{"url_path":"/sec/ibn/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 Exhibits","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1103838/0000950103-26-010820-index.html","accession_number":"0000950103-26-010820","cik":"0001103838","ticker":"IBN","issuer_name":"ICICI BANK LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1103838/0000950103-26-010820-index.html","primary_entity_key":"0001103838","primary_entity_name":"ICICI BANK LTD"},"word_count":211412,"has_tables":true,"body_markdown":"Item 19\nExhibits\nExhibit Index and Attached Exhibits\n**268**\n\n****\n\n** **\n\n2\n\n[Table of Contents](#a_050)\n\n**Certain\nDefinitions**\n\nIn this annual report, all references to “we”,\n“our”, and “us” are to ICICI Bank Limited and its consolidated subsidiaries and other consolidated entities under\ngenerally accepted accounting principles in India (“Indian GAAP”). In the financial statements contained in this annual report\nand the notes thereto, all references to “the Company” are to ICICI Bank Limited and its consolidated subsidiaries and other\nconsolidated entities under Indian GAAP.\n\nReferences to specific data applicable to particular\nsubsidiaries or other consolidated entities are made by reference to the name of that particular entity. References to the “amalgamation”\nare to the amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with ICICI Bank. References to “Sangli\nBank” are to The Sangli Bank Limited prior to its amalgamation with ICICI Bank, effective April 19, 2007. References to “Bank\nof Rajasthan” are to the Bank of Rajasthan Limited prior to its amalgamation with ICICI Bank, effective from the close of business\nat August 12, 2010.\n\nReferences to “ICICI Bank” and “the\nBank” are to ICICI Bank Limited on an unconsolidated basis. References to a particular “fiscal” year are to the year\nended on March 31 of such a year. Unless otherwise indicated, all references to the “Board of Directors” and the “Board”\nare to the board of directors of ICICI Bank. References to “ICICI Group” are to ICICI Bank and its subsidiaries and other\nconsolidated entities.\n\nAll references to the “Companies Act”,\nthe “FEMA”, the “Income Tax Act”, the “Banking Regulation Act” and the “Reserve Bank of India\nAct” are, respectively, to the Companies Act, 2013, the Foreign Exchange Management Act, 1999, the Income Tax Act, 1961, the Banking\nRegulation Act, 1949 and the Reserve Bank of India Act, 1934 as passed by the Indian Parliament and as amended from time to time. All\nreferences to “RBI” and the “Reserve Bank of India” are to the central banking and monetary authority of India.\n\nPursuant to the issuance and listing of our securities\nin the United States under registration statements filed with the United States Securities and Exchange Commission (“SEC”),\nwe file annual reports on Form 20-F which must include financial statements prepared under generally accepted accounting principles in\nthe United States (“U.S. GAAP”), or financial statements prepared according to a comprehensive body of accounting principles\nwith a reconciliation of net income and stockholders’ equity to U.S. GAAP. When we first listed our securities in the United States,\nIndian GAAP was not considered a comprehensive body of accounting principles under the United States securities laws and regulations.\nHowever, pursuant to a significant expansion of Indian accounting standards, Indian GAAP constitutes a comprehensive body of accounting\nprinciples. Accordingly, we have included in this annual report, as in the annual reports for fiscal years 2024 through 2026, consolidated\nfinancial statements prepared according to Indian GAAP, with a reconciliation of net income and stockholders’ equity to U.S. GAAP\nand a description of significant differences between Indian GAAP and U.S. GAAP.\n\nOur annual report prepared and distributed to\nour shareholders under Indian law and regulations include unconsolidated Indian GAAP financial statements, management’s discussion\nand analysis of the Bank’s results of operations and financial condition based on the Bank’s unconsolidated Indian GAAP financial\nstatements and our consolidated Indian GAAP financial statements.\n\nThe economic and industry data and information\npresented in this document are sourced from government statistical releases, press releases and notifications by the Government of India,\nthe Reserve Bank of India and other regulators, data available on the websites of the Government of India, Reserve Bank of India, other\nregulators and industry bodies.\n\n3\n\n[Table of Contents](#a_050)\n\nCertain terms are used interchangeably\nthroughout this annual report and, unless the context or a specific note indicates a distinct measurement basis, should be\nunderstood to have the same meaning wherever they appear. these include, without limitation, “term deposit” and\n“time deposit”; “stockholders’ equity” and “shareholders’ equity”; and\n“advances” and “loans”. Any variation in the usage of such terms is a matter of terminology only and does\nnot denote any difference in meaning, and such terms should be read accordingly.\n\nRupee amounts for fiscal 2026 have been translated\ninto USD using the exchange rate of Rs. 93.83 = USD 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at\nMarch 31, 2026.\n\n**Forward-Looking\nStatements**\n\nWe have included statements in this annual report\nwhich contain words or phrases such as “will”, “would”, “aim”, “aimed”, “will likely\nresult”, “is likely”, “are likely”, “believe”, “expect”, “expected to”,\n“will continue”, “will achieve”, “anticipate”, “estimate”, “estimating”, “intend”,\n“plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”,\n“propose to”, “future”, “objective”, “goal”, “project”, “should”,\n“can”, “could”, “may”, “will pursue” and similar expressions or variations of such expressions\nthat may constitute “forward-looking statements”. These forward-looking statements involve a number of risks, uncertainties\nand other factors that could cause actual results, opportunities and growth potential to differ materially from those suggested by the\nforward-looking statements. These risks and uncertainties include, but are not limited to, the actual growth in demand for banking and\nother financial products and services in the countries in which we operate or where a material number of our customers reside; the level\nand direction of interest rates, the yield on our loans and investments and the cost of our funding; future levels of non-performing and\nrestructured loans and any increased provisions and regulatory and legal changes relating to those loans; our ability to successfully\nimplement our strategies, including our growth strategy, our strategic use of technology and the internet and our strategy for resolution\nof non-performing assets; the resilience of our technology infrastructure; the continued service of our senior management; the outcome\nof 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\ninternal or independent inquiries or regulatory or governmental investigations; our expansion or increased presence in areas such as small\nbusiness and unsecured retail lending; our exploration of merger and acquisition opportunities; our ability to integrate recent or future\nmergers or acquisitions into our operations and manage the risks associated with such acquisitions to achieve our strategic and financial\nobjectives; our ability to manage the increased complexity of the risks that we face in our international operations; our growth and expansion\nin domestic and overseas markets; our status as a systemically important bank in India; our ability to maintain enhanced capital and liquidity\nrequirements; the adequacy of our allowance for credit and investment losses; our ability to market new products; investment income; cash\nflow projections; the impact of any changes in India’s credit rating; the impact of any new accounting standards or new accounting\nframework; our ability to implement our dividend payment practice; the impact of changes in banking and insurance regulations and other\nregulatory changes in India and other jurisdictions on us, including changes in regulatory intensity, supervision and interpretations;\nthe state of the global financial system and systemic risks; the bond and loan market conditions and availability of liquidity amongst\nthe investor community in these markets; the nature of credit spreads and interest spreads from time to time, including the possibility\nof increasing credit spreads or interest rates; our ability to roll over our short-term funding sources and our exposure to credit, market,\nliquidity and reputational risks. We undertake no obligation to update forward-looking statements to reflect events or circumstances after\nthe date thereof.\n\nIn addition, other factors that could cause actual\nresults to differ materially from those estimated by the forward-looking statements contained in this annual report include, but are not\nlimited to, the monetary and interest rate policies of India and the other markets in which we operate, general economic and political\nconditions in India, southeast Asia, and the other countries which have an impact on our business activities or investments, political\nor financial instability in India or any other country caused by any factor including hostilities in our region or in other parts of the\nworld, terrorist attacks or social unrest, man-made or natural disasters and catastrophes, climate change events, inflation, deflation,\n\n4\n\n[Table of Contents](#a_050)\n\nunanticipated turbulence in interest rates, changes or volatility in\nthe value of the rupee, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in general,\nchanges in domestic and foreign laws, regulations and taxes, changes in competition and the pricing environment in India and regional\nor general changes in asset valuations. For a further discussion of the factors that could cause actual results to differ, see the discussion\nunder “Risk Factors” contained in this annual report.\n\n5\n\n[Table of Contents](#a_050)\n\n**Market\nPrice Information**\n\n**Equity Shares**\n\nOur outstanding equity shares are currently listed\nand traded on the BSE Limited, and the National Stock Exchange of India Limited.