portfolio of our housing finance subsidiary includes home loans, loans-against-property and loans to developers among others. The loan portfolio of ICICI Home Finance Company Limited increased by 25.0% from Rs. 221.3 billion at March 31, 2024 to Rs. 275.9 billion at March 31, 2025. ICICI Home Finance Company Limited raises funds through term loans from banks, bonds and debentures, commercial papers, fixed deposits and refinance from National Housing Bank. During the year ended March 31, 2025, the Bank infused capital of Rs. 5.0 billion. At March 31, 2025, ICICI Home Finance Company Limited had a branch network of 239 branches.

Our banking subsidiary in Canada offers residential mortgages in the local market. ICICI Bank Canada held total residential mortgages amounting to CAD 2,739 million (Rs. 163.4 billion) at year-end fiscal 2025 as compared to CAD 3,607 million (Rs. 221.2 billion) at year-end fiscal 2024. This includes mortgages of CAD 1,686 million (Rs. 100.6 billion) at year-end fiscal 2025 as compared to CAD 2,184 million (Rs. 133.8 billion) at year-end fiscal 2024 securitized under the Canadian National Housing Act —Mortgage Backed Securities program or through participation in the Canada Mortgage Bonds program. Further, the total residential mortgages also include conventional mortgages of CAD 1,011 million (Rs. 60.3 billion) at year-end fiscal 2025 as compared to CAD 1,383 million (Rs. 85.0 billion) at year-end fiscal 2024 and insured mortgages of CAD 41 million (Rs. 2.5 billion) at year-end fiscal 2025 as compared to CAD 40 million (Rs. 2.4 billion) at year-end fiscal 2024.

Automobile loans

We finance the purchase of new and used automobiles. Automobile loans are fixed rate products repayable in equated monthly installments. The interest rate is based on factors such as bureau score, customer relationship, car segment and tenure of loan, among others, for new automobiles and asset age car segment coupled with product variant like top-up or refinance, for used automobiles.

Commercial business loans

We finance the purchase of commercial vehicles and equipment. Commercial business loans are fixed rate products repayable in equated monthly installments. Our commercial business customers include individuals to large fleet operators, contractors as well as hirers.

Personal loans and credit cards

We also offer unsecured products such as personal loans and credit cards to our customers. Personal loans and credit card receivables have fixed interest rates. We also offer a range of instant personal loans and credit cards that are accessible through our digital channels.

Retail Deposits

Our retail deposit products include time deposits and savings account deposits. We offer these products and 360-degree solutions across life stages—minor, student, professionals, senior citizen—and to specific customer segments such as high net worth individuals, defense personnel, trusts, start-ups and business owners. We offer seamless account opening and activation through enhanced system-driven validations to our customers. We also offer corporate salary account and current account (i.e., checking accounts for businesses) to our large, medium and small enterprise customers.

Fee-Based Products and Services

Through our distribution network, we offer various products including Government of India savings bonds, sovereign gold bonds, insurance policies, mutual funds, bullion and public offerings of equity shares and debt securities by Indian companies. We offer several card-based products such as credit cards, debit cards, prepaid cards, travel cards and commercial cards. We also offer foreign exchange products to retail customers including sale of currency notes and travel cards. We also facilitate retail inward remittances from foreign geographies.

As a depositary participant of the National Securities Depository Limited and Central Depository Services (India) Limited, we offer depositary services by opening “demat” accounts to settle securities transactions in a dematerialized mode. Further, we are one of the banks designated by the Reserve Bank of India for issuing approvals to non-resident Indians and overseas corporate bodies to trade in shares and convertible debentures on the Indian stock exchanges and operating their banking and custody accounts.

Retail lending for rural customers

The Bank’s rural banking operations aim to meet the financial requirements of customers in rural and semi-urban locations. Our products in this segment include working capital loans for growing crops, financing of post-harvest activities, loans against gold jewellery, financing against warehouse receipts and farm equipment loans. We also provide consumption loans for low-income customers. We offer financial solutions to micro-finance institutions, self-help groups, co-operatives constituted by farmers, corporations and medium enterprises engaged in agriculture-linked businesses. The Bank’s rural banking portfolio grew by 5.5% from Rs. 771.7 billion at year-end fiscal 2024 compared to Rs. 814.4 billion at year-end fiscal 2025.

The following table sets forth, at the dates indicated, the breakdown of the Bank’s gross rural finance portfolio.

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Our rural banking operations primarily focus on four main ecosystems identified in the rural market, which include farmers, dealers, self-employed individuals and micro-entrepreneurs.

The farmer ecosystem includes participants such as farmers, seed producers, agri-input dealers, warehouse operators, agri-equipment dealers, commodity traders and agri processors. Products offered include working capital loans through the kisan credit card and gold loan products, and term loans for farm equipment, dairy livestock purchase and farm development. See also “Selected Statistical Information—Loan Concentration—Directed Lending”.

The dealer ecosystem comprises distributors and suppliers of farm equipment and agri-related inputs. The self-employed ecosystem includes rural entrepreneurs engaged in trade and manufacturing across both agri and non-agri sectors. The micro-entrepreneur ecosystem focuses on women from low-income backgrounds, non-government organizations and other institutions working at the grassroots level in the rural economy.

We have scaled-up funding of electronic negotiable warehousing receipts, which provides an opportunity for farmers to access credit quickly and with ease. Farmers can use electronic negotiable warehousing receipts to get loans against underlying commodities. This protects the farmers from volatility and gives opportunities to avail better prices for their produce. Apart from meeting the financial requirements for business purposes, we also offer products to meet the personal requirements of customers in the rural ecosystem.

Our reach in rural areas comprises a network of branches, ATMs and field staff, and business correspondents providing last-mile access in remote areas. As at year-end fiscal 2025, we had a network of 6,983 branches, of which 49.9% were in rural and semi-urban areas. As at March 31, 2025, we had 4,730 ATMs and cash recycler machines in rural and semi-urban areas. See also, “Risk Factors—Risks Relating to Our Business—Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks that may adversely affect our business”.

See also “Risk Factors—Risks that arise as a result of our presence in a highly regulated sector—We are subject to the directed lending requirements of the Reserve Bank of India, which may also involve buying related certificates at a premium to meet the annual targets, and any shortfall in meeting these requirements may be required to be invested in Government of India schemes that yield low returns, thereby impacting our profitability. We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the prices of our equity shares and ADSs.”

Commercial Banking for Business Banking

Our business banking customers include proprietorship firms, partnership firms and public/private limited companies. We offer a wide spectrum of banking products and solutions to address their evolving business needs. This involves customized offerings, faster turnaround time, transaction convenience, timely access to capital and cross-border trade and foreign exchange. Our focus in this segment is on using digital channels and ensuring granularity, obtaining adequate collateral and enhanced monitoring. The loans are generally secured by collateral in the form of property apart from a charge on current assets. Our business banking portfolio consists of clients with a turnover of up to Rs 7.5 billion. We focus on providing parameterized and programme-based lending for business banking clients, which is granular, adequately-collateralized and regularly monitored. The net business banking portfolio of the Bank grew by 33.7% from Rs. 1,970.4 billion at year-end fiscal 2024 compared to Rs. 2,633.7 billion at year-end fiscal 2025.

We are focused on growing this portfolio by leveraging our distribution network and through various digital channels and platforms, tapping corporate ecosystems and ongoing efforts towards process decongestion. In the current fiscal year, “DigiEase” is a new digital onboarding platform for business banking customers to provide a seamless onboarding experience. The platform leverages integration with various public data infrastructures for procuring and processing data digitally.

Commercial Banking for Corporate Customers

Our product suite for corporate customers caters to all their needs including working capital and term loan products, transaction banking services, fee and commission-based products and services, deposits and foreign exchange and derivatives products across trade, treasury, bonds, commercial papers, channel financing, supply chain solutions, and various other activities. We cater to the entire ecosystem of the corporate customer, also focusing on deepening the Bank’s relationship with employees and sponsors through a suite of retail products like salary, private and wealth banking, home loans, personal loans, vehicle loans, etc. Our corporate customer base includes top business houses, large private companies and public sector companies, financial institutions, banks, non-bank finance companies, private equity funds, real estate companies and capital market and custody participants. We have established relationships with multinational companies operating in India, and financial sponsors, including private equity funds and their investee companies. We offer transaction banking services to corporates to meet the day-to-day needs for smooth functioning of their businesses. The transaction banking services offered include account related services, payment and collection services, domestic and cross border trade finance, working capital finance and supply chain finance. We offer integrated cash management and trade finance solutions to our customers. Our transaction banking solutions are delivered to our customers through physical and digital channels and a team of account managers. We also provide transaction banking services to our customers through expanded branch capabilities at various locations, many of which are in the factory/township premises of certain large conglomerates in the country.

Corporate Loan Portfolio

Our corporate loan portfolio consists of term loan products and working capital financing in the form of cash credit facilities, overdraft, demand loans and non-fund based facilities including bill discounting, letters of credit and guarantees. The Bank’s net domestic corporate portfolio grew by 9.4% from Rs. 2,151.4 billion at year-end fiscal 2024 compared to Rs. 2,353.6 billion at year-end fiscal 2025. For further details on our loan portfolio, see “Selected Statistical Information—Loan Concentration”. For a description of our credit rating and approval system, see “—Risk Management—Credit Risk”.

We also provide financing by way of investment in marketable instruments such as fixed rate and floating rate debentures. We generally have a security interest on the fixed assets of the borrower although some of our financing is also extended on an unsecured basis.

Fee and Commission-Based Activities

We generate fee income through our lending, transaction banking, syndication and foreign exchange related solutions provided to our corporate customers. We also offer our corporate customers a wide variety of fee and commission-based products and services including documentary credits, standby letters of credit (called guarantees in India), collection and payment of export/import bills and cash management services, including collection, payment and remittance services.

Further, we are one of the banks designated by the Reserve Bank of India for issuing approvals to non-resident Indians and overseas corporate bodies to trade in shares and convertible debentures on the Indian stock exchanges and operating their banking and custody accounts. We also offer services such as escrow, trust and retention account facilities, online payment facilities, custodial services and tax filing and collection services on behalf of the Government of India and the governments of Indian states.

At year-end fiscal 2025, total assets held in custody on behalf of our clients (mainly foreign institutional investors, offshore funds, overseas corporate bodies and depositary banks for Global Depositary Receipts (“GDR”) investors were Rs. 33,342.0 billion. As a registered depositary participant of National Securities Depository Limited and Central Depository Services (India) Limited, the two securities depositaries operating in India, we also provide electronic depositary facilities to investors.

Corporate Deposits

We offer a variety of deposit products to our corporate customers including current accounts, time deposits and certificates of deposits. For more information on the type, cost and maturity profile of our deposits, see “Selected Statistical Information—Funding”.

Foreign Exchange, Fixed Income, Bullion and Derivatives

We provide customer-specific products and services, which cater to the fund raising, foreign exchange conversion and risk hedging needs of a varied set of customers at domestic and international locations, arising out of their foreign exchange and interest rate exposures.

The products and services include:

Foreign Exchange Products

Products include cash, tom and spot transactions for foreign exchange conversion in more than 26 currencies. We offer customized foreign exchange solutions through online and offline dealing channels to clients, on the basis of their business needs. These products are offered in India and across our international locations.

Fixed Income Products

Products include Commercial Papers (“CPs”) and Non-Convertible Debentures (“NCDs”) for market-based fund raising requirements of clients. We offer end-to-end service from origination to distribution, matching issuer and investor needs through suitable structuring of issuances.

Bullion Products

Products include Gold Metal Loan (“GML”) and Consignment of Gold and Silver for the gold/silver procurement requirements of clients. We offer market-leading service through a digital journey from order placement to order fulfilment.

Products include forwards, options and swaps across permitted asset classes to meet the risk hedging needs of clients. We offer customized derivative solutions to match the specific risk profile of clients and their risk exposures.

Commercial Banking for Government and Institutions

We provide a range of banking services including customized products and services for enhancing e-governance and financial management to government departments and bodies across various levels such as central, state, district and local bodies which include municipalities and gram panchayats. We are nominated agents by the government for collection of central taxes, state taxes, goods and services tax payments and custom duty through authorized branches and digital channels. Our integrated banking platforms provide simple online tax payment options to customers. Statutory payments like Employees’ Provident Fund Organization and Employees’ State Insurance Corporation dues can be done online through our platforms. These efforts also result in deposit balances for the Bank.

We have on-boarded a number of central and state government departments to ensure quick disbursement of funds and benefits to beneficiaries and implementing agencies through the Public Financial Management System of the Government of India. We are also assisting state level nodal agencies and last-mile implementing agencies for adopting efficient release of Government of India scheme funds.

We also provide financial services to other institutions, including educational institutions, hospitals and cooperative societies, among others and offer a range of technology driven collections and payment solutions.

Commercial Banking for International Customers

The overseas offices of the Bank complement the India business centers by providing coverage and service to NRI and India-linked businesses. These overseas offices focus on four key pillars, namely (a) the NRI ecosystem, serving the Indian diaspora globally for their banking needs in India (including deposits and remittances); (b) the MNC and GCC ecosystem, assisting foreign MNCs with setting up offices in India for manufacturing/ services and the Indian MNCs present overseas for their banking requirements; (c) the Institutional ecosystem, capturing fund flows into India through the FPI and FDI route and (d) the Trade ecosystem, comprising primarily India-linked cross-border trade transactions. Further, our overseas banking subsidiaries continue to serve local markets selectively with a focus on risk mitigation and granularity of business.

Many of the products that we offer through our overseas branches and subsidiaries, as well as to international customers from our domestic network, such as debt financing, trade finance and letters of credit, are similar to the products offered to our customers in India.

Total assets (net of inter-office balances) of ICICI Bank’s overseas branches at year-end fiscal 2025 were Rs. 896.3 billion and total advances were Rs. 307.9 billion compared to total assets of Rs. 679.8 billion and total advances were Rs. 334.5 billion at year-end fiscal 2024. The year-on-year decrease in our overseas branches loan portfolio was primarily due to decline in the India-linked trade finance portfolio. Our overseas branches are funded by bond issuances, bilateral loans from banks, loans from export credit agencies, money market borrowings, deposits and refinance from banks. The overseas loan portfolio of ICICI Bank was 2.3% of the overall loan portfolio at year-end fiscal 2025. The corporate fund and non-fund outstanding, net of cash/bank/insurance backed lending, was US$ 3.0 billion at March 31, 2025. Out of US$ 3.0 billion, 91.0% of the outstanding was to Indian corporates and their subsidiaries and joint ventures and 7.1% of the outstanding was to non-India companies with Indian or India-linked operations and activities and this portfolio is generally well-rated and the Indian operations of these companies are our target customers for deposit and transaction banking franchise. The Bank will continue to pursue risk calibrated opportunities in this segment. Out of US$ 3.0 billion, 1.0% of the outstanding was to companies owned by non-resident Indians/person of Indian origins and 0.9% of the outstanding was to other non-India companies which is less than 0.1% of the total portfolio of the Bank.

The non-India linked corporate portfolio reduced by 3.5% from about US$ 275 million year-on-year to US$ 265 million at March 31, 2025. See also, “Risk Factors—Risks Relating to Our Business—Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected”.