\n\nAt June 30, 2026, total 7,173,615,744 equity shares\nwere outstanding. The prices for equity shares as quoted in the official list of each of the Indian stock exchanges are in Indian rupees.\n\nAt June 30, 2026, there were 2,210,311 holders\nof record of our equity shares, of which 5,457 had registered addresses in the United States and held an aggregate of 3,126,641 equity\nshares.\n\n**American Depositary Shares (“ADSs”)**\n\nOur ADSs, each representing two equity shares,\nwere originally issued in March 2000 in a public offering and are listed and traded on the New York Stock Exchange under the symbol IBN.\nThe equity shares underlying the ADSs are listed on the BSE Limited and the National Stock Exchange of India Limited.\n\nAt June 30, 2026, we had 575 million ADSs, equivalent\nto about 1,150 million equity shares, outstanding. At June 30, 2026, there were 192,745 record holders of our ADSs, out of which 69 have\nregistered addresses in the United States.\n\n*See also “Risk Factors—Risks Relating\nto ADSs and Equity Shares—Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares\nand ADSs*”.\n\n6\n\n[Table of Contents](#a_050)\n\n**Risk\nFactors**\n\n*You should carefully consider the following\nrisk factors as well as other information contained in this annual report in evaluating us and our business.*\n\n**Summary**\n\nOur business is subject to various risks and uncertainties.\nThese risks include, but are not limited to, the following:\n\n**Risks relating to India and other economic\nand market risks**\n\n·A prolonged slowdown in economic growth in India could cause our business to suffer.\n\n·Financial instability in other countries, particularly countries where we have established operations,\ncould adversely affect our business.\n\n·Any downgrade of India’s debt rating or the rating of our senior unsecured foreign currency debt\nby an international rating agency could adversely affect our business, liquidity and the prices of our equity shares and ADSs.\n\n·Any adverse impact on India’s external trade account due to continued elevated prices of oil and other petroleum products, or\nany widening of the current account deficit, outflow of foreign capital or exchange rate volatility, could adversely affect the Indian\neconomy, which could adversely affect our business.\n\n·The banking and financial markets in India are still evolving, and the Indian financial system could experience\ndifficulties, which could adversely affect our business and the prices of our equity shares and ADSs.\n\n·A significant change in the Government of India’s policies, including economic policies, fiscal\npolicies and structural reforms, could adversely affect our business and the prices of our equity shares and ADSs.\n\n·Natural disasters, climate change and health epidemics could adversely affect the Indian economy, or the\neconomy of other countries where we operate, which could adversely affect our business and the prices of our equity shares and ADSs.\n\n·If global or regional hostilities, terrorist attacks, or social unrest in India or elsewhere increase,\nour business and the prices of our equity shares and ADSs could be adversely affected.\n\n**Risks that arise as a result of\nour presence in a highly regulated sector**\n\n·The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory\naction against us, whether formal or informal.\n\n·We may be subject to fines, restrictions or other sanctions for regulatory compliance failures, which\nmay adversely affect our financial position or our ability to expand our activities.\n\n·We and our employees are at risk of inquiries or investigations by regulatory and enforcement authorities, which may adversely\naffect our reputation, lead to increased regulatory scrutiny, cause us to incur additional costs or adversely affect our ability to conduct\nbusiness.\n\n·We are subject to the directed lending requirements of the Reserve Bank of India, which may also involve\nbuying related certificates at a premium to meet the annual targets, and any shortfall in meeting these requirements may be required to\nbe invested in Government of India schemes that yield low returns, thereby\n\n7\n\n[Table of Contents](#a_050)\n\nimpacting our profitability. We may\nalso experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality of\nour loan portfolio, our business and the prices of our equity shares and ADSs.\n\n·We are subject to capital adequacy requirements stipulated by the Reserve Bank of India, including Basel\nIII, as well as general market expectations regarding the level of capital adequacy large Indian private sector banks should maintain,\nand any inability to maintain adequate capital due to changes in regulations, a lack of access to capital markets, or otherwise may impact\nour ability to grow and support our businesses.\n\n·We are subject to liquidity requirements of the Reserve Bank of India as well as those of banking regulators\nin our overseas locations, and any inability to maintain adequate liquidity due to changes in regulations, a lack of access to capital\nmarkets, or otherwise may impact our ability to grow and support our businesses.\n\n·Changes in the regulation and structure of the financial markets in India may adversely impact our business.\n\n·The opportunities for growth in our international operations and our ability to repatriate capital from\nthese operations may be limited by the local regulatory environments.\n\n·Our subsidiaries are subject to supervision and regulation by various Indian financial sector regulators such as the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India and the Pension Fund Regulatory and Development Authority.\n\n·Adoption of a different basis of accounting or new accounting standards may result in changes in our reported\nfinancial position and results of operations for future and prior periods.\n\n**Risks relating to our business**\n\n·If the level of our non-performing assets increases and the overall quality of our loan portfolio deteriorates,\nour business will suffer.\n\n·Our loan portfolio includes exposures such as long-term project finance loans, real-estate-linked loans\nand commodity sector loans, which are particularly vulnerable to risks such as completion risk, commodity price cycle risk and other related\nrisks.\n\n·We have a concentration of loans to certain customers, borrower groups and sectors, and if a substantial\nportion of these loans become non-performing, the overall quality of our loan portfolio, our business and the prices of our equity shares\nand ADSs could be adversely affected.\n\n·The value of our collateral may decrease or we may experience delays in enforcing our collateral when\nborrowers default on their obligations to us, which may result in failure to recover the expected value of collateral security exposing\nus to a potential loss.\n\n·Our banking and trading activities are particularly vulnerable to interest rate risk and movements in\ninterest rates could adversely affect our net interest margin, the value of our fixed-income portfolio, our income from treasury operations,\nthe quality of our loan portfolio and our financial performance.\n\n·Our inability to effectively manage credit, market or liquidity risk and inaccuracy of our valuation models\nand accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds.\n\n·Our funding is primarily short-term and if depositors do not roll over deposited funds upon maturity,\nour business could be adversely affected.\n\n8\n\n[Table of Contents](#a_050)\n\n·A determination against us in respect of disputed tax assessments may adversely impact our financial performance.\n\n·Negative publicity could damage our reputation and adversely impact our business and financial results\nand the prices of our equity shares and ADSs.\n\n·The exposures of our international branches and banking subsidiaries could generally affect our business,\nfinancial condition and results of operations.\n\n·Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks\nthat may adversely affect our business.\n\n·Commission, exchange and brokerage income, profit on foreign exchange transactions and other sources of\nfee income are important elements of our profitability, and regulatory changes or changes in market conditions could cause these income\nstreams to decline and adversely impact our financial performance.\n\n·Our industry is very competitive, and our strategy depends on our ability to compete effectively.\n\n·There is operational risk associated with the financial industry, which, when realized, may have an adverse\nimpact on our business.\n\n·Our failure to establish, maintain and apply adequate internal controls over financial reporting could have a material adverse effect\non our reputation, business, financial condition or results of operations.\n\n·We and our customers are exposed to fluctuations in foreign exchange rates.\n\n·We may seek opportunities for growth through acquisitions, divest our existing businesses, or be required\nto undertake mergers by the Reserve Bank of India and could face integration and other acquisitions risks.\n\n·We depend on the accuracy and completeness of information about customers and counterparties.\n\n·We are involved in various litigations. Any final judgment awarding material damages against us could\nhave a material adverse impact on our financial performance and the prices of our equity shares and ADSs.\n\n·We continue to expand our branch network and any inability to use these branches productively may have\nan adverse impact on our growth and profitability.\n\n·We depend on the knowledge and skills of our senior management. Any inability to attract and retain them\nand other talented professionals or any loss of senior management or other talented professionals may adversely impact our business.\n\n**Risks relating to technology**\n\n·The growing use of technology in banking and financial services creates additional risks of competition,\nreliability and security.\n\n·We face security risks, including denial of service attacks, misuse of privilege access by insiders, hacking,\nsocial engineering attacks targeting our colleagues and customers, malware intrusion or data corruption attempts, and identity theft that\ncould result in the disclosure of confidential information, adversely affect our business or reputation, and creating significant legal\nand financial exposure.\n\n·System failures or system downtime could adversely impact our business.\n\n9\n\n[Table of Contents](#a_050)\n\n**Risks relating to our insurance subsidiaries**\n\n·Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of our\nshareholding or make further investments in these companies as required may adversely impact our business and the prices of our equity\nshares and ADSs.\n\n·While our insurance businesses are an important part of our business, there can be no assurance of their\nfuture rates of growth or levels of profitability.\n\n·Actuarial experience and other factors could differ from assumptions made in the calculation of life actuarial\nreserves and other actuarial information.\n\n·Loss reserves for our general insurance subsidiary’s business are based on estimates as to future\nclaims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely affect\nthe operation of our general insurance subsidiary.\n\n·The financial results of our insurance companies could be materially adversely affected by the occurrence\nof a catastrophe and/or various climate change events.\n\n**Risks relating to ADSs and equity shares**\n\n·ADS holders may be restricted in their ability to exercise voting rights and your ability to withdraw\nequity shares from the depositary facility is subject to delays and legal restrictions.\n\n·Your holdings may be diluted by additional issuances of equity, and any dilution may adversely affect\nthe market prices of our equity shares and ADSs.\n\n·You may be unable to exercise pre-emptive rights available to other shareholders.\n\n·Your ability to sell in India any equity shares withdrawn from the depositary facility, the conversion\nof rupee proceeds from such sale into a foreign currency, and the repatriation of such foreign currency may be subject to delays if specific\napproval of the Reserve Bank of India is required.\n\n·Restrictions on reissuance and deposit of equity shares in the depositary facility could adversely affect\nthe price of our ADSs.\n\n·Certain shareholders own a large percentage of our equity shares, and their actions could adversely affect\nthe prices of our equity shares and ADSs.\n\n·Conditions in the Indian securities market may adversely affect the price or liquidity of our equity shares\nand ADSs.\n\n·Settlement of trades of equity shares on Indian stock exchanges may be subject to delays.\n\n·Because the equity shares underlying ADSs are quoted in rupees in India, you may be subject to potential\nlosses arising out of exchange rate risk on the Indian rupee.\n\n·You may be subject to Indian taxes arising out of capital gains.\n\n·There may be different company information available in Indian securities markets than in securities markets\nin the United States and the continued listing of our securities in US markets is subject to various considerations.\n\n**Risks relating to India and other economic and market risks**\n\n**A prolonged slowdown in economic growth in India could\ncause our business to suffer.**\n\n10\n\n[Table of Contents](#a_050)\n\nWe are heavily dependent upon the state of the\nIndian economy, and a slowdown in growth in the Indian economy could adversely affect our business, our borrowers, our counterparties\nand other constituents, especially if such a slowdown was to be prolonged. India’s gross domestic product is estimated to have grown\nby 7.6% in fiscal 2026 (as per the Second Advance Estimates of the National Statistical Office), compared with the 7.1% in fiscal 2025.\n\nAn economic slowdown and a general decline in\nbusiness activity in India could impose stress on our borrowers’ financial soundness and profitability and thus expose us to increased\ncredit risk.\n\nEconomic growth in India is also influenced by\ninflation, interest rates, external trade and capital flows. The level of inflation or depreciation of the Indian rupee may limit monetary\neasing or cause monetary policy tightening. Any increase in inflation, due to increase in domestic food prices or global prices of commodities,\nincluding crude oil, the impact of currency depreciation on the prices of imported commodities and additional pass through of higher fuel\nprices to consumers, or otherwise, may result in a tightening of monetary policy.\n\nAfter keeping the policy rate unchanged for two\nyears, the monetary policy committee entered into an easing cycle, from February 2025 onwards, by a cumulative amount of 125 basis-points\nreduction in policy rate, of which 100 basis-points were reduced in fiscal 2026, and reduced the cash reserve ratio by 100 basis-points\nfrom 4.0% to 3.0%, implemented in four equal tranches of 25 basis points on September 6, October 4, November 1 and November 29, 2025.\nThe policy stance was briefly changed to ‘accommodative’ in April 2025 and then changed back to ‘neutral’ in June\n2025 and has been unchanged since. Daily average banking system liquidity for fiscal 2026 was at a surplus of approximately Rs. 1,793\nbillion. In fiscal 2026, the Reserve Bank of India injected Rs. 13.3 trillion of durable liquidity into the banking system, through various\nmeans, including by reducing the cash reserve ratio, engaging in open-market operations and conducting foreign exchange swap operations.\nIn the June 2026 meeting, the monetary policy committee maintained the status quo on the policy rate and stance. The Reserve Bank of India,\nin the monetary policy meeting, announced additional measures to attract foreign capital and strengthen the balance of payments. These\nmeasures mainly included a USD - Rupee forex swap facility for fresh Foreign Currency Non-Resident (Bank) (FCNR (B)) deposits till September\n30, 2026, including deposits that are renewed upon maturity, mobilized for a minimum tenor of 3 years and a maximum tenor of 5 years.\nA facility of concessional USD-Rupee forex swap was also announced till December 31, 2026, to incentivize external commercial borrowing\nby public sector undertakings and overseas foreign currency borrowing for a minimum tenor of 3 years and a maximum tenor of 5 years. At\nthe time of maturity of these FCNR (B) deposits and foreign currency borrowings, India may experience outflow of foreign deposits, which\nmay have an impact on exchange rates, banking sector deposits, liquidity and other related factors.\n\nThere are uncertainties\nin the global environment due to geopolitical tensions and trade-related issues between several major global economies. Global trade\ndisputes, tariffs or other protectionist measures and countermeasures could impact trade and capital flows and negatively affect the\nIndian economy, which could adversely affect our business. Global Brent crude oil prices increased substantially following the onset\nof the conflict in West Asia in March 2026. India is a major oil importing country, with significant reliance on oil and natural gas\nimports from West Asia. Therefore, the Indian economy remains exposed to supply and price shocks. See also *“—Risks relating\nto India and other economic and market risks—Any adverse impact on India’s external trade account due to continued elevated\nprices of oil and other petroleum products, or any widening of the current account deficit, outflow of foreign capital or exchange rate\nvolatility, could adversely affect the Indian economy, which could adversely affect our business”*. Sharp and sustained price\nreductions of globally traded commodities such as metals and minerals may negatively impact our\n\n11\n\n[Table of Contents](#a_050)\n\nborrowers in these sectors. Adverse changes to global liquidity conditions,\ncomparative interest rates and risk appetite could lead to significant capital outflows from India, which could adversely affect our business.\nIn fiscal 2026, net outflows of foreign portfolio investments (“FPI”) from India were USD 16.6 billion compared to inflows\nof USD 2.7 billion in fiscal 2025. Developments in technology, such as artificial intelligence (“AI”), may impact businesses,\nincluding ours and our customers’, and influence global and Indian employment markets, with an impact on employment and incomes\nof our existing and potential customers.\n\nAdverse economic conditions in India due to movements\nin global capital, commodity and other markets, changes in business due to technology or adverse impact of any tariffs or natural disasters\ncould result in reduction of demand for credit and other financial products and services, increased competition, and higher defaults among\ncorporate, small business, retail and rural borrowers, which could have a material adverse impact on our business, our financial performance,\nour stockholders’ equity, our ability to implement our strategy and the prices of our equity shares and ADSs.\n\n**Financial instability in other countries, particularly\ncountries where we have established operations, could adversely affect our business.**\n\nThere is a history of financial crises and boom-bust\ncycles in multiple markets in both the emerging and developed economies, which increase risks for all financial institutions, including\nfor our business and results of operations. Global economic changes, such as ongoing geopolitical tensions, increases in tariffs and other\ntrade disputes, as well as volatility in global markets may lead to increased risk aversion and foreign exchange rate movements, which\ncould impact global liquidity and adversely affect our business.\n\nUncertainty around these and related issues could\nlead to adverse effects on the economies in which we operate. Such volatility and negative economic developments could, in turn, materially\nadversely affect our business, prospects, financial conditions or results of operations.\n\nA loss of investor confidence in the financial\nsystems of India or other markets and countries or any financial instability in India or any other market may cause increased volatility\nin the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector, our business and\nour financial performance. We remain subject to the risks posed by the indirect impact of adverse developments in the global economy and\nthe global banking environment, some of which cannot be anticipated and the vast majority of which are not under our control. We also\nremain subject to counterparty risk to financial institutions that fail or are otherwise unable to meet their obligations to us.