Our subsidiaries in the United Kingdom and Canada are full service banks offering retail, business banking, corporate banking and treasury services. These subsidiaries provide services to their customers through branch banking and digital channels, including internet and mobile banking. Our subsidiary in the United Kingdom is primarily focused on India-linked business, and towards meeting the banking needs of the Indian community in the United Kingdom and Germany. The core services include meeting local banking requirements, remittance services to India, and facilitating banking requirements in India. Our subsidiary in Canada originates residential mortgages, primarily insured and qualifying for insurance by either the Canadian federal government agency or insurance companies backstopped by the Canadian federal government and offers loans to both Canadian and U.S. corporations as well as Indian corporations seeking to develop their business overseas.

At year-end fiscal 2025, ICICI Bank UK PLC (“ICICI Bank UK”) had seven branches and three service centers in the United Kingdom and a branch in Germany. At year-end fiscal 2025, the total assets of ICICI Bank UK were US$ 2.4 billion. ICICI Bank UK made a net profit of US$ 27 million during fiscal 2025, compared to US$ 29 million during fiscal 2024. At year-end fiscal 2025, loans and advances of ICICI Bank UK were US$ 1.2 billion and investments were US$ 0.7 billion.

At year-end fiscal 2025, ICICI Bank Canada had twelve branches and total assets of CAD 5.2 billion. ICICI Bank Canada earned a net profit of CAD 72 million in fiscal 2025 as compared to a net profit of CAD 73 million in fiscal 2024. At year-end fiscal 2025, net advances (net loans) of ICICI Bank Canada were CAD 4.5 billion and investments were CAD 0.5 billion.

See also “Risk Factors—Risks Relating to India and Other Economic and Market Risks—Financial instability in other countries, particularly countries where we have established operations, could adversely affect our business” and “Risk Factors—Risks Relating to Our Business—The exposures of our international branches and banking subsidiaries could generally affect our business, financial condition and results of operations.”

Branch and ATM Network and Call Centers

We deliver our products and services through a variety of channels, ranging from traditional bank branches to ATMs, cash recycler machines and call centers. In addition, our digital channels and platforms have become increasingly important to our customers. See “Technology”. At year-end fiscal 2025, we had a network of 6,983 branches across several Indian states. The branch network serves as an integrated channel for deposit mobilization and selected retail asset origination. Our focus is to digitize a maximum number of processes and other touch points for customer experience in order to enhance customer engagement time for solutions. Digital services kiosks are deployed in branches with higher number of customer visits. This allows customers to use banking services like cheque deposit, get quick account credit, update passbook, transfer funds instantly to ICICI and other bank customers and various other “Do-it-yourself” digital services, which help reduce customer wait time.

The following table sets forth the breakdown of the number of branches by area for the periods indicated.

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At March 31, 2025, we had 16,285 ATMs and cash recycler machines across India. Our ATMs have additional value added services such as instant fund transfer, cardless cash withdrawal.

Our phone banking is operational around the clock across multiple locations. Phone banking is equipped with interactive voice response systems, voice/email bot solution, voice biometric authentications, automatic call distribution, telephony integration and voice recorders. We seek to use the phone banking technology to provide an integrated view of customer information to the agents to get a complete overview of the customer’s relationship with us. We have implemented a customer relationship management solution for the automation of customer service requests in all key banking products. The solution helps in tracking and timely resolution of various customer queries and issues. The solution has been deployed at the phone banking as well as at a large number of branches.

Investment Banking

Our investment banking operations principally consist of ICICI Bank’s treasury operations and the operations of ICICI Securities Primary Dealership Limited and of ICICI Securities.

Treasury

Through our treasury operations, we seek to manage our balance sheet, including the maintenance of required regulatory reserves, and to optimize profits from our trading portfolio by taking advantage of market opportunities. Our domestic trading and securities portfolio includes our regulatory reserve portfolio, as there is no restriction on active management of our regulatory reserve portfolio. Our treasury operations include a range of products and services for corporate and small enterprise customers, such as forward contracts and interest rate and currency swaps, and foreign exchange products and services. See also “—Commercial Banking for Corporate Customers—Foreign Exchange, Fixed Income, Bullion and Derivatives”.

Our treasury undertakes liquidity management by seeking to maintain an optimum level of liquidity, complying with the cash reserve ratio requirement and seeking to maintain the smooth functioning of all our branches. We maintain a balance between interest-earning liquid assets and cash to optimize earnings and undertake reserve management by maintaining statutory reserves, including the cash reserve ratio and the statutory liquidity ratio. At year-end fiscal 2025, ICICI Bank was required to maintain the statutory liquidity ratio requirement percentage at 18.0% of its domestic net demand and time liabilities by way of approved securities such as Government of India securities and state government securities. We maintain the statutory liquidity ratio through a portfolio of government of India securities that we actively manage to optimize the yield and benefit from price movements. Further, as a prudent liquidity management strategy, we generally maintain excess investments in securities eligible for classification under the statutory liquidity ratio requirement.

We maintain the liquidity coverage ratio and net stable funding ratio, as required under Basel III, both on a standalone basis and at the group level. The minimum requirement for each ratio is 100.0%. The liquidity coverage ratio requirement is met by investment in high quality liquid assets, which are primarily in the form of government securities and better-rated corporate bonds. Our average liquidity coverage ratio for the three months ended March 31, 2025 was 126.1% on a standalone basis and was 125.1% on a consolidated basis. Both of these ratios were higher than the regulatory requirement. See also “Supervision and Regulation—Legal Reserve Requirements”.

ICICI Bank engages in investments and foreign exchange operations from Mumbai and overseas branches. As a part of our treasury activities, we also maintain proprietary trading portfolios in domestic debt and equity securities and in foreign currency assets. Our treasury manages our foreign currency exposures and the foreign exchange and risk hedging derivative products offered to our customers and engages in market making and proprietary trading in currency and interest rate market. Our investment and market risk policies are approved by the Board of Directors.

In general, we pursue a strategy of active management of our equity portfolio to maximize our return on investment. To reinforce compliance with the Securities and Exchange Board of India’s insider trading regulations, all dealings in our equity and debt investments in listed companies are undertaken by our treasury’s equity and corporate bonds dealing desks, which are segregated from both the other groups and desks in the treasury and from our other business groups, and which do not have access to unpublished price sensitive information about these companies that may be available to us as a lender.

We deal in several major foreign currencies and take deposits from non-resident Indians in major foreign currencies. We also manage onshore accounts in foreign currencies. The foreign exchange treasury manages our portfolio through money market and foreign exchange instruments to optimize yield and liquidity.

We provide a variety of risk management solutions to our clients, including foreign currency forward contracts, currency and interest rate swaps and options. We monitor and control the market risk and credit risk on our foreign exchange portfolio through counterparty limits, position limits, stop-loss limits and limits on the loss of the entire foreign exchange trading operations and exception reporting. See also “—Risk Management—Market Risk—Exchange Rate Risk”.

Securities broking and investment banking

ICICI Securities is a financial services company operating across capital market segments including retail and institutional equity, financial product distribution, private wealth management and investment banking. ICICI Securities has an online securities broking platform. ICICI Securities assists its customers like retail investors, corporates, financial institutions and high net worth individuals in meeting their financial goals by providing them with research, advisory and execution services. ICICI Securities has a subsidiary in the United States, ICICI Securities Holdings Inc., which in turn has a subsidiary in the United States, ICICI Securities Inc., which is registered as a broker-dealer with the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority in the United States. ICICI Securities Inc. also has a branch office in Singapore that is registered with the Monetary Authority of Singapore, where it holds a capital markets services license for dealing in capital market products in Singapore. The consolidated profit after tax of ICICI Securities was Rs. 17.5 billion in fiscal 2025 as compared to Rs. 17.3 billion in fiscal 2024.

At March 31, 2023, the Bank held 74.7% of the equity shares of its broking subsidiary, ICICI Securities, with the remaining 25.3% of the equity shares held by public shareholders. In June 2023, the Boards of Directors of the Bank and ICICI Securities approved the Scheme for the delisting of equity shares of ICICI Securities under Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021, subject to receipt of requisite approvals. Following the receipt of required approvals, with effect from March 24, 2025, has become a wholly owned subsidiary of the Bank and has been delisted from the stock exchanges. On March 26, 2025, the Bank allotted its equity shares to the public shareholders of ICICI Securities as of the record date, in accordance with a swap ratio of 67 to 100, as provided in the Scheme. In March 2025, in accordance with the Scheme, the Bank allotted 56 million equity shares of Rs. 2 each, including 52 thousand equity shares towards fractional entitlements, to the public shareholders of ICICI Securities as of the Record Date, in accordance with the approved equity swap ratio.

I-Process Services

I-Process Services (India) Limited (formerly known as I-Process Services (India) Private Limited) (“iProcess”) has a service provider agreement only with the Bank to provide manpower-based support services across sales, marketing, data entry, operations and collection functions. At March 31, 2023, the Bank held 19.0% of the shareholding in iProcess. During fiscal 2024, the Bank purchased the remaining equity shares of iProcess and, consequently, iProcess became a wholly-owned subsidiary of the Bank effective March 22, 2024. iProcess earned a net profit of Rs. 0.27 billion during fiscal 2025 compared to a net profit of Rs. 0.15 billion during fiscal 2024.

Primary dealership

Our subsidiary ICICI Securities Primary Dealership Limited is engaged in the primary dealership of Indian government securities. It also deals in other fixed income securities and interest rate derivatives. In addition to this, it also undertakes money market operations, underwriting and placement of debt. ICICI Securities Primary Dealership Limited earned a net profit of Rs. 5.4 billion in fiscal 2025 compared to a net profit of Rs. 4.1 billion in fiscal 2024. The revenues of the business are directly linked to conditions in the fixed income market.

Private Equity

Our subsidiary ICICI Venture is a diversified specialist alternative asset manager with a presence across private equity, venture capital, real estate, infrastructure and special situations. ICICI Venture ended fiscal 2025 with profit after tax of Rs.150.6 million.

On May 08, 2025, the Board of Directors of ICICI Venture and the Board of Directors of ICICI Prudential Asset Management Company, in their respective meetings, approved, in principle, a proposal to transfer the private equity, venture capital and real estate fund management business of ICICI Venture to ICICI Prudential Asset Management Company. ICICI Venture would continue to undertake certain advisory activities as well as manage certain residual funds. The proposed transaction would enable the offering of an integrated full range of investment asset classes, including private equity, by ICICI Prudential Asset Management Company. The transaction would be subject to the receipt of requisite regulatory and other approvals, completion of other procedures and entering into the necessary agreements.

Asset Management

We provide asset management services through our subsidiary, ICICI Prudential Asset Management Company. ICICI Prudential Asset Management Company is a joint venture with Prudential PLC of the United Kingdom. We have 51.0% interest in the entity and Prudential PLC owns 49.0%. ICICI Prudential Asset Management Company also provides portfolio management services and advisory services to clients. ICICI Prudential Asset Management Company earned a net profit of Rs. 26.5 billion during fiscal 2025 compared to a net profit of Rs. 18.2 billion during fiscal 2024.

In February 2025, the Bank’s joint venture partner, Prudential PLC, made an announcement regarding a potential listing and partial divestment of its stake in ICICI Prudential Asset Management Company, subject to market conditions, requisite approvals and other considerations. However, the Bank intends to retain our majority shareholding in ICICI Prudential Asset Management Company. In June 2025, the Board of Directors of the Bank approved the purchase of up to 2.0% additional shareholding in the ICICI Prudential Asset Management Company, subject to the receipt of requisite approvals. This purchase will primarily be for the purposes of maintaining the Bank’s majority shareholding in ICICI Prudential Asset Management Company were it to grant stock-based compensation.

ICICI Prudential Asset Management Company (“the Company”) has filed a DRHP dated July 8, 2025 with Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited for an IPO comprising of an OFS of equity shares held by PCHL in the Company, representing upto 10% of the equity share capital of the Company. The IPO and the amount of the OFS amount shall be subject to market conditions, requisite approvals and other considerations. Additionally, on July 8, 2025, the Bank has entered into an inter-se agreement with PCHL stating its intention to purchase up to 2% of fully diluted pre-IPO share capital of the Company from PCHL, prior to the consummation of the IPO. This would be subject to finalisation amongst both parties of relevant terms, requisite corporate and statutory approvals as may be required by each of the parties, applicable law and other considerations.

Insurance

We provide a wide range of insurance products and services through our subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited. Both ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited are listed on relevant Indian stock exchanges.

ICICI Prudential Life Insurance Company Limited has a wholly owned subsidiary, which distributes products under the National Pension System and is a registered pension fund manager.

The Board of Directors of the Bank at its board meeting held on July 19, 2025 approved the acquisition of 100% shareholding in ICICI Prudential Pension Funds Management Company Limited (ICICI PFM) from ICICI Prudential Life Insurance Company Limited to make ICICI PFM a wholly owned subsidiary of the Bank, subject to RBI, PFRDA and other necessary approvals. The Board of Directors of ICICI Prudential Life Insurance Company Limited has at their meeting on July 19, 2025 approved the sale of entire 100% of equity shareholding held in ICICI Prudential Pension Funds Management Company Limited to the Bank, subject to approval of the regulatory and statutory authorities, as per applicable regulations.

At March 31, 2025, our share ownership in ICICI Prudential Life Insurance Company Limited was 51.0% at March 31, 2025 and shareholding was 22.0%.

ICICI Prudential Life Insurance Company Limited had assets under management of Rs. 3.1 trillion at March 31, 2025 and had a market share of 6.9% on a retail-weighted received premium basis in fiscal 2025 based on data published by the Life Insurance Council. Its market share within the private sector was 9.8% in fiscal 2025. The total premium increased by 13.2% from Rs. 432.4 billion in fiscal 2024 to Rs. 489.5 billion in fiscal 2025. Within product segments, for fiscal 2025, there was an increase in the contribution of linked savings and retail protection to the business of our life insurance subsidiary. The value of new business, which is a key profitability metric which measures the present value of future profits from the new business written during the period, of ICICI Prudential Life Insurance Company Limited was Rs. 23.7 billion in fiscal 2025 compared to Rs. 22.3 billion in fiscal 2024. With an annualised premium equivalent of Rs. 104.1 billion, the value of new business margin the ratio of value of new business to annualized premium equivalent— for the same period was 22.8%, compared to annualized premium equivalent of Rs. 90.5 billion and value of new business margin of 24.6% in fiscal 2024. The lower margin was primarily on account of the shift in the new business profile. New business profile comprises the impact of differences in mix of product segments or distribution channel or customer profile product repricing, amongst others. The profit after tax of ICICI Prudential Life Insurance Company Limited was Rs. 11.9 billion in fiscal 2025 as compared to Rs. 8.5 billion in fiscal 2024, a year-on-year growth of 39.6%.

See also “Risk Factors—Risks relating to our insurance subsidiaries—Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of our shareholding in these entities may adversely impact our business and the prices of our equity shares and ADSs” and “Risk Factors—Risks relating to our insurance subsidiaries—While our insurance businesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability” and “Operating and Financial Review and Prospects—Segment Revenues and Assets—Life Insurance”.

During fiscal 2025, ICICI Lombard General Insurance Company Limited was ranked as the second largest general insurance company in the country with a market share of 8.7% based on gross direct premium as per the data published by the Insurance Regulatory and Development Authority of India. Our share ownership in ICICI Lombard General Insurance Company was 51.6% at March 31, 2025. ICICI Lombard General Insurance Company Limited earned a net profit of Rs. 25.1 billion in fiscal 2025 as compared to a net profit of Rs. 19.2 billion in fiscal 2024.