\n\n**Any downgrade of India’s debt rating or the\nrating of our senior unsecured foreign currency debt by an international rating agency could adversely affect our business, liquidity\nand the prices of our equity shares and ADSs.**\n\nAny adverse revisions to India’s credit\nratings by international rating agencies may adversely impact our business and limit our access to capital markets and adversely impact\nour liquidity position and market perception of the Bank.\n\nWe are rated by Moody’s and Standard and\nPoor’s in international markets.\n\nRating agencies may also change their methodology\nfor rating banks or their assessment of specific parameters, which may impact our ratings.\n\n12\n\n[Table of Contents](#a_050)\n\nOur subsidiary in the United Kingdom is rated\nby Moody’s and any change in our rating or outlook or in the financial position of the subsidiary could impact the rating or outlook\nof our subsidiary.\n\nThere can be no assurance that rating agencies\nwill maintain their views on India’s sovereign rating or that we and our subsidiaries and affiliates will be able to meet the expectations\nof rating agencies and maintain our credit ratings. See also “*—Risks relating to our business—Our inability to effectively\nmanage credit, market or liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on\nour earnings, capitalization, credit ratings and cost of funds*”.\n\n**Any adverse impact on India’s external trade\naccount due to continued elevated prices of oil and other petroleum products, or any widening of the current account deficit, outflow\nof foreign capital or exchange rate volatility, could adversely affect the Indian economy, which could adversely affect our business.**\n\nIndia is vulnerable to developments in its\ntrade account. India imports a majority of its requirements of petroleum oil and petroleum products. If elevated oil price levels or\nvolatility in oil prices continues, as well as the impact of currency depreciation, which makes imports more expensive in local\ncurrency, and the pass-through of such increases to Indian consumers or an increase in subsidies (which would increase the fiscal\ndeficit) there could be a material adverse impact on the Indian economy and the Indian banking and financial system, including\nthrough a rise in inflation and market interest rates, higher trade and fiscal deficits and currency depreciation. During fiscal\n2026, the Rupee depreciated by 10.9% from Rs 85.46 per U.S. Dollar at March 31, 2025 to Rs 94.83 per U.S. Dollar at March 31, 2026\nand further moved to a low Rs. 96.96 per U.S. Dollar at May 20, 2026. Thereafter, the Rupee has appreciated and moved to Rs. 94.33\nper U.S. Dollar at June 18, 2026, supported by the measures announced by the Reserve Bank of India to attract flow of foreign\ncurrency deposits and borrowings into India and also due to moderation in crude oil prices. Following the re-escalation in West Asia\nin July 2026, the rupee moved to Rs. 96.40 per U.S. Dollar at July 17, 2026. The Indian economy remains exposed to currency\ndepreciation risk due to trade deficits and volatility in capital flows.\n\nIndia’s trade relationships with other countries\nand its trade deficit may adversely affect Indian economic conditions and the exchange rate for the rupee. In fiscal 2024 and 2025, the\ncurrent account deficit was 0.7% and 0.6% respectively of India’s gross domestic product. For fiscal 2026, the current account deficit\nstood at 0.6% of India’s gross domestic product. If current account and trade deficits increase or are no longer manageable because\nof factors impacting the trade deficit, such as slowing global economic growth, tariffs and supply-side constraints, the Indian economy,\nand therefore our business, our financial performance and the prices of our equity shares and ADSs could be adversely affected. Any reduction\nof or increase in the volatility of capital flows may impact the Indian economy and financial markets and increase the complexity and\nuncertainty in monetary policy decisions in India, leading to volatility in inflation and interest rates in India, which could also adversely\nimpact our business, our financial performance, our stockholders’ equity, and the prices of our equity shares and ADSs.\n\nSee also “—*Risks relating to our\nbusiness— We and our customers are exposed to fluctuations in foreign exchange rates*”.\n\n**The banking and financial markets in India are still\nevolving, and the Indian financial system could experience difficulties, which could adversely affect our business and the prices of our\nequity shares and ADSs.**\n\nAs an Indian bank, we are exposed to the risks\nof the Indian financial system, which may be affected by the financial difficulties faced by certain Indian financial institutions because\nthe commercial soundness of many financial institutions may be closely related as a result of credit, trading, clearing or\n\n13\n\n[Table of Contents](#a_050)\n\nother relationships. This risk, which is sometimes referred to as systemic\nrisk, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with which we interact\ndaily. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about\nIndian financial institutions and banks and adversely affect our business. Any such developments may impact credit markets and there could\nbe an adverse impact on the loan portfolios of banks, including us, if customers are no longer able to access financing or refinancing\nfrom these entities or replace such financing or refinancing from other sources, thereby impacting their ability to conduct operations\nor meet their financial obligations. Our transactions with these financial institutions expose us to credit risk in the event of default\nby the counterparty, which can be exacerbated during periods of market illiquidity. See also “*—Risks relating to our business—\nThere is operational risk associated with the financial industry, which, when realized, may have an adverse impact on our business”.*\n\nAs the Indian financial system operates in an\nemerging market, we face risks of a nature and extent not typically faced in more developed economies. Our credit risk may be higher than\nthe credit risk of banks in some developed economies. Our access to information about the credit histories of our borrowers, especially\nindividuals and small businesses, may be less extensive than what is typically available for similar borrowers in developed economies.\nIn addition, the credit risk of our borrowers is often higher than borrowers in more developed economies due to the evolving Indian regulatory,\npolitical, economic and industrial environment. The directed lending norms of the Reserve Bank of India require us to lend a certain proportion\nof our loans to priority sectors, including agriculture and small enterprises, where we are less able to control the portfolio quality\nand where economic difficulties are likely to affect our borrowers more severely. We also purchase priority sector lending certificates\nto meet directed lending requirements, and the cost of purchasing such certificates may increase substantially depending on the demand\nand supply scenario of the certificates. Any shortfall in meeting the priority sector lending targets and sub-targets may be required\nto be allocated to investments yielding sub-market returns. See also “*—Risks that arise as a result of our presence in\na highly regulated sector—We are subject to the directed lending requirements of the Reserve Bank of India, which may also involve\nbuying related certificates at a premium to meet the annual targets, and any shortfall in meeting these requirements may be required to\nbe invested in Government of India schemes that yield low returns, thereby impacting our profitability. We may also experience a higher\nlevel of non-performing assets in our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our\nbusiness and the prices of our equity shares and ADSs*” and “*Supervision and Regulation—Regulations Relating to\nLoans and Advances—Directed Lending*”.\n\nWe may face the risk of deposit runs notwithstanding\nthe existence of a national deposit insurance scheme. Any failure to control such situations in the future could result in high volumes\nof deposit withdrawals, which would adversely impact our liquidity position, disrupt our business and, in times of market stress, undermine\nour financial strength.\n\nWe pursue our banking, insurance and other activities\nin India with all the risks that come with operating in a developing economy. Our activities in India are widespread and diverse and involve\nemployees, contractors, counterparties and customers with widely varying levels of education, financial sophistication and wealth. Although\nwe seek to implement policies and procedures to reduce and manage market risks as well as operational risks within our own organization,\nsome risks remain inherent in doing business in a large, developing country. We cannot eliminate these market and operational risks, which\nmay lead to or exacerbate legal, regulatory or judicial actions, negative publicity or other developments that could reduce our profitability.\nSee also “*—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and\ncompliance environment in the financial sector increases the risk of regulatory action against us, whether formal or informal*”,\n“—*Risks that arise as a result of our presence in a highly regulated sector—We are at risk for inquiries or investigations\nby*\n\n14\n\n[Table of Contents](#a_050)\n\n*regulatory and enforcement authorities, which may adversely affect\nour reputation, lead to increased regulatory scrutiny, cause us to incur additional costs or adversely affect our ability to conduct business*”\nand “—*Risks relating to our business—Entry into new businesses or rapid growth in existing loan portfolios may expose\nus to increased risks that may adversely affect our business*”.