In May 2023, the Board of Directors of the Bank approved acquisition of up to 4.0% of ICICI Lombard General Insurance Company Limited's shareholding, to make it a subsidiary of the Bank, subject to receipt of necessary regulatory approvals.

The Bank received regulatory approval and has issued letters of comfort in favour of IRDAI, on behalf of ICICI Lombard General Insurance Company Limited, wherein it has given an undertaking to infuse capital, if required by ICICI Lombard in proportion to its shareholding in ICICI Lombard, to meet the minimum regulatory solvency requirement. During fiscal 2024, through the stock exchange mechanism, the Bank acquired additional stake in ICICI Lombard General Insurance Company Limited in multiple tranches, resulting in an increase in shareholding to more than 50.0%. Consequently, ICICI Lombard General Insurance Company ceased to be an affiliate and became a subsidiary of the Bank effective February 29, 2024.

The IRDAI issued regulations on registration of corporate agents for the sale of insurance products. As per the regulations, a corporate agent can partner/tie-up with up to nine insurance companies each in life, non-life and health insurance sectors for the distribution of insurance products. We have entered into an agreement with our insurance subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited and operate as a corporate agent for these companies and distribute general insurance and selective life insurance products through our branches, phone banking and digital channels and earn commissions from these subsidiaries.

Risk Management

As a financial intermediary, we are exposed to risks that are particular to our lending, transaction banking and trading businesses and the environment within which we operate. Our goal in risk management is to ensure that we understand, measure, monitor and manage the various risks that arise and that the organization adheres to the policies and processes which are established to address these risks.

The risk management framework forms the basis for developing consistent risk principles across the Bank and its overseas banking subsidiaries. The Board of Directors approves the Enterprise Risk Management and Risk Appetite Framework and thresholds/limits structure under which various business lines operate. The key principles underlying our risk management framework are as follows:

performance including review of information technology capacity requirements and adequacy and effectiveness of business continuity management and disaster recovery, review of special information technology initiatives, review cyber risk, consider the Reserve Bank of India inspection reports/directives received from time to time by the Bank in the areas of information technology and cyber security and review the compliance of various actionable items arising out of such reports/directives as may be deemed necessary from time to time and review deployment of skilled resources within the technology and information security function to ensure effective and efficient deliveries. The Digital Council is an internal forum to measure the Bank’s performance against the digital adoption targets set by the Government of India’s Ministry of Electronics and Information Technology. Key digital initiatives taken up by the Bank are discussed in this forum, along with measures to enhance performance.

We are primarily exposed to credit risk, market risk, liquidity risk, operational risk, technology risk, compliance risk, cyber security risk and reputation risk. We have centralized groups, the Risk Management Group, the Information Security Group, the Compliance Group, the Legal Group and the Internal Audit Group with a mandate to identify, assess and monitor all of our principal risks in accordance with well-defined policies and procedures. In addition, the Operations Group and Treasury Monitoring and Reporting Group monitor operational adherence to regulations, policies, terms of limit approved and other internal approvals.

The Risk Management Group is further organized into the Credit Risk Management Group, Market Risk Management Group (including the Treasury Monitoring and Reporting Group), Operational Risk Management Group, Credit Monitoring Group, Model Validation Group, Technology Risk Group, Financial Crime Prevention Group and Incident Monitoring & Resolution Group. The Risk Management Group is headed by the Chief Risk Officer, who reports to the Risk Committee of the Board of Directors. The Information Security Group is tasked with overseeing risk related to information security across the Bank. The Heads of the Compliance Group and the Internal Audit Group report to the Audit Committee of the Board of Directors. The Risk Management Group, Compliance Group and Internal Audit Group have administrative reporting to the Executive Director. The Operations Group and Information Security Group report to the Executive Director. These groups are independent of the business units.

Credit Risk

Credit risk is the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any contract, principally the failure to make required payments of amounts due to us. In its lending operations, the Bank is principally exposed to credit risk.

Credit risk management is governed by the Credit and Recovery Policy (“Credit Policy”) approved by the Board of Directors. The Credit Policy outlines the type of products that can be offered, customer categories and sets forth the credit approval process, credit administration, credit limits and other relevant matters.

The Bank measures, monitors and manages credit risk at an individual borrower level and at the portfolio level for retail borrowers. The Bank has a structured and standardized credit approval process, which includes a well-established procedure of credit appraisal.

The Bank has established a risk appetite and limit structure, with respect to credit risk, and specifically concentration risk, which includes the following measures:

The Credit Committee of the Board reviews the portfolio and large exposure groups. The Bank has a dedicated group, namely the Financial Crime Prevention Group, for overseeing and handling the fraud prevention, detection, investigation, monitoring and awareness creation activities.

Credit Approval Authorities

The Board of Directors/Credit Committee has delegated credit approval authority to various committees, forums and individual officers under the credit approval authorization policy. The credit approval authorization policy is based on the level of risk and the quantum of exposure and is designed to ensure that transactions with higher exposure and higher levels of risk are sent to a correspondingly higher forum/committee for approval.

The Bank has established several levels of credit approval authorities for its corporate banking activities - the Credit Committee, the Committee of Executive Directors, the Committee of Senior Management, the Committee of Executives, and the Corporate Lending Forum. For certain exposures under programs, approval under a joint authorization framework has been established.

Retail credit facilities must comply with approved product policies. All products policies are approved by the Committee of Executive Directors. The individual credit proposals are evaluated and approved by individual officers/forums on the basis of the product policies.

Credit Risk Assessment Methodology for Standalone Entities

All credit proposals other than retail products, program lending, score card-based lending to business banking borrowers and agricultural businesses and certain other specified products are rated internally by the Credit Risk Management Group, prior to approval by the appropriate forum.

The Credit Risk Management Group rates proposals, carries out industry analysis (through a centralized industry team), tracks the quality of the credit portfolio with regular rating reviews and reports periodically to the Credit Committee and the Risk Committee. The Bank also has a credit monitoring group, which monitors individual accounts jointly with the business and Risk Management Group on a regular basis including stock statements, bank statements and stock audit reports. For non-retail exposures, the Loan Service Operations Group verifies adherence to the terms of the approval prior to the commitment and disbursement of credit facilities. The Bank also manages credit risk through various limit structures, which are in line with the Reserve Bank of India’s prudential guidelines. The Bank has set up various exposure limits, including the single borrower exposure limit, the group borrower exposure limit, the industry exposure limit, the unsecured exposure limit, and limits on exposure to sensitive sectors such as capital markets, non-banking finance companies and real estate. Based on rating and tracking of the borrower and group, limits on incremental exposures have also been put in place. Limits on countries and bank counterparties have also been stipulated.

The Bank has an established credit analysis procedure leading to appropriate identification of credit risk both at the individual borrower and the portfolio level. Appropriate appraisal and credit rating methodologies have been established for various types of products and businesses. The methodology involves assessment of quantitative and qualitative parameters. For example, for any large corporate borrower, the rating methodology entails a comprehensive evaluation of the industry, borrower’s business position in the industry (benchmarking), financial position and projections, quality of management, impact of projects being undertaken by the borrower and structure of the transaction.

After conducting an analysis of a specific borrower’s risk, the Credit Risk Management Group assigns a credit rating to the borrower. We have a scale of 12 ratings ranging from AAA to B. A borrower’s credit rating is a vital input for the credit approval process. The borrower’s credit rating and the default pattern corresponding to that credit rating, form an important input in the risk-based pricing framework of the Bank. Every proposal for a financing facility is prepared by the relevant business unit and reviewed by the Credit Risk Management Group before being submitted for approval to the appropriate approval authority other than retail products, program lending, score card-based lending to business banking borrowers and agri-businesses and certain other specified products. The approval process for non-fund facilities is similar to that for fund-based facilities.

On our current rating scale, ratings of below BBB- (i.e., BB and B ratings) are considered to be relatively high-risk categories. Our current credit policy does not expressly provide a minimum rating required for a borrower to be considered for a loan. All corporate loan proposals for fresh/incremental exposure with an internal rating of BB and B are sent to our Credit Committee for its approval. For corporates internally rated BBB-, fresh/incremental exposure up to a certain level is approved by the Committee of Senior Management. See also “Consolidated financial Statements—Schedules forming part of the consolidated financial statements—Additional Notes—Note 7—Credit quality indicators of loans”.

The appraisal process involves an in-depth study of the industry, financial, commercial, technical and managerial aspects of the borrower. An assessment of the financial requirements of the client is made in order to arrive at the amount of credit to be considered by the Bank. Each credit proposal is thereafter prepared in an appropriate appraisal format and placed before the approving authority as prescribed by the Board of Directors/ Credit Committee from time to time.

The following sections detail the risk assessment process for various business segments:

Assessment of Project Finance Exposures

The Bank carries out an evaluation of technical and financial viability of the project and the sponsor’s financial strength. This analysis helps the Bank identify, allocate and mitigate risks in project financing.

Assessment of Corporate Finance Exposures (Term loans/fixed maturity loans)

As part of the corporate loan approval procedures, the Bank carries out a detailed analysis of funding requirements, including normal capital expenses, long-term working capital requirements, and acquisition finance. The Bank’s funding of long-term requirements is assessed on the basis of detailed review of the underlying transaction and an analysis of cash flows.

Our analysis enables us to identify risks in these transactions. To mitigate risks, we use various credit enhancement techniques, such as collateralization, cash collateralization, creation of escrow accounts and debt service reserves. Rating review of these exposures is done based on asset quality review framework of the Bank. The Credit Monitoring Group jointly monitors these exposures along with the business and Risk Management Group.

Corporate finance loans can be secured by fixed assets (which normally consists of property, plant and equipment), pledge of financial assets (such as marketable securities or at times non-marketable securities) and we may obtain contractual credit enhancements such as corporate guarantees or personal guarantees from the sponsors wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsors’ shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding.

Unsecured corporate finance loans can be extended based on creditworthiness of the applicant and nature of products offered typically to applicants, who have unsecured loans from other lenders. Unsecured incremental sanctions for corporates are extended largely to high rated borrowers and well-established corporate groups only. The Bank has Enterprise Risk Management (“ERM”) and Risk Appetite Framework (“RAF”), which stipulates a limit on unsecured non-retail exposures to overall non-retail exposures; and the same is being monitored and reviewed on a quarterly basis.

With respect to financing of cross-border corporate mergers and acquisitions, we carry out detailed due diligence on the acquirer as well as the target’s business profile.

We emphasize environmental and social risk assessment for new project financing proposals subject to internally defined criteria. These proposals are reviewed under a social and environmental management framework that integrates analysis of the environmental and social risk assessment into the overall credit appraisal process. We are also in the process of incorporating environmental, social and governance and climate risk aspects as part of the credit evaluation process. Borrower-level environmental, social and governance scores from external agencies are considered, when available, during the evaluation of a proposal. We have developed sector-specific environmental, social and governance checklists for borrower-level evaluation for exposures exceeding a certain threshold. The Bank has also developed a Framework for Sustainable Financing, which provides guidance on eligibility criteria for Sustainable/Sustainability Linked Lending, guidance on assessment of facilities, monitoring & reporting of such facilities. The Bank carries out an impact assessment of climate change on the critical infrastructure resources that support the Bank’s operations. Further, the Bank considers stress testing for climate risk as part of scenario-based stress testing under annual ICAAP. This stress testing incorporates the impact of physical risk as well as transition risk on the top counterparties of wholesale banking portfolios.

Assessment of Working Capital Finance Exposures

We carry out a detailed analysis of borrowers’ working capital requirements. Once credit limits are approved, we may calculate the amounts that can be lent on the basis of review of monthly stock statements provided by the borrower and the margins stipulated. Credit limits are reviewed on a periodic basis.

Working capital facilities are generally secured by inventories, receivables and other current assets. Additionally, in certain cases, we obtain contractual credit enhancements such as personal guarantees or corporate guarantees from sponsors, or subordinated security interests in the tangible assets of the borrower including plant and machinery.

Assessment of Retail Loans

The origination and approval of retail credit exposures are segregated to ensure independence.

The Process Management Group within the Credit and Process Management Group is responsible for drafting credit policies and notes outlining the norms for offering retail assets. The Credit Risk Management Group oversees the credit risk issues for retail assets including formulation of the policy norms and review of all credit policies and operating policies proposed for approval by the Board or forums authorized by the Board. These groups are also involved in portfolio monitoring of all retail assets and in suggesting and implementing policy amendments. The Data Science and Analytics Group is responsible for devising customer-segment specific strategies, portfolio tracking and monitoring, analytics, model and score card development and database management. The credit team is independent from the business unit and is organized geographically to support the retail sales and service structure.

The Bank’s credit officers evaluate credit proposals on the basis of operating policies approved by the Committee of Executive Directors. The criteria vary across product segments but typically include factors such as the borrower’s income, leverage, the loan-to-value ratio and demographic parameters. External agencies such as field investigation agencies facilitate a comprehensive due diligence process including visits to offices and homes of borrowers whenever required by the applicable policy. The Bank also draws upon a centralized database on delinquent loans and reports from the credit bureaus to review the borrower’s profile. Except for personal loans and credit cards, the Bank generally requires a contribution from the borrower and its loans are secured by the asset financed. For mortgage loans and used vehicle loans, a valuation agency or an in-house technical team carries out the valuations. For certain products, the Bank has implemented a credit-scoring, which forms one of the criteria for loan evaluation.

Unsecured loans in retail are primarily comprised of personal loans and credit cards. These portfolios have been built with our core principles of return of capital and through ecosystem led offerings, targeting known and assessable quality customers, decongesting existing processes, all with a customer-centric approach. The enterprise risk management framework stipulates limits on overall retail unsecured exposure as well as on personal loans and credit cards. Thresholds on unsecured retail advances have been stipulated. The portfolio default risk is also monitored based on proportion of incremental originations of unsecured loans to borrowers with higher bureau score. The bureau score distribution of incremental sourcing as well as for the overall portfolio is reviewed and reported to the Risk Committee, on a quarterly basis. Approval authorization is also risk based, taking into consideration credit bureau score and product.

As part of digital credit lending, the Bank offers retail asset products to bank customers through digital channels. As part of its strategy, the Bank uses multiple credit filters to segment customers and to mitigate risk. The portfolio build-up strategy is based on utilizing the pre-filtered customer database for origination of key retail asset products wherein major incremental origination is from existing liability customer relationships.

The Bank undertakes portfolio buyouts of various retail assets products. The portfolio is selected by applying selection filters like tenure, size, loan to value ratio and location, and meeting regulatory requirements with regard to minimum holding period and minimum retention requirement by the seller. The buyouts are in the form of direct assignment or by way of investment in securitization notes.

The Bank has established centralized operations to manage operational risk in the back-office processes of its retail assets business and also has decentralized operations to improve turnaround time for customers. A separate team under the Credit and Process Management Group undertakes review and audits of credit quality and processes across different products. The Bank has a debt services management group to manage debt recovery. The group operates under the guidelines of a standardized recovery process.

Assessment Procedures for Borrowers under Business Banking

The Bank caters to financing needs of micro, small and medium enterprises (“MSMEs”), which include individual entities and financing dealers and vendors of companies.

MSME credit also includes financing extended directly to small enterprises as well as lending based on parameterized product-based credit facilities, which involves a cluster-based approach wherein a lending program is implemented for a homogenous group of individuals/business entities, which comply with certain parameterized norms. Further, programs can also be made for diverse group of individuals/business entities/ industries having common target market norms and go-no-go parameters as approved by the Committee of Executive Directors. The risk assessment of such a cluster involves the identification of appropriate credit norms for the target market, the use of scoring models for enterprises that satisfy these norms and a comprehensive appraisal of those enterprises, which are awarded a minimum required score in the scoring model.