\n\n**A significant change in the Government of India’s\npolicies, including economic policies, fiscal policies and structural reforms, could adversely affect our business and the prices of our\nequity shares and ADSs.**\n\nOur business and customers are predominantly located\nin India or are related to and influenced by the Indian economy. The Government of India has traditionally exercised, and continues to\nexercise, a dominant influence over many aspects of the economy. The Government of India’s policies could adversely affect business\nand economic conditions in India, our ability to implement our strategy, the operations of our subsidiaries and affiliates and our financial\nperformance. Successive Governments of India have pursued policies of economic liberalization, including significantly relaxing restrictions\non the private sector and encouraging the development of the Indian financial sector. The leadership of India and the composition of the\nGovernment of India are subject to change, and election results are not predictable. It is difficult to predict the economic policies\nthat will be pursued by Governments of India in the future. In addition, investments by the corporate sector in India may be impacted\nby government policies and decisions including judicial decisions, such as with respect to awards of licenses and resources, access to\nland and natural resources and policies with respect to the protection of the environment. Such policies and decisions may result in delays\nin execution of projects, including those financed by us, and limit new project investments, thereby impacting economic growth.\n\nThe pace of economic liberalization could change,\nand specific laws and policies affecting banking and finance companies, foreign investment, currency exchange and other matters affecting\ninvestment in our securities could change as well. Decisions by the Government of India could impact our business and financial performance.\nThe Government of India announced the introduction of a central bank digital currency (“CBDC”) by the Reserve Bank of India.\nTo further expand its usage, the Reserve Bank of India has proposed allowing non-bank payments system operators to offer CBDC wallets\nin order to make retail CBDC more accessible to a broader segment of users. Any changes in regulations or significant change in India’s\neconomic policies or any market volatility as a result of uncertainty surrounding India’s macroeconomic policies or the future elections\nof its government could adversely affect business and economic conditions in India generally, our business in particular and the prices\nof our equity shares and ADSs could be adversely affected.\n\n**Natural disasters, climate change and health epidemics\ncould adversely affect the Indian economy, or the economy of other countries where we operate, which could adversely affect our business\nand the prices of our equity shares and ADSs.**\n\nIndia has experienced natural disasters such as\nearthquakes, floods and droughts in the past few years. The extent and severity of these natural disasters determine their impact on the\nIndian economy. In particular, climate and weather conditions, such as the level and timing of monsoon rainfall, impact the agricultural\nsector, which constituted approximately 17.7% of India’s gross value added in fiscal 2026. Prolonged spells of below- or above-normal\nrainfall, other natural disasters, or global or regional climate change, could adversely affect the Indian economy and our business, especially\nour rural portfolio. Similarly, global or regional climate change in India and other countries where we operate could result in change\nin weather patterns and frequency of natural disasters like droughts, El Niño, floods and cyclones, which could affect the economy\nof India, the economies of countries where we operate and our operations in those countries.\n\n15\n\n[Table of Contents](#a_050)\n\nHealth epidemics could also disrupt our business,\nour borrowers, our counterparties and other constituents. The emergence of disease pandemics like COVID-19 have caused, and could in the\nfuture cause, economic and financial disruptions. Such disruptions in India and other areas of the world in which we operate could lead\nto operational difficulties, including travel restrictions, that could impact our business and our ability to manage or conduct our business.\nAny future outbreak of health epidemics may impact the quality of our portfolio and result in an increase in our non-performing assets\nand restrict the level of business activity in affected areas, which may in turn adversely affect our business and the prices of our equity\nshares and ADSs.\n\n**If global or regional hostilities, terrorist attacks\nor social unrest in India or elsewhere increase, our business and the prices of our equity shares and ADSs could be adversely affected.**\n\nIndia has from time-to-time experienced hostilities\nboth internally and with neighboring countries. There have been military confrontations between India and Pakistan, and border disputes\nwith neighboring countries, including China. We cannot predict how such geopolitical events will develop in the future and how it may\nimpact our business, operations, reputation and financial condition.\n\nIndia has also experienced terrorist attacks in\nsome parts of the country, including in Mumbai, where our headquarters are located.\n\nGlobal trade disputes and tariffs and other protectionist\nmeasures and countermeasures could impact trade and capital flows and negatively affect the Indian economy, which could adversely affect\nour business. In addition, geopolitical events in the Middle East, Asia and Europe or terrorist or military action in other parts of the\nworld, may impact prices of key commodities, financial markets and trade and capital flows, including by leading to restrictions on countries\nwhich are among India’s significant trading partners. These factors and any political or economic instability in India could adversely\naffect our business, our financial performance and the prices of our equity shares and ADSs.\n\n**Risks that arise as a result of our presence in a highly regulated\nsector**\n\n**The enhanced supervisory and compliance environment\nin the financial sector increases the risk of regulatory action against us, whether formal or informal.**\n\nWe are subject to a wide variety of banking, insurance\nand financial services laws, regulations and policies and many regulatory and enforcement authorities in each of the jurisdictions in\nwhich we operate. Regulators in India and in the other jurisdictions in which we operate subject financial sector institutions, including\nus, to intense review, supervision and scrutiny. This heightened level of review and scrutiny, and the potential for changes in existing\nregulatory and supervision frameworks, increases the possibility that we will face adverse legal or regulatory actions. In the face of\ndifficulties in the Indian banking sector, the Reserve Bank of India has been increasing the intensity of its scrutiny of Indian banks\nand has been imposing fines and penalties on Indian banks that are larger than the historic norms, as well as restrictions on the conduct\nof business. The Reserve Bank of India and other regulators regularly review our operations, and there can be no guarantee that all regulators\nwill agree with our internal assessments of asset quality, provisions, risk management, capital adequacy and management functioning, other\nmeasures of the safety and soundness of our operations or compliance with applicable laws, regulations, accounting and taxation norms,\nlisting norms or policies.\n\nThe Reserve Bank of India has substantially expanded\nits guidance relating to the identification of non-performing assets over the last decade, which resulted in an increase in our loans\nclassified as non-performing and an increase in provisions. In addition, the Reserve Bank of India’s annual supervisory process\nmay assess higher provisions than we have made. In the event that additional provisioning is\n\n16\n\n[Table of Contents](#a_050)\n\nrequired by the Reserve Bank of India, our net income, balance sheet\nand capital adequacy could be affected, which could have a material adverse impact on our business, financial performance, ability to\nimplement our strategy, shareholders’ equity and the price of our equity shares and the ADSs. The Reserve Bank of India also requires\nbanks to disclose the divergence in asset classification and provisioning between what banks report and what the Reserve Bank of India\nassesses through its annual supervisory process. There can be no assurance that such disclosures in the future will not impact us, our\nreputation, our business or financial performance. Our subsidiaries and associates are also regulated by their respective regulatory bodies.\nSimilar to the Bank, there may arise a requirement for additional disclosures from our subsidiaries and associates in the future, which\nmay have an adverse impact on us. New regulations and compliance and disclosure requirements relating to environment, social and governance\nmatters, especially climate change, have been recommended or are under consideration by regulators in the jurisdictions where we have\nour operations.\n\nRegulators, including, among others, the Reserve\nBank of India and the Securities and Exchange Board of India (“SEBI”), as well as governmental authorities and courts in India\nor in the jurisdictions in which we operate, may find that we are not in compliance with applicable accounting and taxation norms, listing\nnorms, laws, regulations, policies or with the regulators’ revised interpretations of such laws, regulations or policies, and may\ntake formal or informal actions against us. Such formal or informal actions may require us to make additional provisions for our non-performing\nassets, divest assets, adopt new compliance programs or policies, remove senior executives or other personnel, reduce dividend or executive\ncompensation, provide remediation or refunds to customers or undertake other changes to our business operations, and may reduce our revenues,\nrequire us to incur additional expenses, impact our profitability or damage our reputation. See also “*Supervision and Regulation*”.