The Bank has various programs for lending to business banking customers, based on various financial and non-financial parameters and target market norms. The program criteria are approved by the Committee of Executive Directors and individual credit proposals are assessed by the credit team based on these approved criteria. Further, exposure of up to Rs 30.0 million can be sanctioned in the digital platform provided they meet the credit and collateral norms prescribed by the program.

For larger ticket size loans, in-house developed statistical scoring model is being used to assess a majority of cases in the small and medium enterprise and mid-corporate segment. The underwriting process integrates various digital tools like bank statement analyzer, automatic fetching of bureau reports and enhanced business rule engine to generate probability of default scores for score-based analysis. A detailed appraisal is performed based on the financial and non-financial parameters (including information on GST / information from account aggregators) to assess the creditworthiness of the enterprise in all the cases.

The Bank also finances dealers and vendors linked to large and medium entities by implementing structures to enhance the base credit quality of the vendor or dealer. The process involves an analysis of the base credit quality of the vendor or dealer and an analysis of the linkages that exist between the vendor or dealer and the anchor corporate entity. The approval of limits to dealers and vendors takes place manually as well as digitally.

Assessment Procedures for Rural and Agricultural Loans

The rural and agricultural portfolio consists of loans to individuals and non-individuals engaged in agriculture and related activities. These loans are extended to meet crop production and maintenance, consumption, asset purchase and income generating requirements of borrowers.

The sales and credit decision-making functions are segregated. The Process Management Group within the Credit and Process Management Group is responsible for drafting credit policies and operating notes. The Credit Risk Management Group oversees the credit risk issues for rural and agricultural loans including the ownership and review of all credit policies and operating policies proposed for approval by the Board or forums authorized by the Board. These groups are also involved in portfolio monitoring of all rural assets and in suggesting and implementing policy amendments. The Data Science and Analytics Group is responsible for devising customer-segment specific strategies, portfolio tracking and monitoring, analytics, model and score card development and database management. The credit team is independent from the business unit and is organized geographically to support the sales and service structure.

For loans against gold ornaments and gold coins, the credit norms focus on establishing authenticity (purity and weight) of the underlying jewellery with the help of Bank appointed external appraisers. Norms with respect to loan-to-value ratio have been laid down in accordance with regulatory guidelines.

For loans against pledge of agricultural commodities, the credit norms focus on the quality, quantity and price volatility of the underlying commodity. A dedicated group evaluates, directly or through the agencies appointed by it at the time of funding and undertakes periodic post disbursements checks. Norms with respect to price monitoring and loan-to-value ratio have been laid down.

See also “Risk Factors—Risks Relating to Our Business—Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks that may adversely affect our business”.

Risk Monitoring and Portfolio Review

We monitor credit facilities through a risk-based asset review framework under which the frequency of asset review is higher for cases with higher exposure balances and/or lower credit ratings. For corporate and business banking, the Asset and Liabilities Operations Group – Lending Services Operations Group (ALOG-LSOG) verifies adherence to the terms of the credit approval prior to disbursement/limit set up.

The Credit Monitoring Group jointly with the business and Risk Management Group monitors corporate and business banking borrower accounts to identify triggers on the basis of account conduct and behavior. These triggers are highlighted to risk and business teams and are included in the appraisal and portfolio review process, which helps to take timely action on the exposures.

An analysis of our portfolio composition based on internal ratings is carried out and submitted to the Risk Committee on a quarterly basis as part of the risk dashboard. This facilitates the identification and analysis of trends in the portfolio credit risk.

The Credit Committee of the Bank, apart from approving proposals, regularly reviews the credit quality of the portfolio and various sub-portfolios. A summary of the reviews carried out by the Credit Committee is submitted to the Board for its information.

The Bank’s Enterprise Risk Management framework defines benchmark vintage curves as delinquency triggers for key retail products. Actual delinquencies for these products are monitored against these benchmark vintage curves, to enable analysis and directed collection strategies as well as review of origination norms, where required. As part of the Enterprise Risk Management framework, a threshold on incremental origination for customers with low bureau score has also been stipulated for retail portfolio.

Market Risk

Market risk is the possibility of loss arising from changes in the value of a financial instrument as a result of changes in market variables such as interest rates, exchange rates, credit spreads and other asset prices. Our exposure to market risk is a function of our trading and asset-liability management activities and our role as a financial intermediary in customer-related transactions. These risks are mitigated by the limits stipulated in the Investment Policy (which includes the Derivatives Policy) and Asset Liability Management Policy, which are approved and reviewed by the Board of Directors.

Market Risk Management Procedures

The Asset Liability Management Policy stipulates liquidity and interest rate risk limits at an aggregate level and the Asset Liability Management Committee reviews adherence to limits and determines the strategy in light of the current and expected environment. The Investment Policy addresses issues related to investments in various treasury products and includes the Derivatives Policy which is formulated in line with the comprehensive guidelines issued by Reserve Bank of India on derivatives for banks. The policies are designed to ensure that operations in the securities and foreign exchange and derivatives areas are conducted in accordance with sound and acceptable business practices and current regulatory guidelines, laws governing transactions in financial securities and the financial environment. The policies contain the limit structures that govern transactions in financial instruments.

The Board has authorized the Risk Committee, Asset Liability Management Committee and Committee of Executive Directors (Borrowing, Treasury and Investment Operations) to grant certain approvals related to treasury activities, within the broad parameters laid down by policies approved by the Board.

The Asset Liability Management Committee, comprising the Managing Director and Chief Executive Officer, wholetime directors and senior executives, meets periodically and reviews the positions of trading groups, interest rate and liquidity gap positions, sets deposit and benchmark lending rates, reviews the pricing methodologies for various categories of advances, reviews the valuation methodologies for various treasury products, the business profile and its impact on asset liability management and determines the asset liability management strategy, as deemed fit, taking into consideration the current and expected business environment. The Asset Liability Management Policy provides guidelines to manage liquidity risk and interest rate risk in the banking book.

The Market Risk Management Group is responsible for the identification, assessment and measurement of market risk. Risk limits including position limits and stop loss limits are reported on a daily basis by the Treasury Monitoring and Reporting Group and reviewed periodically. Foreign exchange risk is monitored through the net overnight open foreign exchange limit. Interest rate risk in the banking book is measured through the use of re-pricing gap/duration analysis. Interest rate risk is further monitored through interest rate risk limits approved by the Board of Directors.

Interest Rate Risk

Our core business is deposit taking, borrowing and lending in both Indian rupees and foreign currencies as permitted by the Reserve Bank of India. These activities expose us to interest rate risk.

Our balance sheet consists of Indian rupee and foreign currency assets and liabilities, with a predominantly higher proportion of rupee-denominated assets and liabilities. Thus, movements in Indian interest rates are our main source of interest rate risk.

Interest rate risk is measured through earnings at risk from an earnings perspective and through duration of equity from an economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis, providing a static view of the maturity and re-pricing characteristics of balance sheet positions. We monitor interest rate risk through the above measures on a fortnightly basis. The duration gap analysis and interest rate sensitivity gap statements for the standalone Bank are submitted to the Reserve Bank of India on a monthly basis. Additionally, the interest rate gap statements for overseas branches are submitted to the host regulator based on applicable guidelines. We also monitor sensitivities of our interest rate options portfolio.

The Bank’s primary source of funding is deposits and, to a smaller extent, borrowings. In the rupee market, most of our deposit taking is at fixed rates of interest. We accept deposits for fixed periods, except for savings account deposits and current account deposits, which do not have any specified maturity and can be withdrawn on demand. Current account deposits in the domestic operations are non-interest bearing. Our borrowings are usually for a fixed period, with certain borrowings qualifying as capital instruments having European call options attached to them, exercisable by us only on specified dates, subject to regulatory approvals. On the asset side, we have a mix of floating and fixed interest rate assets. Our term loans are generally repaid gradually, with principal repayments being made over the life of the loan.

Pursuant to regulatory reserve requirements, we maintain a large part of our assets in government of India securities and in interest-free balances with the Reserve Bank of India, which are funded mainly by deposits and borrowings. This exposes us to the risk of differential movement in the yield earned on statutory reserves and the related funding cost.

Almost all the long tenor foreign currency loans in the overseas branches of the Bank are floating rate loans. These loans are generally funded with foreign currency borrowings and deposits in our overseas branches.

We generally convert the long tenor foreign currency borrowings into floating rate dollar liabilities through the use of interest rate and currency swaps with leading international banks. Our overseas subsidiaries in the U.K. and Canada have fixed rate retail term deposits and fixed/floating rate wholesale borrowings as their funding sources, with the U.K. subsidiary additionally having floating rate savings deposits and non-interest-bearing current deposits. They also have fixed and floating rate assets. Interest rate risk is generally managed by increasing/decreasing the duration of investments and government securities portfolio and/or by entering into interest rate derivatives whenever required. We are an active participant in the interest rate swap market and are one of the largest swap counterparties in India.

For a discussion of our vulnerability to interest rate risk, see “Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance” and “Risk Factors—Risks Relating to Our Business—Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds”.

Equity Risk

We assume equity risk both as part of our investment book and our trading book. At year-end fiscal 2025, we had a total equity investment portfolio (excluding investment in affiliates) of Rs. 283.7 billion, primarily comprising Rs. 63.4 billion of investments by the Bank and Rs. 208.9 billion of investments by our insurance subsidiary. The Bank also acquires equity investments from loan conversion and also investment in unlisted equity which are long-term in nature. We also invest in alternate investment funds/venture capital funds, primarily those managed by our subsidiary ICICI Venture. These funds primarily invest in equity and equity linked and non-convertible instruments. Our investments in these funds are similar in nature to our other equity investments and are subject to the same risks. In addition, they are subject to risks in the form of changes in regulation and taxation policies applicable to such equity funds. ICICI Securities and ICICI Securities Primary Dealership also have a small portfolio of equity derivatives. For further information on our trading and available-for-sale investments, see “—Overview of Our Products and Services—Investment Banking—Treasury”.

The risk in the equity portfolio of the proprietary trading group, which manages the equity trading book of the Bank, is controlled through position limits, value-at-risk and stop loss limits, as stipulated in the Investment Policy. The portfolio includes investments in listed equities, equity mutual funds and infrastructure and real estate investment trusts, as well as application money paid for new offerings of such investments. Value-at-risk measures the statistical risk of loss from a trading position, given a specified confidence level and a defined time horizon, see “—Selected Statistical Information”.

Exchange Rate Risk

We offer instruments like foreign exchange forwards, options, swaps and combinations thereof to clients, which are primarily banks and corporate customers. We use cross-currency swaps, forwards, and options to hedge against risks arising out of these transactions and for foreign currency loans that are originated in currencies different from the currencies of the borrowings supporting them. Some of these transactions may not meet the hedge accounting requirements and are subject to mark-to-market accounting. Trading activities in the foreign currency markets expose us to exchange rate risks. This risk is mitigated by setting counterparty limits, stipulating foreign exchange overnight and intra-day position limits, greek limits for options, daily/quarterly/yearly cumulative stop-loss limits and engaging in exception reporting.

Derivative Instruments Risk

The Bank offers various derivative products, including forwards, options, swaps and combinations thereof in foreign exchange and interest rates to clients for their risk management purposes. Profits or losses on account of market movements on these transactions are borne by the clients.

For transactions that are not covered fully or partially in the interbank market, the Bank runs open positions within the limits prescribed in its Investment Policy. The derivative transactions are subject to counterparty risk to the extent particular obligors are unable to make payment on contracts when due.

In view of the margin rules for non-centrally cleared derivative transactions issued by the Basel Committee on Banking Supervision, guidelines issued by the Reserve Bank of India and guidelines issued by overseas regulators, certain derivative transactions are subject to margining and collateral exchange in accordance with a Credit Support Annex. Reserve Bank of India has permitted the Bank to post and collect margin for permitted derivative contracts with covered entities. The Bank has also implemented the International Swaps and Derivatives Association’s prescribed Standardized Initial Margin Model for estimating the initial margin requirements for some of the non-centrally cleared derivatives. The Bank settles certain derivatives transactions through qualified central counterparties such as Clearing Corporation of India Limited and London Clearing House Limited and posts collateral in line with the margin regulations stipulated by qualified central counterparties.

The Bank also enters into interest rate and currency derivative transactions for the purpose of hedging interest rate and foreign exchange risk and also engages in trading of derivative instruments on its own account.

Credit Spread Risk

Credit spread risk arises out of investments in fixed income securities. Hence, volatility in the level of credit spreads would impact the value of these portfolios held by the Bank. We closely monitor our portfolio, and risk is monitored by setting credit spread for 1 bps (CS01) limits, investment limits, rating-wise limits, single issuer limits, maturity limits and stipulating daily and cumulative stop-loss limits.

Liquidity Risk

The Bank manages liquidity risk in accordance with our Asset Liability Management Policy. This policy is based on applicable regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management Committee of the Bank formulates and reviews strategies and provides guidance for management of liquidity risk within the framework laid out in the Asset Liability Management Policy. The Risk Committee of the Board has oversight of the Asset Liability Management Committee.

The Bank uses various tools for the measurement of liquidity risk including the statement of structural liquidity, dynamic liquidity cash flow statements, liquidity ratios and stress testing through scenario analysis. The statement of structural liquidity is used as a standard tool for measuring and managing net funding requirements and the assessment of a surplus or shortfall of funds in various maturity buckets in the future. The cumulative utilization against gap limits laid down for each bucket is reviewed by the Bank’s Asset Liability Management Committee.

We also periodically present to the Asset Liability Management Committee the dynamic liquidity cash flow statements, which in addition to scheduled cash flows, considers the liquidity requirements pertaining to incremental business and the funding thereof. As a part of the stock and flow approach, we monitor various liquidity ratios, and limits as laid down for these ratios in the Asset Liability Management Policy.

The sources of liquidity, levels of liquid assets, Liquidity Coverage Ratio (“LCR”), Net Stable Funding Ratio (“NSFR”) are set out in “Operating and Financial Review and Prospects—Market Risk—Liquidity Risk”.

We have a Board approved liquidity stress-testing framework, under which we estimate the Bank’s liquidity position under a range of stress scenarios, and consider possible measures we could take to mitigate the outflows under each scenario. During fiscal 2024, the results of each of the stress scenarios were within the Board-approved limits.

The Risk Committee of the Board has approved a liquidity contingency plan, which lays down a framework for ongoing monitoring of potential liquidity contingencies and an action plan to meet such contingencies. The liquidity contingency plan lays down several liquidity indicators, which are monitored on a pre-defined (daily or weekly) basis and also defines the protocol and responsibilities of various teams in the event of a liquidity contingency.

Similar frameworks to manage liquidity risk have been established at each of the overseas banking subsidiaries of the Bank, addressing the risks they run as well as incorporating host country regulatory requirements, as applicable.

Our subsidiary in the United Kingdom has access to diverse sources of liquidity to allow for flexibility in meeting its funding requirements. In line with local regulatory requirements, ICICI Bank UK has an Internal Liquidity Adequacy Assessment Process document, which is approved by its Board of Directors. The Internal Liquidity Adequacy Assessment Process outlines the stress testing framework and liquidity and funding risk limits. These limits are monitored by Asset Liability Management Committee of ICICI Bank UK, at least on monthly basis. ICICI Bank UK has complied with these requirements throughout fiscal 2025. It maintained a liquidity coverage ratio above the stipulated level of 100.0% during fiscal 2025 and complied with Pillar 2 liquidity requirements, as stipulated by the Prudential Regulation Authority.

In Canada, the liquidity coverage ratio guidelines from the Office of the Superintendent of Financial Institutions expect banks to ensure that the value of the liquidity coverage ratio be no lower than 100.0%, in the absence of financial stress. At March 31, 2025, ICICI Bank Canada maintained a liquidity coverage ratio above the regulatory minimum of 100.0%. The Office of the Superintendent of Financial Institutions expects each Canadian bank to have an internal liquidity policy articulating and defining the role of liquid assets within the bank’s overall liquidity management system and establishing minimum targets for liquid asset holdings. ICICI Bank Canada has a Liquidity Management Policy and Market Risk Management Policy, which are approved by its Board of Directors. These limits are monitored by the Asset Liability Management Committee of ICICI Bank Canada, at least on monthly basis. ICICI Bank Canada has complied with these guidelines throughout fiscal 2025.

In addition, Net Cumulative Cash Flow information is shared with the Office of Superintendent of Financial Institutions on a monthly basis, consisting of details of maturity, pattern of assets and liabilities and net cash flows.

See also “Operating and Financial Review and Prospects—Market Risk—Liquidity Risk”.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk includes legal risk but excludes strategic and reputational risks. Legal risk includes, but is not limited to, exposure to fines, penalties or punitive damages resulting from supervisory actions, as well as private settlements.

The management of operational risk is governed by the Operational Risk Management Policy approved by the Board of Directors. The Policy is applicable across the Bank including overseas branches, ensuring a clear accountability and responsibility for management and mitigation of operational risk, developing a common understanding of operational risk and assisting the business and operation groups to improve internal controls. The Board has constituted an Operational Risk Management Committee for reviewing risks associated with the various business activities of the Bank. The Operational Risk Management Committee reviews the risk profile of various key functions, the tools used for management of operational risk and implementation of the operational risk management policies as approved by the Board. The Board has also approved a framework for approval of products and processes, which requires the products and processes pertaining to products/product variants to be assessed from an operational risk perspective.

The key elements in the operational risk management process in the Bank are risk identification and assessment, risk measurement, risk monitoring and risk mitigation.

The Bank seeks to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning.

Considering the increasing importance of operational risk, we are strengthening our operational risk framework through identification of material processes, institutionalizing the process of in-depth analysis of operational risk incidents and creating a feedback loop of learnings to improve the processes.

Operational controls and procedures at the Bank are summarized below.

Operational Controls and Procedures in Retail Banking

The Bank has well-defined products, sales, credit and operations structures for customer sales, evaluation, servicing and monitoring. The Bank offers retail and transaction banking products to customers through various channels such as branches, phone banking, digital/online, business correspondents, and empaneled service providers. Banking transactions relating to customer accounts are processed based on built-in system checks and authorization procedures and transactions are also subjected to enhanced due-diligence based on certain criteria. The Bank has designated centralized and regional processing centers located at various cities across the country as well as contact centers in multiple cities for extending banking services to customers through phone banking.

Operational Controls and Procedures for Wholesale and Transaction Banking

The credit risk of the Wholesale banking business is independently evaluated by the credit risk management group. The legal group reviews, the security structure and documentation aspects and the operations group conducts verification and scrutiny of the loan documents vis-à-vis terms of limit approved, monitoring important covenants of the terms of limit approved, monitoring creation of the security interest and other important aspects for the facility extended by the Bank.

Operational Controls and Procedures in Treasury

The Bank has internal controls with respect to its treasury operations, which include the segregation of duties between the treasury front-office and treasury and securities services groups, certain control procedures, monitoring procedures through detailed reporting statements, and a well-defined code of conduct for dealers. The Bank has also set up limits in respect of treasury operations including deal size limits, product investment limits and market risk limits. In order to mitigate the potential risk of mis-selling, a customer suitability and appropriateness policy has been implemented. Similarly, in order to mitigate potential contractual risks, over-the-counter deal execution-related conversations are recorded. Some of the control measures include independence of deal validation, deal confirmation, documentation, limits monitoring, treasury accounting, settlement, reconciliation and regulatory compliance. Further, there is monitoring for unconfirmed, unsettled deals if any, delay in settlement or confirmation, and other potential issues.

Operational Controls and Procedures for Information Technology

The Bank has a governance framework for information technology and security with oversight by the Information Technology Strategy Committee, which is a Board-level committee chaired by an independent director. The security strategy at the Bank is based on the principle of defense in depth and the information technology risk framework of the Bank enunciates three lines of defense with clearly defined roles and responsibilities. The Bank has dedicated units responsible for information security, information technology risk management and financial crime prevention, which are independent of the business units.

In striving to provide high availability and continuity of services to its customers, including high availability of customer-facing information technology systems, the Bank has a Business Continuity Management and Disaster Recovery Policy for timely recovery of its information technology systems in the event of any disaster or contingency.

To monitor its systems, the Bank has an information technology Command Center (which includes Network Operation Center). This is supported by the resilience in the design and redundancy at every layer in the Bank’s information technology infrastructure (servers, storage and network). The Bank has processes for change management, identity management, access management and security operations, and these processes are periodically reviewed and refined to keep them abreast of emerging risks and to implement commensurate controls to mitigate such risks. The Bank has a fully equipped disaster recovery setup in place at remote location(s), which is subject to periodic disaster recovery drills. Further, stringent gating controls are followed when introducing new applications.

The Bank continuously reviews and takes measures to enhance its information technology resilience in terms of application architecture, network and infrastructure.

Third Party Risk

The Board has approved Outsourcing Policies (Business and Information Technology) to oversee the governance around outsourcing activities. Based on these Policies, the Board and senior management are responsible for outsourcing operations and for managing risks inherent in such outsourcing activities. The Board has constituted an Outsourcing Committee, which approves new outsourcing activities, undertakes periodic reviews and implementation of the Outsourcing Policies, and performs other functions in support of the Outsourcing Policies.

Information Technology Risk

Information Technology risk refers to potential negative outcomes that may arise from the use of information technology systems and processes. Information technology risk includes the risk of business disruption and the risk of data breach.

The management of information technology risk is governed by the information technology risk management policy which is an annexure to the Board-approved operational risk management policy. The information technology risk management policy is applicable across the Bank including the overseas branches, ensuring a clear accountability and responsibility for the management and mitigation of information technology risk, developing a common understanding of the key information technology processes and facilitating the information technology group to improve internal controls in information technology operations. The Board has constituted an Information Technology Strategy Committee for reviewing risks associated with the various technology solutions of the Bank.

The key elements in the information technology risk management process are developing policies and frameworks in various areas of information technology operations for risk identification and assessment, risk measurement, risk monitoring and risk mitigation.

See also “Risk Factors—Risks Relating to Technology—We face security risks, including denial of service attacks, hacking, social engineering attacks targeting our colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure”.

Anti-Money Laundering Controls

The Bank has implemented Know Your Customer/ Anti-Money Laundering/ Combating of Financing of Terrorism controls in accordance with the provisions under the Prevention of Money Laundering Act, 2002, rules promulgated thereunder and directions issued by the regulators from time to time.

Implementation of these controls includes the formulation of a Group Know Your Customer, Anti-Money Laundering and Combatting Financing of Terrorism policy that establishes the standards of Anti-Money Laundering/Combating of Financing of Terrorism compliance and is applicable to all activities of the Bank including its Strategic Business Units in India, overseas branches and banking & non-banking subsidiaries; oversight by the Audit Committee on the implementation of the Anti-Money Laundering framework; appointment of a wholetime director to ensure overall compliance with the obligation under PMLA; appointment of a senior level officer as the Principal Officer who has the responsibility of monitoring day-to-day implementation of the Anti-Money Laundering framework; implementation of adequate Know Your Customer procedures, which includes the screening of customer names with sanctions lists and other negative lists issued by the regulators, as applicable, and customer risk categorization to classify the customers as high, medium or low risk; risk-based transaction monitoring and regulatory reporting procedures through automated applications; implementation of appropriate mechanisms to train employees’ and create customer awareness of the Know Your Customer, Anti-Money Laundering and Combatting Financing of Terrorism policy. With an objective to identify, assess and understand the money laundering and terrorist financing risks faced and adopt effective risk mitigation measures following the risk based approach, the Bank has formulated a Money Laundering/Terrorists Financing Risk Assessment Framework.

See also “Risk Factors—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal.” and “Risk Factors—Risks Relating to Our Business—Negative publicity could damage our reputation and adversely impact our business and financial results and the prices of our equity shares and ADSs.” See also “Legal and Regulatory Proceedings.” See also “Supervision and Regulation—Regulations Relating to Know Your Customer and Anti-Money Laundering.”

Cyber Security

Risk Management and Strategy

The Bank is exposed to a broad range of cybersecurity risks that have become increasingly complex, persistent and sophisticated. These include threats such as denial-of-service attacks, hacking, malware intrusions, ransomware, data corruption, identity theft and social engineering attacks—some of which specifically target our employees, customers, and third-party vendors. Such incidents may result in the unauthorized access, use, disclosure, modification, or destruction of confidential information, disruption of our operations, and could have a materially adverse effect on our business operations, financial results, legal standing, and reputation.

Our business operations are critically dependent on the secure processing, transmission, and storage of confidential and proprietary information across our technology infrastructure, which includes our internal data centers and the systems of various third-party service providers. Customers access our services through multiple channels, including personal computers, mobile devices and other endpoints that lie outside our managed environment and are inherently vulnerable to external cybersecurity threats. As a result, both our infrastructure and customer interfaces are exposed to evolving threats, including cyber-attacks by criminal syndicates, state-sponsored entities, insider threats, and other malicious actors.

We continue to witness heightened cybersecurity risks, driven by rapid digitalization, proliferation of emerging technologies and the increasing use of digital channels for conducting financial transactions. Our cyber-risk landscape is further complicated by technological advancements such as AI and quantum computing. While AI can be leveraged to enhance data processing, customer service, and operational efficiency, it can also be used by adversaries to identify system vulnerabilities more rapidly and launch adaptive, real-time attacks that evade conventional detection mechanisms.

Quantum computing, once commercially viable, could potentially compromise existing encryption protocols, posing a significant threat to data confidentiality.

Cybersecurity risks are further exacerbated by our reliance on third parties, including service providers, vendors, and financial market infrastructure. A technology failure, cyber incident, or breach at any of these third parties could adversely affect our ability to conduct business, manage risk exposures, or meet regulatory obligations. In addition, increased sectoral interconnectedness and consolidation amplify systemic risks, as a compromise at one institution may have cascading effects across financial ecosystems.

The Bank has established a comprehensive cybersecurity framework designed to protect the confidentiality, integrity, and availability of information assets. This includes:

Our strategy also includes robust cyber-risk awareness programs. We have implemented customer-facing controls that allow real-time self-management of critical security parameters such as card limits and access permissions. Awareness initiatives are regularly conducted through campaigns that educate customers on safe banking practices in digital environments. Internally, the Bank runs a comprehensive Security Awareness Program to train employees on threat identification, phishing prevention, and secure data handling practices.

The Bank’s cybersecurity policies and processes are benchmarked against multiple regulatory and industry frameworks, including the Reserve Bank of India’s Cybersecurity Framework, NCIIPC Guidelines, the FFIEC Cybersecurity Assessment Tool, SEBI and IRDA cybersecurity guidelines, as well as global standards such as the NIST Cybersecurity Framework. Our cybersecurity policies are reviewed and approved annually by the Board of Directors to ensure the policies remain current and effective in the context of emerging risks.

Governance

The Bank has instituted a dedicated cybersecurity governance structure that clearly defines roles, responsibilities, and oversight mechanisms. The Board of Directors assumes ultimate responsibility for cybersecurity oversight, which it delegates through the Information Technology Strategy Committee. The Information Technology Strategy Committee is responsible for ensuring that the Bank has established effective mechanisms to identify, assess, manage, and mitigate cybersecurity risks. It also reviews updates on key risk indicators, threat landscape developments, and cybersecurity incident summaries.

The operational execution of the Bank’s cybersecurity strategy is led by the Chief Information Security Officer, who brings more than 26 years of domain experience across retail banking, treasury, internet and mobile banking platforms, securities markets, and IT governance. The Chief Information Security Officer leads the Information Security Group, which comprises specialized teams in cyber defence operations, incident response, regulatory compliance, and vulnerability management.

The Chief Information Security Officer and Information Security Group leadership team provide quarterly briefings to the Information Technology Strategy Committee, covering threat intelligence, incident trends, cyber risk assessments, and status updates on security initiatives. The Information Security Group staff undergo regular training and certification, and participate in industry-wide cybersecurity forums to stay abreast of evolving threat vectors and regulatory expectations.

Cybersecurity is embedded in the Bank’s enterprise risk management framework and is assessed alongside operational, reputational, and third-party risks. All technology implementations and digital products undergo security assessments before deployment. The Bank also conducts periodic tabletop exercises simulating cyber incidents to validate its incident response, communication, and stakeholder coordination procedures.

Vendor and third-party risk is actively managed through a formal due diligence and continuous monitoring framework, which includes evaluating a vendor or third party’s cybersecurity posture, breach notification protocols, and alignment with the Bank’s data protection requirements. Cybersecurity obligations are embedded in contracts with service providers to ensure timely incident reporting and mitigation cooperation.

Cybersecurity Incidents

During the fiscal year 2025, the Bank did not identify any cybersecurity incident that materially affected, or is reasonably likely to materially affect, our business strategy, operations or financial condition. However, consistent with industry-wide experience, we have faced multiple attempted attacks, including targeted phishing, credential harvesting, and DDoS attacks aimed at disrupting customer access to our digital platforms. These attempts were promptly detected and mitigated by the Bank’s cybersecurity infrastructure without any known data compromise or service disruption.

Despite our preparedness and layered controls, we recognize that no security framework is immune to breach. Attack techniques are constantly evolving, often leveraging previously unknown vulnerabilities or exploiting human error. Sophisticated adversaries may possess significant resources and employ highly targeted methods that can bypass traditional security defences. Some threats may go undetected for extended periods and be discovered only after a breach has occurred.

The Bank continues to invest in strengthening its security infrastructure, improving resilience, and enhancing response capabilities. Significant resources are dedicated to modernizing defences, including AI-based analytics, behaviour-driven anomaly detection, and zero-trust architecture components. We remain vigilant in identifying and addressing emerging threats, including those arising from supply chain exposures, third-party dependencies, and cross-border regulatory developments.

Audit

The Internal Audit Group, governed by a Group Audit Charter and Internal Audit Policy approved by the Board of Directors, provides independent, objective assurance on the effectiveness of internal controls, risk management and corporate governance and suggests improvements. It helps us accomplish our objectives by evaluating and improving the effectiveness of risk management, internal controls and governance processes, through a systematic and disciplined approach. The Internal Audit Group acts as an independent entity and reports to the Audit Committee of the Board.

The Internal Audit Group maintains staff with sufficient knowledge, skills, experience and professional certifications. It deploys audit resources with expertise in audit execution and adequate understanding of business activities. An assessment of the quality of assurance provided by the Internal Audit Group is conducted through an independent external firm once every three years. The processes within the Internal Audit Group are certified under ISO 9001-2015.