\n\nEvolving data protection, privacy and AI regulations\nacross jurisdictions may increase compliance obligations, operational complexity and costs. Failure to comply with applicable regulatory\nrequirements or to effectively govern the use of AI technologies may result in regulatory scrutiny, financial penalties, litigation, reputational\ndamage and restrictions on business activities. See also “*Risks relating to technology— System failures or system downtime\ncould adversely impact our business*”.\n\nIf we fail to effectively manage our legal and\nregulatory risk across the jurisdictions in which we operate, our business may be adversely affected, our reputation could be harmed and\nwe could be subject to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages\nasserted against us and/or subject us to regulatory investigations, enforcement actions or other proceedings, or lead to increased supervisory\nconcerns. We may also be required to spend additional time and resources on remedial measures and conducting inquiries, beyond those already\ninitiated and ongoing, which could have an adverse effect on our business.\n\nDespite our best efforts to comply with all applicable\nregulations, there are several risks that cannot be completely controlled. Our international presence has led to increased legal and regulatory\nrisks. Regulators in every jurisdiction in which we operate or have listed our securities have the power to restrict our operations, stipulate\nhigher capital and liquidity requirements or bring administrative or judicial proceedings against us, our employees, representatives,\nagents or our third-party service providers, which could result, among other things, in suspension or revocation of one or more of our\nlicenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which may materially harm our\nreputation, results of operations and financial condition.\n\n17\n\n[Table of Contents](#a_050)\n\n**We may be subject to fines, restrictions or other\nsanctions for regulatory compliance failures, which may adversely affect our financial position or our ability to expand our activities.**\n\nFailure to comply with applicable regulations\nin various jurisdictions, including unauthorized actions by employees, representatives, agents and third parties, suspected or perceived\nfailures and media reports, and ensuing inquiries or investigations or proceedings by regulatory and enforcement authorities, has resulted,\nand may result in the future, in regulatory actions, including financial penalties and restrictions on or suspension of the related business\noperations. Whenever we consider it appropriate and applicable laws or regulations so permit, we may seek to settle or compound regulatory\ninquiries or investigations or proceedings through a consensual process with the concerned regulator, which may entail monetary payment\nby us or agreeing to non-monetary terms. The non-monetary terms may include suspension or cessation of business activities for a specified\nperiod; change in key management personnel or restrictions being placed on key management personnel; disgorgement; implementation of enhanced\npolicies and procedures to prevent future violations; appointing or engaging an independent consultant to review internal policies, processes\nand procedures; providing enhanced training and education; and/or submitting to enhanced internal audit, concurrent audit or reporting\nrequirements.\n\n**We and our employees are at risk of inquiries or investigations by\nregulatory and enforcement authorities, which may adversely affect our reputation, lead to increased regulatory scrutiny, cause us to\nincur additional costs or adversely affect our ability to conduct business.**\n\nA failure to comply with the applicable regulations\nin various jurisdictions by our employees, representatives, agents or third-party service providers, either in or outside the course of\ntheir services, or suspected or perceived failures by them, may result in further inquiries or investigations by regulatory and enforcement\nauthorities and in additional regulatory or enforcement action against either us, or such employees, representatives, agents or third-party\nservice providers. Such additional actions may further impact our reputation, result in adverse media reports, lead to increased or enhanced\nregulatory or supervisory concerns, cause us to incur additional costs, penalties, claims or expenses or impact adversely our ability\nto conduct business.\n\nVarious government and regulatory authorities\nhave initiated inquiries against the Ex-Managing Director & CEO of the Bank and the matters are ongoing. In the event the Bank is\nfound in any of these inquiries to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory\nactions that may result in legal and reputation risk for the Bank.\n\nOur international presence in multiple jurisdictions\nexposes us to a variety of regulatory and business challenges and risks, including cross-cultural risk, and further increases the risk\nof inquiries or investigations by regulatory and enforcement authorities. Presence in these jurisdictions also increases the complexity\nof our risks in various areas, including currency risks, interest rate risks, compliance risk, regulatory risk, reputational risk and\noperational risk. In addition, we, or our employees, may from time to time, and as is common in the financial services industry, be the\nsubject of inquiries, examinations or investigations that could lead to proceedings against us or our employees.\n\nWe cannot predict the timing or form of any current\nor future regulatory or law enforcement initiatives, which are increasingly common for international banks and financial institutions.\n\n**We are subject to the directed lending requirements\nof the Reserve Bank of India, which may also involve buying related certificates at a premium to meet the annual targets, and any shortfall\nin meeting these requirements may be required to be invested in Government of India schemes that yield low returns, thereby impacting\nour profitability. We may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely\nimpact the quality of our loan portfolio, our business and the prices of our equity shares and ADSs.**\n\nUnder the directed lending norms of the Reserve\nBank of India, banks in India are required to lend 40.0% of their adjusted net bank credit to certain eligible sectors, categorized as\npriority sectors. Under\n\n18\n\n[Table of Contents](#a_050)\n\nsuch lending norms, banks also have sub-targets for lending to key\nsegments 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\nand identified weaker sections of society, respectively, in fiscal 2026. The Reserve Bank of India has directed banks to maintain direct\nlending 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\nnet 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\ncredit is required to be lent to micro-enterprises. The priority sector lending requirement can be met by lending to a range of sectors,\nincluding small businesses, medium-sized enterprises, renewable energy, social infrastructure and residential mortgages satisfying certain\ncriteria. These requirements and achievements are assessed considering the average of the outstanding balances at the quarter end. From\nfiscal 2022, the priority sector achievements are computed based on the weight assigned to the incremental priority sector credit in identified\ndistricts. The necessary adjustments for weight of districts and calculation of achievement are done by the Reserve Bank of India on the\nbasis of data submitted by banks on a quarterly basis.\n\nThese requirements apply to ICICI Bank on a standalone\nbasis. The Reserve Bank of India allows banks to sell and purchase priority sector lending certificates in the event of excess/shortfall\nin meeting priority sector targets, which helps reduce shortfalls in priority sector lending. These instruments are issued by banks that\nhave a surplus in priority sector lending or any of its individual sub-segments and are purchased by banks having a shortfall, through\na trading portal, without the transfer of risks or loan assets. The Bank also purchases priority sector lending certificates to meet directed\nlending requirements, the cost of which may vary based on the demand for and supply of such certificates. The fiscal 2026 achievement\nas a percentage of the adjusted net bank credit for agricultural sector was 17.8% against the requirement of 18.0%, sub-category within\nagricultural sector for non-corporate farmers was 13.7% against the requirement of 14.0% and for lending to weaker sections was 12.7%\nagainst the requirement of 12.0%.\n\nThe amount of any shortfall we may have in meeting\nthe priority sector lending requirements, after taking into account any priority sector lending certificates purchased, may be required\nto be invested at any time, at the Reserve Bank of India’s directive, in Government of India schemes that yield low returns, determined\ndepending on the prevailing bank rate and on the level of shortfall, thereby impacting our profitability. At March 31, 2026, our total\ninvestments in such schemes on account of past shortfalls were Rs. 103.7 billion. These investments count towards overall priority sector\ntarget achievement. Investments at March 31 of the preceding fiscal year are included in the adjusted net bank credit, which forms the\nbase for computation of the priority sector and sub-segment lending requirements.\n\nAs a result of priority sector lending requirements,\nwe may experience a higher level of non-performing assets in our directed lending portfolio, particularly due to loans to the agricultural\nand small enterprise sectors, where we are less able to control the portfolio quality and where economic difficulties are likely to affect\nour borrowers more severely. The Bank’s gross non-performing assets in the priority sector loan portfolio were 1.8% in both fiscal\n2024 and fiscal 2025 and 1.6% in fiscal 2026. In fiscal 2018 and fiscal 2019, some states in India announced schemes for waiver of loans\ntaken by farmers. While the cost of such schemes is borne by the state governments, such schemes or borrower expectations of such schemes\nresult in higher delinquencies, including in the farmer loan portfolio for banks, which may affect us. Under the Reserve Bank of India’s\nguidelines, these and other specified categories of agricultural loans are classified as non-performing when they are overdue for more\nthan one year, as compared to 90 days for loans generally. Thus, the classification of overdue loans as non-performing occurs at a later\nstage with respect to these specified categories of agricultural loans as compared to the loan portfolio in general.