The Internal Audit Group has adopted a risk-based audit methodology in accordance with the Reserve Bank of India guidelines. The risk-based audit methodology is outlined in the Internal Audit Policy. An annual risk-based audit plan is drawn up based on the risk-based audit methodology and is approved by the Audit Committee of the Board. Accordingly, the Internal Audit Group undertakes a comprehensive audit of all business centers, business groups and other functions in accordance with the risk-based audit plan. Resources required for implementing the risk-based audit plan are also approved by the Audit Committee.

The Internal Audit Group also has a dedicated team responsible for information technology and information security (including cyber security) audits. The annual audit plan covers various components of information technology including applications, infrastructure, information technology governance/risk management and information technology general controls. Cyber security is a key focus area for audit, and activities undertaken by the information security function are also subjected to audit.

The Reserve Bank of India requires banks to have a process of concurrent audits of risk sensitive areas identified as per specific business models. Centralized Processing Centers are required to be under purview of concurrent audit. The coverage of business centers/business areas under purview of concurrent audit and scope of work to be entrusted to concurrent auditors are required to be approved by the Audit Committee. In adherence with the requirements, the Internal Audit Group has put in place a systematic and structured approach for concurrent audit covering a review of high-risk financial transactions originated by domestic business centers, throughout India. Additionally, domestic business centesr having high volume of high-risk financial transactions are under purview of separate concurrent audit. Various other areas including treasury related functions and trade finance transactions are also under purview of concurrent audit. Concurrent audits are also carried out at centralized and regional processing centers and at centralized operations units with a focus on areas that are identified as needing transaction testing and also to test the existence of and adherence to internal controls. Some of the head office functions are also under purview of continuous audit. The details of the concurrent audit coverage are outlined in the annual risk-based audit plan, approved by the Audit Committee.

The audit of overseas banking subsidiaries and domestic non-banking subsidiaries is carried out by a dedicated team of resident auditors attached to the respective subsidiaries/or by an internal audit team of the Bank. These audit teams functionally report to the Audit Committees of the respective subsidiary and to the Internal Audit Group of the Bank. The audit of overseas branches and representative offices is carried out by audit teams consisting of auditors from India as well as a resident auditor based at the Singapore branch. International operations outsourced to India are audited by a team of internal auditors in India.

Legal and Regulatory Risk

We are involved in various litigations and are subject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We are also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. Any uncertainty as to the enforceability of the obligations of our customers and counter-parties, including the enforcement of collateral, creates legal risk.

Changes in laws and regulations could adversely affect us. Legal risk is higher in new areas of business or when using new means to conduct existing business where the law is often untested by the courts. We seek to minimize legal risk by our Legal Group providing/reviewing legal documentation and advising on legal risks for our transactions, products and services.

See also “Risk Factors—Risks Relating to Our Business—We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our financial performance and the prices of our equity shares and ADSs”, “Risk Factors—Risks that arise as a result of our presence in a

highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal.” and “—Legal and Regulatory Proceedings”.

Risk Management Framework for International Operations

We have adopted a risk management framework for our international banking operations, including overseas branches, our International Financial Services Centre Banking Unit and Offshore Banking Unit. Under the framework, the Bank’s credit, investment, asset liability management and anti-money laundering policies apply to all the overseas branches, our International Financial Services Centre Banking Unit and Offshore Banking Unit, with modifications to meet local regulatory or business requirements. These modifications may be made with the approval of our Board of Directors or the committees designated by the Board of Directors. The overseas branches are governed by their respective Risk Appetite Framework approved by the Board and the overall bank-wide policies. In addition, there are also branch level policies, frameworks and limits structures as appropriate Policies at the overseas banking subsidiaries are approved by Board of Directors of the respective subsidiaries and are framed in consultation with the related groups in the Bank as per the risk management framework.

The Compliance Group oversees regulatory compliance at the overseas branches, its International Financial Services Centre Banking Unit and Offshore Banking Unit. Compliance risk assessments, including the key risk indicators pertaining to domestic and overseas branches, are presented to the Risk Committee of our Board of Directors on a periodic basis. Management of regulatory compliance risk is an integral component of the governance framework at the Bank and its subsidiaries along with the internal control mechanisms.

Risk Management in Certain Subsidiaries

ICICI Bank UK

ICICI Bank UK is exposed to key risks including credit, market, liquidity, operational, outsourcing, compliance, and reputation risks.

The Board of Directors of ICICI Bank UK is responsible for oversight and control of the functioning of ICICI Bank UK, and for approving major policies including the risk management framework and risk appetite framework. ICICI Bank UK has implemented its Board-approved Internal Capital Adequacy Assessment and Internal Liquidity Adequacy Assessment processes in compliance with regulatory requirements and maintains adequate capital and liquidity buffers.

Various executive committees provide day-to-day oversight on key risks, with periodic monitoring at both the executive and Board/Board committee levels. All business activities are conducted within the approved risk appetite and policy framework.

ICICI Bank Canada

ICICI Bank Canada faces risks such as credit, market, operational, structural interest rate, liquidity, compliance, and reputation risks. ICICI Bank Canada has developed an Enterprise Risk Management Framework to identify, measure, and monitor these risks effectively.

The Board of Directors of ICICI Bank Canada has oversight on all risks and has established committees with specific mandates for oversight over the various risks.

The Risk Committee of ICICI Bank Canada’s Board has delegated the operational responsibility for credit risk, market risk and operational risk management to the Management Credit Committee, Asset Liability Committee and Non-Financial Risk Committees, respectively, within the broad parameters and limits laid down in the Enterprise Risk Management Framework and its various annexures (namely, the Corporate and Commercial Credit and Recovery Policy, Retail Credit Recovery Policy, Residential Mortgage Underwriting Policy, Market Risk Management Policy, Liquidity Management Policy and Operational Risk Management Policy).

ICICI Securities Primary Dealership

ICICI Securities Primary Dealership is a primary dealer and has Government of India securities as a significant proportion of its portfolio. The Corporate Risk Management Group at ICICI Securities Primary Dealership has developed comprehensive risk management policies which seek to manage the risks generated by the activities of the organization. The Corporate Risk Management Group develops and maintains models to assess market risks which are constantly updated to capture the dynamic nature of the markets. The Corporate Risk Management Group also participates in the evaluation and introduction of new products and business activities.

ICICI Securities Primary Dealership has a Board level Risk Management Committee which is chaired by an Independent Director and comprises members of its Board of Directors. The Risk Management Committee is responsible for analyzing and monitoring the risks associated with the different business activities of ICICI Securities Primary Dealership and overseeing adherence to the risk and investment limits set by its Board of Directors.

ICICI Prudential Life Insurance Company

The risk governance structure of ICICI Prudential Life Insurance Company consists of its Board, Board Risk Management Committee, Executive Risk Committee and its subcommittees. The Board, on the recommendation of the Board Risk Management Committee, has approved the risk policy which covers the identification, measurement, monitoring and control standards relating to various individual risks, namely investment (market, credit and liquidity), insurance, reputation and operational (including legal, compliance, outsourcing, customer dissonance, business continuity, information and cyber security) risks. The Board periodically reviews the potential impact of strategic risks such as changes in macro-economic factors, government policies, regulatory environment and tax regime on the business plan of the ICICI Prudential Life Insurance Company.

In addition to these risks, the life insurance industry faces sustainability risks related to environmental, social and governance issues, including climate change. The risk management framework of the ICICI Prudential Life Insurance Company seeks to identify, measure and control its exposures to all these risks within its overall risk appetite. Accordingly, sustainability risks, including climate-related risks, are integrated in the risk management framework of ICICI Prudential Life Insurance Company.

The risk policy sets out the governance structure for risk management at ICICI Prudential Life Insurance Company. The Board Risk Management Committee, which consists of non-executive directors, formulates the risk management policy, including asset liability management, monitors all risks across various lines of business and establishes appropriate systems to mitigate such risks. The Board Risk Management Committee also defines ICICI Prudential Life Insurance Company’s risk appetite, review its risk profile, oversees the effective operation of the risk management system and advises the Board on key risk issues.

The Executive Risk Committee, which comprises senior management, is responsible for assisting the Board and the Board Risk Management Committee in their risk management duties by guiding, coordinating and overseeing compliance with the risk management policies and, in particular, is jointly responsible along with the Product Management Committee for the approval of all new products launched by ICICI Prudential Life Insurance Company.

The risk management model of ICICI Prudential Life Insurance Company comprises a four-stage continuous cycle, namely identification and assessment, measurement, monitoring and control of risks. ICICI Prudential Life Insurance Company’s risk policy details the strategy and procedures adopted to follow the risk management cycle at the enterprise level.

A risk report detailing the key risk exposures faced by ICICI Prudential Life Insurance Company and mitigation measures is placed before the Board Risk Management Committee on a quarterly basis.

ICICI Lombard General Insurance Company Limited

ICICI Lombard General Insurance Company Limited is principally exposed to risks arising out of the nature of business underwritten, credit and market risk on its total investment assets as well as the credit risk it carries on its reinsurers. In respect of business risk, ICICI Lombard General Insurance Company Limited seeks to diversify its insurance business across product classes, industry sectors and geographical regions with focus on achieving a balance between the corporate and retail business mix to achieve favorable claim ratio and risk diversification. ICICI Lombard General Insurance Company Limited has a risk retention and reinsurance policy. ICICI Lombard General Insurance Company Limited also has the ability to limit its risk exposure by way of re-insurance and co-insurance arrangements.

Investments of the ICICI Lombard General Insurance Company are governed by the investment policy approved by its Board of Directors within the norms stipulated by the IRDAI.

ICICI Lombard General Insurance Company Limited also has various subcommittees to monitor risks and associated mitigations related to environmental social and governance risks, product management risks, operational risks, market risks, outsourcing risks and other core risks. ICICI Lombard General Insurance Company Limited continues to closely watch the evolving situation for appropriate risk mitigation and management.

Loan Portfolio

Our gross loan portfolio increased by 12.2% from Rs. 12,830.5 billion at year-end fiscal 2024 to Rs. 14,389.3 billion at year-end fiscal 2025. At year-end fiscal 2025, 91.5% of our gross loans were rupee loans. See also “Operating and Financial Review and Prospects—Financial Condition—Assets—Advances”.

Collateral—Completion, Perfection and Enforcement

Our loan portfolio largely consists of corporate finance and working capital loans to corporate borrowers, loans to retail customers, including home loans, automobile loans, commercial business loans, personal loans and credit card receivables and agricultural financing. Our unsecured loans primarily include personal loans, credit card receivables and loans to higher-rated corporate borrowers. For loans which are secured, we generally stipulate that the loans should be collateralized at the time of loan origination. However, it should be noted that obstacles within the Indian legal system can create delays in enforcing collateral. See also “Risk Factors—Risks Relating to Our Business—If the level of our non-performing assets increases and the overall quality of our loan portfolio deteriorates, our business will suffer”. In India, there are no regulations stipulating loan-to-collateral limits, except in the case of home loans and loans against gold ornaments and jewellery.

Secured consumer loan portfolio

Secured consumer loans for the purchase of assets, such as mortgage loans and automobile loans are secured by the assets being financed (predominantly property and vehicles).

Depending on the type of borrower and the asset being financed, the borrower may also be required to contribute towards the cost of the asset. Accordingly, the security value is generally higher than the loan amount at the date of loan origination.

For other secured consumer loans, such as loans against property and property overdrafts, we generally require collateral of 125.0% of the loan amount at origination.

Commercial loans

The Bank generally requires collateral at origination for commercial loans. We may also extend unsecured facilities in certain circumstances. Such circumstances may include working capital limits outside consortium, short term requirements of the borrower, regulatory norms/restrictions on taking security and facilities where adequate structural comforts are available to mitigate the envisaged credit risks and retail loans such as credit cards and personal loans. We also provide unsecured loans to higher rated, well-established corporates. The collateral for project and other corporate loans are usually immovable assets which are typically mortgaged in the Bank’s favor, or movable assets, which are typically hypothecated or pledged in the Bank’s favor, except for projects such as road/airport and other concession-based projects. These security interests must be perfected by the registration of these interests within time limits stipulated under the Companies Act with the Registrar of Companies pursuant to the provisions of the Companies Act, 2013 when borrowers are constituted as companies. Security interests upon immovable property are generally required to be registered with the relevant Sub- Registrar in terms of the Registration Act, 1908. This registration amounts to a constructive public notice of the security interests. We may also take security of a pledge of financial assets like marketable securities and obtain corporate guarantees and personal guarantees and sponsors wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsor shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding. Covenants involving equity shares generally have a top-up mechanism based on price triggers. See also “Risk Factors—Risks Relating to Our Business—The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us which may result in failure to recover the expected value of collateral security exposing us to a potential loss”.

The Bank generally requires collateral value at 150.0% of the outstanding loan amounts for loans to real estate companies and lease rental discounting facilities. Our lease rental discounting facility is a loan facility offered to borrowers where the loans are granted against confirmed future lease rental payments to be received by the borrowers. Further, the Bank has also laid down limits for unsecured exposures which restrict the exposure to unsecured facilities.

For working capital facilities, the current assets of borrowers are generally taken as collateral. Each borrower is required to declare the value of current assets periodically. The borrower’s credit limit is subject to an internally approved ceiling that applies to all borrowers.

Additionally, in some cases, we may take further security on fixed assets, a pledge of financial assets like marketable securities, or obtain corporate guarantees and personal guarantees of sponsors wherever appropriate. We also accept post-dated checks or cash (by way of term deposits of the Bank duly lien-marked in our favor) as additional comfort for the facilities provided to various entities. The Bank has an internal framework for updating the collateral values of commercial loans on a periodic basis. In the case of lending under consortium banking arrangement, a valuation report is obtained as per the timelines stipulated by the lead bank. The Bank is generally entitled, by the terms of security documents, to enforce security and appropriate the proceeds towards the borrower’s loan obligations without reference to the courts or tribunals unless a client makes a reference to such courts or tribunals to challenge such enforcement. As per the credit policy of the Bank, we comply with the extant regulatory guidelines with respect to collateral valuation in the case of non-performing accounts.

In case of consumer installment loans, we obtain direct debit mandates or post-dated checks towards repayment on pre-specified dates. Post-dated checks, if dishonored, may entitle us on occurrence of certain events to initiate quasi-criminal proceedings against the issuer of the checks. We are also adopting an online dispute-resolution mechanism (entailing mediation, conciliation or arbitration or combination thereof administered by an independent institution) for speedy resolution of claims and disputes of certain retail assets and services as an alternative to approaching courts or tribunals. Such online dispute-resolution mechanism and its continuing usage will be subject to changes in law or court decisions.

We recognize that our ability to realize the full value of the collateral is affected adversely by, among other things, delays in bankruptcy proceedings, delays in the legal system, objections raised by borrowers or other interested third persons, defects in the perfection of collateral (including due to inability to obtain approvals that may be required from various persons, agencies or authorities) and fraudulent transfers by borrowers and other factors, including current legislative provisions or changes thereto and past or future judicial pronouncements. The value and time to dispose the collateral could also be impacted by policy decisions. In addition, the Bank generally has a right of set-off for amounts due to us from these facilities. The Bank generally requires its working capital loan customers to submit data on their working capital position on a regular basis, so that we can take any actions required before the loan becomes impaired. On a case-by-case basis, we may also stop or limit the borrower from drawing further credit from its facility.

Loan Pricing

Based on the guidelines of the Reserve Bank of India, all rupee loans extended by Banks and credit limits renewed with effect from April 1, 2016 are required to be priced with reference to marginal cost of funds based lending rate. As required by the guidelines, we publish the ICICI Bank marginal cost of funds-based lending rate for various tenures on a monthly basis.