\n\n19\n\n[Table of Contents](#a_050)\n\nDuring fiscal 2026, following its annual supervisory review, Reserve Bank of India has directed the Bank to make a standard asset provision\nof Rs. 12.83 billion in respect of a portfolio of agricultural priority sector credit facilities wherein the terms of the facilities were\nfound to be not fully compliant with the regulatory requirements for classification as agricultural priority sector lending. The Bank\nhas undertaken an exercise to comprehensively review the current status of such loans with regards to their eligibility to be classified\nas agricultural priority sector lending. The Bank is in the process of completing this exercise and the additional standard asset provision\nwill be reviewed on the completion of this exercise.\n\nGoing forward, growth in our domestic loan portfolio\ncould lead to a significant increase in our priority sector lending target amounts. In case of the continuing shortfall in agriculture\nlending sub-targets and weaker section loans, the Bank may have to significantly increase the purchase of priority sector lending certificates.\nThe Reserve Bank of India has from time to time issued guidelines on priority sector lending requirements that restrict the ability of\nbanks to meet the directed lending obligations through lending to specialized financial intermediaries, specify criteria to be fulfilled\nfor investments by banks in securitized assets and outright purchases of loans and assignments to be eligible for classification as priority\nsector lending and regulate the interest rates charged to ultimate borrowers by the originating entities in such transactions. See also\n“*Supervision and Regulation—Regulations Relating to Loans and Advances—Directed Lending*”. Any future changes\nby the Reserve Bank of India to the directed lending norms may result in an inability to meet the priority sector lending requirements\nas well as require us to increase our lending to relatively riskier segments and may result in an increase in non-performing assets.\n\n**We are subject to capital adequacy requirements stipulated\nby the Reserve Bank of India, including Basel III, as well as general market expectations regarding the level of capital adequacy large\nIndian private sector banks should maintain, and any inability to maintain adequate capital due to changes in regulations, a lack of access\nto capital markets, or otherwise may impact our ability to grow and support our businesses.**\n\nBanks in India are subject to the Basel III capital\nadequacy framework as stipulated by the Reserve Bank of India. The Basel III guidelines in India, among other things, require a minimum\ncommon 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\nratio of 9.0% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets above the minimum requirements to\navoid restrictions on capital distributions and discretionary bonus payments. The Bank is also required to maintain a capital surcharge\nof 0.2% on account of being designated a domestic systemically important bank. The Basel III guidelines also establish eligibility criteria\nfor capital instruments in each tier of regulatory capital, require adjustments to and deductions from regulatory capital, and provide\nfor limited recognition of minority interests in the regulatory capital of a consolidated banking group. Applying the Basel III guidelines,\nour capital ratios on a consolidated basis at March 31, 2026 were: a common equity Tier 1 risk-based capital ratio of 16.25% and a total\nrisk-based capital ratio of 17.05%.\n\nThe Reserve Bank of India has released guidelines\non implementation of counter cyclical capital buffers, which propose higher capital requirements for banks, ranging from 0% to 2.5% of\nrisk-weighted assets, during periods of high economic growth. This capital requirement would be determined based on certain triggers,\nsuch as a deviation of long-term average credit-to-GDP ratio, and other indicators. While these guidelines are already effective, the\nReserve Bank of India has stated that current economic conditions do not warrant activation of the counter cyclical capital buffer. The\nReserve 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\ntotal exposure. The Reserve Bank of India requires domestic systemically important banks, including us, to maintain a minimum leverage\nratio of 4.0% and requires other banks to maintain a minimum leverage ratio of 3.5%. Applying the Prudential Norms on Capital Adequacy,\nour leverage ratio on a consolidated basis at March 31, 2026 was 10.8%.\n\n20\n\n[Table of Contents](#a_050)\n\nRegulatory changes may impact the amount of capital\nthat we are required to hold. The Reserve Bank of India has issued a revised direction on Capital Charge for Credit Risk under the standardized\napproach, which focuses on strengthening the standardized approach for credit risk capital computation by enhancing robustness, granularity\nand risk sensitivity for maintaining capital as well as convergence with the international standards. These directions will be effective\nfrom April 1, 2027. Our ability to grow our business and execute our strategy is dependent on our level of capitalization and we may be\nrequired to raise resources from the capital markets or divest our stake in one or more of our subsidiaries to meet capital requirements.\nThe Reserve Bank of India regularly reviews our operations, and there can be no guarantee that it will agree with our internal assessments\nof capital adequacy. Any reduction in our regulatory capital ratios, changes to the capital requirements applicable to us on account of\nregulatory changes or otherwise, our inability to access capital markets or otherwise increase our capital base or our inability to meet\nstakeholder expectations of the appropriate level of capital for us, while also meeting expectations of return on capital, may limit our\nability to maintain our market standing and grow our business, and adversely impact our future performance and strategy. Debt and equity\ninvestors, rating agencies, equity and fixed-income analysts, regulators and others would likely expect us to maintain capital adequacy\nratios well above the regulatory requirements, reflecting our position as a large private sector bank. There can be no assurance that\nwe will be successful in raising capital when required or that the timing for accessing the market or the terms of any capital raised\nwould be attractive, and these may be subject to various uncertainties including liquidity conditions, market stability, or political\nor economic conditions. If we are unable to raise enough capital to satisfy our regulatory capital requirements, we could be subject to\nrestrictions on capital distributions and discretionary bonus payments, as well as other potential regulatory actions.\n\nThe Reserve Bank of India’s Prompt Corrective\nAction (“PCA”) framework for banks defines risk thresholds for indicators like capital adequacy, asset quality and leverage.\nThe PCA framework also stipulates actions like restrictions on dividend distribution/remittance of profits, branch expansion, domestic\nand/or overseas expansions and capital expenditures other than for technological upgrades. At year-end fiscal 2026, the Bank’s financial\nindicators did not breach the risk thresholds prescribed by the Reserve Bank of India. There can be no assurance that we will always remain\nwithin the thresholds prescribed by the Reserve Bank of India in the future.\n\nOur insurance, banking and home finance subsidiaries\nare also subject to solvency and capital requirements imposed by the subsidiaries’ respective regulators. While we currently do\nnot expect these entities to require significant additional equity capital, any requirement for ICICI Bank to make additional equity investments\nin these entities in the event of an increase in their capital requirements due to regulation or material stress could impact our capital\nadequacy.\n\n**We are subject to liquidity requirements of the Reserve\nBank of India as well as those of banking regulators in our overseas locations, and any inability to maintain adequate liquidity due to\nchanges in regulations, a lack of access to capital markets or otherwise may impact our ability to grow and support our businesses.**\n\nThe Reserve Bank of India has released guidelines\non LCR requirements under the Basel III liquidity framework that require banks to maintain and report the Basel III LCR, which is a ratio\nof 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\ndefined categories of assets qualifying as high-quality liquid assets and mandated a minimum LCR of 100.0%. Further, the Reserve Bank\nof India has issued final guidelines on the net stable funding ratio (“NSFR”) for banks, which requires banks to maintain\nsufficient funds that are considered as reliable to cover the liquidity requirements and asset maturities coming up over the next one\nyear on an ongoing basis. There are similar requirements stipulated by regulators in most of our overseas locations, due to which we are\nrequired to maintain appropriate levels of liquidity in those geographies as well.\n\n21\n\n[Table of Contents](#a_050)\n\nThese liquidity requirements, together with the existing liquidity\nand cash reserve requirements, result in Indian banks, including us, holding high amounts of liquid assets, thereby impacting profitability.\nThe Reserve Bank of India has issued LCR guidelines which require commercial banks to assign an additional 2.5% run-off factor for retail\nand small business deposits enabled with internet or mobile banking. These instructions came into force with effect from April 1, 2026.