The Reserve Bank of India’s Master Direction – Interest Rate on Advances mandates banks to link all new floating rate personal or retail loans (e.g., housing loans or auto loans) and floating rate loans to micro, small and medium enterprises extended by banks to specified external benchmarks. The interest rate of external benchmark linked floating rate loans shall be reset at least once in three months. For borrowers other than retail and micro, small and medium enterprises, the Bank has the option to offer floating rate loans linked to external benchmark or marginal cost of funds based lending rate. Currently, ICICI Bank links its external benchmark linked floating rate loans to the Reserve Bank of India repo rate.

Subsidiaries, Associates and Joint Ventures

The following table sets forth certain information relating to our subsidiaries, joint ventures and consolidated entities at year-end fiscal 2025.

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At year-end fiscal 2025, all of our subsidiaries and joint ventures were incorporated in India, except the following five companies:

ICICI Securities Holdings Inc., incorporated in the United States;
ICICI Securities Inc., incorporated in the United States;
ICICI Bank UK PLC, incorporated in the United Kingdom;
ICICI Bank Canada, incorporated in Canada; and
ICICI International Limited, incorporated in Mauritius.
ICICI Securities Holdings Inc. is a wholly owned subsidiary of ICICI Securities and ICICI Securities Inc. is a wholly owned subsidiary of ICICI Securities Holdings Inc.
ICICI Securities Holdings Inc. and ICICI Securities Inc. are consolidated in ICICI Securities’ financial statements.

The following table sets forth certain information on our affiliates whose results were included in the consolidated financial statements under Indian GAAP at year-end fiscal 2025.

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Technology

Technology organization

Dedicated technology teams are responsible for the implementation and support of technology platforms and solutions used across various business functions. There are specific technology verticals which are focused on specialized technology functions such as core, data and intelligence, customer engagement, employee engagement and federation. The technology infrastructure team is responsible for facilitating the technology infrastructure across data centers, networks and cloud infrastructure. The Technology Management Group is a team which is responsible for the technology strategy of the Bank including implementation of enterprise architecture. Our startup engagement and investment team seeks to leverage innovation in the startup and technology ecosystem.

In fiscal 2025, we continued to invest in key technology solutions that enhance our business and operational capabilities. Our technology priorities are driven by our objective of improving customer digital experiences across multiple touchpoints, including by revamping our internet-facing and mobile interfaces. We are focused on platform integration to enable seamless onboarding and faster processing, along with the in-housing of applications to strengthen monitoring and security controls. We are consistently upgrading and strengthening our technology infrastructure with a goal to maintain a secure, stable and resilient infrastructure and improve operational efficiency. Business process optimization is occurring through adoption of intelligent automation platforms including robotic processes and Optical Character Recognition capabilities which has enabled efficiency across business and operational functions. These have brought about faster turnaround time as well as enabling increased capacity for handling transaction volumes and customer requirements. As part of our technology strategy, we focus on creating an enterprise architecture framework across digital platforms, data and analytics, micro services-based architecture, cloud computing, cognitive intelligence and other emerging technologies. This is based on the founding pillars of scalability, resilience and security, and creating delightful and digitally native customer experiences to enable sustainable profitable growth. The key priorities that dominate our technology requirements include our technology platforms, embedded banking, cloud adoption and data platforms and analytics.

We have a dedicated Data Science and Analytics Group that works across business areas on projects relating to business analytics, decision strategies, forecasting models, machine learning, rule engines and performance monitoring. We maintain a comprehensive enterprise-wide data warehouse and employ statistical and modelling tools for leading-edge analytics.

In driving an innovation and start-up mindset, we have set up an Innovation Centre to collaborate with and invest in fintech startups and co-develop products aligned with the Bank’s digital roadmap. The engagements with the startups are focused on payments, digital lending, customer experience, risk management and platforms.

Digital platforms and journeys for retail customers

Our retail internet banking platform and our mobile banking application, iMobile, are designed to meet the overall needs of our customers. Our retail internet banking interface offers adaptable features, while iMobile Pay's open architecture ensures seamless payments via the unified payments interface.

The redesigning of retail internet banking and the iMobile app enhances overall usability by offering improved control, customization and a unified digital experience. The iMobile app prioritizes accessibility with a user-friendly interface for easy navigation and access to over 400 services including account management, fund transfers, bill payments, deposits management and investments. Enhanced features such as Unified Payments Interface (“UPI”) for NRIs, smart scan and voice search simplify transactions and boost accessibility. Security feature of the iMobile app, such as SmartLock allows its customers to temporarily block/unblock various banking channels such as UPI, internet banking, iMobile app and debit/credit cards, all with a single click enhancing security. ICICI Bank’s mobile app strategy aims to deliver a convenient, secure and personalized banking experience.

iLens, ICICI Bank’s lending solution, is an integrated loan processing platform for retail loans. It is an end-to-end digital lending platform covering the entire loan life cycle, starting from onboarding to disbursement with the objective of providing superior transaction experience and enhanced operational efficiency. During fiscal 2025, credit cards were also added on the iLens platform in addition to mortgage loans, personal loans and education loans. This is expected to further enable us to provide enhanced customer experience and increase our ability to capture the entire customer ecosystem in a simplified, frictionless and digital manner, thereby creating value for the customers and the Bank.

Digital payments and partnerships

We have continued to strengthen our efforts in creating a seamless digital journey with user-friendly experiences. Partnerships with technology companies and platforms with large customer bases and operational excellence offer unique opportunities for growth and enhancing service delivery and customer experience.

FASTag is an electronic toll collection system in India operated by the National Highways Authority of India through prepaid radio frequency identification tags. We are one of the leading banks in electronic toll collection on highways through FASTag. We have not only pioneered the usage of FASTag for toll payments at various national and state highway but also expanded the usage of FASTag for parking payments at airports, malls, and tech parks across the country. ICICI Bank Fastag's auto-recharge feature ensures seamless toll payments by topping up the prepaid account automatically when the balance is low, facilitating hassle-free commuting.

We have partnerships with various leading companies to offer co-branded credit cards. We offer these credit cards to both our customers as well as non-ICICI Bank account holders. We aim to provide comprehensive solutions to the new-to-bank customers that have been acquired through these credit cards. The growth in credit card transactions was driven by higher activation rate and effective portfolio management, facilitated by digital customer onboarding processes.

Digital platforms and solutions for rural customers

We use imagery from observation satellites to measure an array of parameters related to the land, irrigation and crop patterns which is used in combination with demographic and financial parameters to make expeditious lending decisions for farmers. This has helped in reducing the time for credit assessment.

Technology in debt service management

Our debt servicing practice has been built on the core of leveraging technology and advanced data analytics that enables us to reach customer using non-intrusive channels at an optimal cost. We cover over 35% of our early defaults through risk-based models using contactless channels i.e. interactive voice bot, smart interactive voice response (“IVR”) calls, WhatsApp and short messaging service (“SMS”) campaigns in more than 14 languages. We have been using various digital payment solution that help collect over 84% of payments digitally. For our rural portfolio, we use satellite-based images and data algorithms to monitor crop growth which helps enhance our collection efficiencies.

Digital platforms and journeys for business banking customers, merchant ecosystem and ecommerce ecosystem

Our digital platform, InstaBIZ, is a one-stop solution for all business banking needs. We have seen an increase in the engagement level of customers on the InstaBIZ app. Any customer can now open current account instantly through Know Your Customer Video (“video KYC”) in a seamless, paperless manner. Customers can apply for loans, avail instant overdraft, manage export-import transactions, get merchant banking solutions, make instant bill and tax payments and use other services through the InstaBIZ app. The newly introduced feature—SmartLock— allows the customers to temporarily block/unblock various banking channels such as UPI, internet banking, iMobile app and debit/credit cards, all with a single click enhancing security.

In fiscal 2025, the Bank launched DigiEase, a digital onboarding platform for business banking customers to provide a seamless onboarding experience. The platform leverages integration with various public data infrastructure under single workflow for seamless retrieval and validation of data digitally, ensuring data reliability and operational efficiency with reduced turnaround time. The platform aims to provide complete visibility across every stage of the customer journey, beginning with onboarding, continuing through sanctioning and disbursement and extending into portfolio monitoring.

Our Trade Online platform allows customers to perform most of their trade finance and foreign exchange transactions, such as regularization of bill of entry and export bills, accessing letters of credit and fixed deposit backed bank guarantees, accessing export credit, and facilitating import and export bill collections digitally. ICICI Bank has strengthened its Trade Application Programme Interface (“API”) suite—a major step in digitizing trade transactions to support our growing trade ecosystem. By integrating directly with clients' enterprise resource planning (“ERP”) systems, the Trade API suite enables automated transaction initiation and reconciliation, elimination of manual intervention, and significant reduction in processing time, thereby offering clients a faster, secure, and seamless experience.

Our strategy in the merchant ecosystem space focuses on onboarding merchants with known and assessable credit worthiness through our comprehensive acquiring platforms including Point of Sale (“POS”), UPI, payment gateway and payout solutions. To support this strategy, the Bank has made strategic investments in building in-house merchant acquiring platforms. This platform empowers retailers, online businesses and large e-commerce firms with omni-channel collection and payment capabilities, seamlessly integrated with the bank. The platform also enables the Bank to integrate the latest available payment devices, ensuring merchants have access to technology for enhanced transaction experiences. We are continuously enhancing our merchant product suite in a fast-evolving competitive landscape to meet the dynamic needs of our customers.

Additionally, merchants benefit from connected banking services, which enable instant reconciliation by seamlessly integrated banking with their accounting systems.

The e-commerce ecosystem lends significant opportunities for us to offer digital solutions to customers and merchants selling their goods through e-commerce websites. Our ‘Cardless Equated Monthly Instalment’ facility enables our pre-approved customers to convert their transactions into equated monthly installments at the check-out section of the e-commerce website or mobile application. Some key solutions offered to e-commerce entities and their sellers include an overdraft facility, composite pay APIs enabling payments through various channels, foreign currency fixed deposit, working capital and easy payment solutions. For customers utilizing e-commerce platforms, we offer solutions such as digital wallets, prepaid cards and co-branded credit cards.

Digital platforms and solutions for corporate and institutional customers and their ecosystems

“ICICI STACK for Corporates” in over 20 key industries offers comprehensive solutions to corporates and their ecosystem like channel partners, dealers, vendors, employees and other stakeholders, thus bringing the full range of banking services to the customer. Platforms offered to corporate customers as a part of ICICI STACK for Corporates include Corporate Internet Banking, Escrow Management, Trade Online and FX Online, and other platforms.

Trade Emerge, a comprehensive digital platform, is a one-stop solution offering a wide range of services for all the trade-related needs of exporters and importers. Trade Emerge is accessible through Corporate Internet Banking, InstaBIZ and Trade Online to ensure that all the banking and other trade requirements of exporters and importers are fulfilled within the ICICI ecosystem. The Digi-Escrow platform modernizes traditional escrow services by offering a seamless digital experience. The Bank is also enhancing journeys on cash management and trade digital platforms.

Further, corporates are increasingly seeking scalable and efficient supply chain finance solutions. ICICI Bank addresses these needs through its comprehensive suite of platforms including OneSCF, FSCM, CorpConnect, and DigitalLite. These platforms deliver comprehensive digital onboarding for supply chain partners, end-to-end visibility from payments to collections, automated data reconciliation, real-time dashboards, and a secure, paperless transaction environment.

Our treasury-trading infrastructure has an internet protocol telephony-based architecture. We have enhanced our existing process of automation in the treasury business, thus reducing trading risks and enhancing market competitiveness. The iTreasury feature on our corporate internet banking platforms offers a unified, intuitive, one-view dashboard to corporates to meet their treasury requirements.

Technology in customer relationship management

During fiscal 2025, the Bank has enhanced its Customer Relationship Management (“CRM”) platform, iCRM. The transformed iCRM is a comprehensive cross-functional unified CRM platform across internal stakeholders such as business centers and service centers. The platform connects ICICI Bank employees to data and key customer information across the Bank. Designed for both web and mobile platforms, it presents a holistic view of customer engagement history in a consolidated manner, enabling teams to better understand customer needs and preferences and offer suitable banking solutions.

Data Center and Disaster Recovery System

We have two captive data centers located in Hyderabad designed to optimize energy efficiency and support high server densities. In addition, we maintain a co-located facility in Hyderabad, which acts as a near-site recovery point for critical systems. We also have a disaster recovery data center in Jaipur. Further, we are enhancing our capacity through new data centers in Mumbai, hosted at co-location facilities.

Additionally, our information technology infrastructure is hosted on public cloud platforms and supports critical aspects of our business, including data storage, computing capacity, and software delivery. These systems are monitored around the clock to detect anomalies and ensure prompt incident response. Disaster recovery drills, including failover and failback exercises, are conducted at regular intervals to ascertain the readiness of our systems and validate recovery time and point objectives. We have developed business continuity plans that support the continued operation of critical business functions during a disaster. These plans are aligned with the guidelines issued by the Reserve Bank of India and have been approved by our Board of Directors. These plans are tested periodically to ensure effectiveness.

Competition

We face competition in all our principal areas of business from Indian and foreign commercial banks, housing finance companies, non-banking financial companies, new differentiated banks in the private sector such as payments banks and small finance banks, non-bank entities offering retail payments and other services, mutual funds and investment banks. We seek to gain competitive advantage over our competitors by offering products and services that are in the interest of our customers, using technology, building customer relationships, enhancing distribution in a seamless manner and developing an aligned team of highly motivated and skilled employees. We evaluate our competitive position separately in respect of our products and services for retail and corporate customers.

Commercial banks in India meet the short-term financial needs, or working capital requirements, of industry, trade and agriculture, provide long-term financing to sectors like infrastructure and provide retail loan products. At March 31, 2025, there were approximately 140 commercial banks in the country.

Commercial Banking Products and Services for Retail Customers

In the retail markets, competition has traditionally been from foreign and Indian commercial banks, non-banking financial companies and housing finance companies. In recent years, competition is also emerging from new types of banks that have entered the financial market such as small finance banks and payments banks and non-bank entities offering payments and other services.

Non-financial companies, particularly international technology companies including large e-commerce players and internet-based service providers, are increasing their presence in the financial sector and are offering payment platforms and select services. We are currently partnering with some of these entities to jointly offer payment and credit products and services. Some or all of these entities, which have substantially more resources than us and other Indian banks, may eventually seek a larger share of the banking and financial services market in India. ICICI Bank is also undertaking various initiatives in developing an enhanced technology architecture such as a focus on platforms and digitization, continuous investments in innovations and security features to be able to respond to the needs of customers with agility.

We seek to compete in the retail market through a comprehensive product portfolio and effective distribution channels, which include digital channels, branches and partnerships. We seek to build a localized understanding of market requirements through analytics and develop an efficient distribution and resource allocation strategy. We offer a comprehensive suite of products and services to customers. These include savings, investment, credit and protection products based on customer needs, along with convenient payment and transaction banking services. We continuously strive to adopt a ‘Fair to Customer, Fair to Bank’ approach across all our businesses.

Commercial Banking Products and Services for Agricultural and Rural Customers

In our commercial banking operations for agricultural and rural customers, we face competition from public sector banks that have large branch networks in rural India. Other private sector banks and non-banking finance companies have also increased their focus on rural markets. We also face competition from specialized players such as rural-focused financial institutions and micro-finance companies. The Reserve Bank of India has issued licenses to specialized small finance banks, which have higher directed lending targets compared to banks and will compete in the rural and unorganized sectors.

We seek to compete in this business based on our product strategy, capturing ecosystems, technological capabilities and having multiple channels and an approach to holistically meet the financial needs of customers in this segment.

Commercial Banking Products and Services for Corporate Customers

We seek to compete in this segment based on our service and prompt turnaround time that we believe are faster than public sector banks, as well as the improvement in our funding base and optimization in our funding cost in recent years which enables us to participate profitably in higher rated corporate credit. We seek to compete with the large branch networks of the public sector banks through our multi-channel distribution, ecosystem branches and technology-driven delivery capabilities.

We compete with foreign banks in cross-border trade finance based on our wider geographical reach in India relative to foreign banks and our technology-based customized trade financing solutions enabling most transactions to be undertaken digitally. We have leveraged our balance sheet size, wider branch network, technological capabilities and our international presence to compete in treasury-related products and services.

Other private sector banks also compete in the corporate banking market on the basis of efficiency, service delivery and technology. However, we believe that our size, capital base, established corporate relationships, wider geographical reach and ability to use technology to provide innovative, value-added products and services provide us with a competitive edge.

Commercial Banking Products and Services for International Customers

In our international operations, we face competition from Indian public sector banks with overseas operations, foreign banks with products and services targeted at non-resident Indians and Indian businesses and other service providers such as remittance services. Foreign banks have become more competitive in providing financing to Indian businesses leveraging their strength of access to lower cost foreign currency funds. We seek to position ourselves as an Indian bank offering products and services focused on non-resident Indians, capturing the ecosystem of multi-national corporates and India-linked trade and funds corridors with an extensive distribution network in India, to gain competitive advantage. We seek to leverage our technology capabilities developed in our domestic businesses to offer convenience and efficient services to our international customers. We also seek to leverage our established relationships with Indian corporations in our international business.

Insurance and Asset Management

Our insurance and asset management businesses face competition from existing dominant public sector players as well as dominant private sector players. We believe that our subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Prudential Asset Management Company Limited and ICICI Lombard General Insurance Company Limited, have built product, distribution and risk management capabilities, achieving competitive market positions in their respective businesses. We believe that the ability to leverage ICICI Bank’s retail franchise and distribution network is a key competitive advantage for our insurance and asset management subsidiaries.

Employees

At year-end fiscal 2025, we had 182,665 employees, including sales executives, employees on fixed term contracts and interns. Of these, ICICI Bank employed 130,957 employees at year-end fiscal 2025. Of our 182,665 employees at year-end fiscal 2025, 113,072 were professionally qualified, holding degrees in management, accountancy, engineering, law, computer science, economics or banking.

We dedicate a significant amount of senior management time in ensuring that employees remain highly motivated and are aligned to the organization’s core employee proposition. Employee compensation is linked to performance of the Bank and we encourage the involvement of our employees in the overall performance and profitability of the Bank. Performance and succession planning systems have been instrumental in assisting management in career development. Management believes that it has good working relationships with its employees.

ICICI Bank pays performance-linked retention pay to its front-line employees and junior management and performance bonus to its middle and senior management. Performance-linked retention pay aims to reward front-line and junior managers mainly on the basis of skill maturity attained through experience and continuity in role which is a key differentiator for customer services. The Bank uses a higher proportion of variable pay at senior levels and lower variable pay at front-line staff and junior management levels. The quantum of bonus for an employee does not exceed a certain percentage of the total fixed pay in a year. Within this percentage, if the bonus exceeds a predefined limit, a part of the bonus is deferred and paid over a period. Senior managers and employees in senior management are also given employee stock options as variable pay. The deferred portion of variable pay pertaining to the assessment year or previous years (as defined in the policy) is subject to malus, under which the Bank prevents vesting of all, or part or none of the unvested variable pay in the event of assessed divergence in the Bank’s provisioning for non-performing assets exceeding the prescribed threshold, or in the event of reasonable evidence of deterioration in financial performance, or in the event of gross misconduct and/or other acts as mentioned in the policy. In such cases (other than assessed divergence), variable pay already paid out may also be subjected to claw back arrangements, as applicable. See also “Management—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme”.

ICICI Bank has training centers, where various training programs designed to meet the changing skill requirements of its employees are conducted. These training programs include orientation sessions for new employees and management development programs for mid-level and senior executives. The training centers regularly offer courses conducted by faculty, both national and international, drawn from industry, academia and ICICI Bank’s own organization. Training programs are also conducted for developing functional as well as managerial skills. Products and operations training are also conducted through web-based training modules. ICICI Bank has focused on providing blended learning solutions to the employees. Digital and behavioral learning interventions have been introduced along with functional trainings for various business groups in retail, wholesale, transaction banking and others. These programs are customized and presented after detailed need analysis based on role, vintage and functions. The Bank has worked for creating a structure where every role under each business unit has suitable learning programs.

In addition to basic compensation, employees of ICICI Bank are eligible to receive loans from ICICI Bank at subsidized rates and to participate in its provident fund and other employee benefit plans. See also “Management—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme”.

Properties

Our existing registered office is located at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, India. Our corporate headquarters are located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400051, Maharashtra, India.

ICICI Bank had a domestic branch network consisting of 6,983 branches, 16,285 ATMs and cash recycler machines at March 31, 2025 as compared to 6,523 branches, 17,190 ATMs and cash recycler machines at March 31, 2024. In addition to branches, extension counters and ATMs, ICICI Bank has 63 administrative offices, including our registered office at Vadodara and our corporate headquarters at Mumbai, 67 processing centers and 46 currency chests.

We also provide residential facilities to employees in India. At March 31, 2025, we owned 446 apartments for providing residential facilities to our employees.

Legal and Regulatory Proceedings

We are involved in various litigations and are subject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We are also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. We are involved in a number of legal proceedings and regulatory relationships in the ordinary course of our business, some of which have resulted in penalties imposed on and paid by us in the past.

Penalty imposed by the Reserve Bank of India from April 1, 2024 to March 31, 2025.

The Bank also adheres to the anti-money laundering requirements as specified by the regulators of respective geographies. The Bank’s anti-money laundering framework is subject to audit by the Internal Audit Department and their observations are reported to the Audit Committee at regular intervals.

In addition, the Bank received a notice dated July 17, 2023 from the Directorate of Enforcement for Adjudication proceedings under FEMA 1999 in connection with a Show Cause Notice received in 2015 for Overseas Direct Investment transaction undertaken by a customer of the Bank (i.e. Aamby Valley Limited - AVL) in 2010 and was directed to appear at a personal hearing which was scheduled on August 21, 2023. During the hearing, the legal counsel representing the Bank sought permission for inspection of documents/records relied upon by Directorate of Enforcement. A follow-up letter in this regard was also sent on September 28, 2023. The Directorate of Enforcement, through its letter dated May 29, 2025, has confirmed that the inspection of documents may be conducted on any working day, subject to securing a prior appointment. The Bank, through its letter dated June 11, 2025, has requested the Directorate of Enforcement to fix a date for inspection and/or taking copies of the documents/records maintained by the Directorate of Enforcement at any convenient time between July 2 and July 7, 2025.

ICICI Bank and it’s Ex-Managing Director & CEO had received a show cause notice dated May 23, 2018 (“SCN 1”), from SEBI under Rule 4(1) of the Securities Contracts (Regulations) (Procedure for Holding Inquiry and imposing penalties by Adjudicating Officer) Rules, 2005, requiring responses on matters relating to alleged non-compliance with certain provisions of the erstwhile Listing Agreement and the SEBI Listing Regulations. ICICI Bank submitted its reply to SEBI on August 23, 2018, and responded to further requisition for information from SEBI, including attending personal hearings. On November 19, 2020, SEBI issued a modified show cause notice to ICICI Bank (“MSCN”), response to which was submitted on February 12, 2021.

During FY2025, SEBI issued a show cause notice dated February 13, 2025 to ICICI Bank revising the earlier show cause notice with respect to the provisions of penalty applicable and decoupled the ICICI Bank matter from that of the Ex-Managing Director & CEO. ICICI Bank has submitted its response to SEBI through letter dated February 27, 2025, and appeared for personal hearing and responded to queries raised by the adjudicating officer. Pursuant to order dated May 2, 2025, passed by the Securities Appellate Tribunal (“SAT”) in an appeal filed by the Ex-Managing Director & CEO, SEBI through letter dated June 4, 2025, directed ICICI Bank to ensure compliance with the directions set out in the order passed by the Securities Appellate Tribunal. ICICI Bank has approached SEBI for certain clarifications. A response from SEBI is awaited.

Contingent tax liability

At year-end fiscal 2025, our contingent tax liability was assessed at an aggregate of Rs. 160.7 billion (March 31, 2024: Rs. 103.5 billion), mainly pertaining to income tax, interest tax, service tax, goods and services tax and sales tax/value added tax demands by the Government of India’s tax authorities for past years. We have appealed or are in the process of filing an appeal against each of these tax demands. Based on consultation with counsel, favorable decisions in our own cases/advance rulings in other similar cases or as per ICICI Group’s internal assessment as set out below, management believes that the tax authorities are not likely to be able to substantiate their tax assessments and, accordingly, we have not provided for these tax demands at year-end fiscal 2025. Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by us.

Of the contingent tax liability of Rs. 160.7 billion (March 31, 2024: Rs. 103.5 billion):

Based on judicial precedents in case similar to ICICI Group’s, and upon consultation with the tax counsel, we believe that it is more likely than not that our tax position will be sustained and accordingly, no provision has been made in the accounts.

The above contingent liabilities do not include Rs. 133.7 billion (March 31, 2024: Rs. 141.1 billion), considered as remote and therefore, are not required to be disclosed as contingent liability. Of the total disputed tax demands classified as remote, amount consisting of Rs. 60.2 billion (March 31, 2024: Rs. 19.0 billion) pertains to ICICI Lombard General Insurance Company Limited mainly relating to disallowance of provision for insurance claims, disallowance for non-deduction of tax on certain expenses, disallowance of exempt Income, non-payment of goods and services tax on co-insurance premium, re-insurance commission, motor salvage and reimbursement, Rs. 49.5 billion (March 31, 2024: Rs.49.5 billion) pertains to the demand of incorrect tax rate considered by tax authority for FY2021, Rs. 21.8 billion (March 31, 2024: Rs. 25.9 billion) pertained mainly to the deduction of bad debts, broken period interest and levy of penalties which are covered by favorable Supreme Court of India decisions in own/other cases, and Rs. 2.2 billion (March 31, 2024: Rs. 4.1 billion) pertains to error requiring rectification by tax authorities.

Litigation

A number of litigations and claims against ICICI Bank and its directors are pending in various forums. The claims on ICICI Bank mainly arise in connection with civil cases involving allegations of service deficiencies, property or labor disputes, fraudulent transactions, economic offences and other cases filed in the normal course of business. We are also subject to counterclaims arising in connection with our enforcement of contracts and loans. A provision is created where an unfavorable outcome is deemed probable and in respect of which a reliable estimate can be made. In view of the inherent unpredictability of litigation and for cases where the claim amount sought is substantial, the actual cost of resolving litigations may be substantially different from the provision held.

We held a total provision of Rs. 1,085 million at year-end fiscal 2025 for 696 cases with claims totaling to Rs. 2.4 billion, where an unfavorable outcome was deemed probable and in respect of which a reliable estimate could be made.

For cases where an unfavorable outcome is deemed to be reasonably possible but not probable, the amount of claims is included in contingent liabilities. At year-end fiscal 2025, such claims amounted to a total of Rs. 3.7 billion relating to 73 cases. It was not possible to estimate the possible loss or range of possible losses for these cases due to the nature of the cases and other external factors. For cases where the possibility of an unfavorable outcome is deemed remote, we have not made a provision, nor have we included the amount of the claims in these cases in contingent liabilities.

In some instances, civil litigants have named our directors as co-defendants in legal proceedings against ICICI Bank. There were 32 such cases at year-end fiscal 2025. Management believes, based on consultation with counsel, that the claims and counterclaims filed against us in the above legal proceedings that are assessed as remote are frivolous and untenable and their ultimate resolution will not have a material adverse effect on our results of operations, financial condition or liquidity. Based on a review of other litigations by Legal Group, management believes that the outcome of such other matters will also not have a material adverse effect on our financial position, results of operations or cash flows.

At year-end fiscal 2025, there were 159 ongoing litigations (including those where the likelihood of our incurring liability is assessed as “probable”, “possible” and “remote”), each involving a claim of Rs. 10 million or more against us, with an aggregate amount of Rs. 779.5 billion (to the extent quantifiable and including amounts claimed jointly and severally from us and other parties).

For proceedings filed by the Ex-Managing Director & CEO relating to her termination, see “Risk Factors—Risks that arise as a result of our presence in a highly regulated sector —The Board of Directors of the Bank has, pursuant to an independent enquiry, taken action against the Ex-Managing Director & CEO. In the event the Bank is found by any of the enquiries in the matter by government and regulatory agencies to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory actions that may result in legal and reputation risk for the Bank.”

We cannot predict the timing or form of any future regulatory or law enforcement initiatives, which we note are increasingly common for international banks, but we would expect to co-operate with any such regulatory investigation or proceeding.

American Depositary Receipt Fees and Payments

Fees and Charges Payable by Holders of our ADSs

The fees and charges payable by holders of our ADSs include the following:

Additionally, under the terms of our deposit agreement, the depositary is entitled to charge each registered holder the following:

In the case of cash distributions, fees are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depositary with respect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs held in brokerage and custodian accounts (via DTC). In the case of distributions other than cash (i.e., stock dividends, etc.), the depositary charges the applicable ADS record date holder concurrently with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date ADS holders.

If any tax or other governmental charge is payable by the holders and/or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Bank may withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or all of the deposited securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.

Fees and Other Payments Made by the Depositary

Under the amendment to an agreement previously entered into with the depositary, Deutsche Bank Trust Company Americas, the depositary pays certain amounts to us and waives fees and expenses for services provided in exchange for the Deutsche Bank Trust Company Americas acting as the depositary for the ADR program. We may use these payments to cover annual expenses incurred by the Bank towards investor relations or other expenses related to the ongoing maintenance of the ADR program. The amount of payment to us is tied to the amount of fees the depository collects from ADR holders, with certain exceptions. The ADR program fee pertaining to fiscal 2024, which will be received in fiscal 2025 (net of withholding tax and other outstanding invoice), is US$ 0.7 million.

SELECTED STATISTICAL INFORMATION

The following information should be read together with our financial statements included in this report as well as “Management Discussion and Analysis of Financial Condition and Results of Operations”.

Average Balance Sheet

The average balances are the sum of daily average balances outstanding. The yield on average interest-earning assets is the ratio of interest earned to average interest-earning assets. The cost of average interest-bearing liabilities is the ratio of interest expended to average interest-bearing liabilities. The average balances of advances include non-performing advances and are net of allowance for loan losses. We have re-calculated tax-exempt income on a tax-equivalent basis. Other interest income, which includes interest on tax refunds and income from swaps has been bifurcated into rupee and foreign currency amounts in order to facilitate the explanation of movements of rupee and foreign currency spreads and margins. These swaps are not part of our trading portfolio and are undertaken by us to manage the market risk arising from our assets and liabilities.

The following table sets forth, for the periods indicated, the average balances of the assets and liabilities, which contribute to the major components of interest earned, interest expended and net interest income.