\n\nAny reduction in our LCR or NSFR, increase in\nliquidity requirements applicable to us on account of regulatory changes or otherwise, changes in the composition of liquidity or inability\nto access capital markets may limit our ability to grow our business or adversely impact our profitability and our future performance\nand strategy.\n\nFurther, any tightening of liquidity or volatility\nin international markets may limit our access to international funding markets, result in an increase in our cost of funding for our overseas\nbranches and overseas banking subsidiaries and impact our ability to replace maturing borrowings and fund new assets.\n\n**Changes in the regulation and structure of the financial\nmarkets in India may adversely impact our business.**\n\nIn recent years, the Indian financial markets\nhave experienced, and continue to experience, changes and developments aimed at reducing the cost and improving the quality of service\ndelivery to users of financial services. We may experience an adverse impact on the cash float and fees from our cash management business\nresulting from the development and increased usage of payment systems, as well as other similar structural changes. See also *“—Risks\nthat arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the financial\nsector increases the risk of regulatory action against us, whether formal or informal”*.\n\nOur subsidiaries and affiliates are also subject\nto similar risks. For instance, the Government of India’s tax policies generally influence the purchase of insurance and investment\nin mutual funds by customers. See also “*—Risks relating to our insurance subsidiaries—While our insurance businesses\nare an important part of our business, there can be no assurance of their future rates of growth or levels of profitability”.*\n\nThe Reserve Bank of India has been permitting\nthe entry of new players in the financial sector, including through issuing licenses for universal banks and small finance banks in the\nprivate sector under the continuous licensing policy and allowing financial technology firms (“fintechs”) and technology companies\nto offer payment and other financial services. The entry of new players has intensified competition which could impact our ability to\ncapture business opportunities if we are not able to adapt our business strategy to new developments. See also *“—Risks\nRelating to Our Business—Our industry is very competitive, and our strategy depends on our ability to compete effectively.”*\n\nIn addition, changes in laws, regulations or policies,\nincluding changes in the interpretation or application of such laws, regulations or policies, may adversely affect the products and services\nwe offer, the value of our assets or the collateral or contractual comforts available for our loans or our business in general. Changes\nin regulations, such as those relating to ownership, governance and corporate structure of private sector banks, management compensation,\nboard governance, consumer protection, sustainable finance and risk management, may have an impact on our business and our future strategy.\nThese changes could require us to reduce or increase our business in specific segments, increase competition or impact our overall growth\nand return on capital. We cannot predict future legal or regulatory changes. Any such regulatory or structural changes may result in increased\nexpenses, including enhanced compliance costs, operational restrictions, increased competition or revisions to our business operations,\nwhich may reduce our profitability or force us to forego potentially profitable business opportunities.\n\n22\n\n[Table of Contents](#a_050)\n\n**The opportunities for growth in our international\noperations and our ability to repatriate capital from these operations may be limited by the local regulatory environments.**\n\nOur international franchise focuses on non-resident\nIndians for deposits, wealth and remittances businesses and on deepening relationships with well-rated Indian corporates in international\nmarkets and multinational companies to maximize the India-linked trade, transaction banking and lending opportunities within our risk\nmanagement framework. Our overseas banking subsidiaries continue to serve local markets selectively with a focus on risk management and\ngranularity of business. There can be no assurance of the successful execution of this strategy and the future growth and profitability\nof our international operations.\n\nFurther, while our overseas banking subsidiaries\nare focused on optimizing their capital base and have repatriated capital and made dividend payments to ICICI Bank in the past, such actions\nare subject to regulatory approvals. There can be no assurance regarding the timing or grant of such approvals in the future. Our\ninternational branches are also subject to respective local regulatory requirements, which may include requirements related to liquidity,\ncapital, asset classification and provisioning.\n\n**Our subsidiaries are subject to supervision\nand regulation by various Indian financial sector regulators such as the Securities and Exchange Board of India, the Insurance Regulatory\nand Development Authority of India and the Pension Fund Regulatory and Development Authority.**\n\nThe SEBI, based on any observations reported in\ninspection reports or reports submitted by our asset management subsidiary or securities brokerage subsidiary, may take actions like issuing\nadministrative warnings, show cause notices, penalties or initiating enforcement actions. Further, there could be claims from investors\nof the funds or the portfolios managed by our subsidiary, which would be determined in the court of law or by regulators and may impact\nthe reputation and business of our subsidiary and us.\n\nOur insurance businesses are\nsubject to extensive regulation and supervision by India’s insurance regulator, IRDAI. Our insurance businesses have a large\nnumber of retail and corporate customers, from whom claims may arise, which could result in determinations by courts or regulators\nagainst our\n\n23\n\n[Table of Contents](#a_050)\n\ninsurance businesses or us or our insurance businesses’ management\nand employees. IRDAI has the authority to specify, modify and interpret regulations regarding the insurance industry, including regulations\ngoverning products, selling commissions, solvency margins and reserves and issuance of new licenses, which can lead to additional costs\nor restrictions on our insurance subsidiaries’ activities.\n\nFurther, our insurance subsidiaries are publicly\nlisted companies on the Indian stock exchanges, which has resulted in enhanced compliance requirements and regulatory oversight.\n\nSimilarly, our pension fund management subsidiary,\nICICI Pension Fund Management Limited (“ICICI PFM”) is subject to supervision and regulation by Pension Fund Regulatory and\nDevelopment Authority (“PFRDA”).\n\nThere\ncan be no assurance that increased regulatory scrutiny of our subsidiaries along with stringent requirements, including additional\ndisclosures, will not have a material adverse impact on the Bank. There could be instances where the regulator or government agency may\nfind that we are not in compliance with applicable laws and regulations pertaining to listed companies or their relationship with the\nparent or other ICICI Group entities, or with their interpretations of laws, regulations or policies, and may take formal or informal\nactions against us and our subsidiaries or affiliates.\n\n**Adoption of a different basis of accounting or new\naccounting standards may result in changes in our reported financial position and results of operations for future and prior periods.**\n\nThe financial statements and other financial information\nincluded or incorporated by reference in this annual report are based on our unconsolidated and consolidated financial statements under\nIndian GAAP. Indian corporations have transitioned to Ind AS, a revised set of accounting standards, which largely converges the Indian\naccounting standards with International Financial Reporting Standards, as per the roadmap provided to the Ministry of Corporate Affairs,\nwhich is the lawmaking authority for adoption of accounting standards in India. Some of ICICI Group’s non-banking finance companies\nhave transitioned to Ind AS. Currently, the implementation of Ind AS for banks has been deferred until further notice pending the consideration\nof some recommended legislative amendments by the Government of India. For insurance companies, Ind AS has been made applicable from April\n1, 2026, with an option to the insurance companies to obtain a forbearance for a period of one year with prior approval of IRDAI. During\nfiscal 2023, the Reserve Bank of India issued a revised master directions on prudential norms on classification, valuation and operations\nof investment portfolio of commercial banks, broadly based on the principles of the International Financial Reporting Standard 9, which\nbecame effective April 1, 2024. In April 2026, the Reserve Bank of India, issued directions which introduced an expected credit loss framework\nfor provisioning by banks, broadly based on the principles of the International Financial Reporting Standard 9, supplemented by regulatory\nbackstops. The expected credit loss framework introduces a staging framework for asset classification while retaining an existing classification\nof non-performing assets and adoption of forward-looking provisioning. These directions also introduced minimum prudential floors to be\nmaintained by banks in additions to provisions computed based on expected credit loss framework estimates. These directions shall come\ninto force on April 1, 2027 and will likely increase provisioning requirements for banks. The Bank held contingency provisions of Rs.\n131.0 billion at March 31, 2026. Adoption of these guidelines or any other guidelines proposed to be issued by the Reserve Bank of India,\nwould have a significant impact on the way financial assets and liabilities are classified and measured, which may result in volatility\nin profit or loss and equity. In addition, the Reserve Bank of India’s annual supervisory process may assess higher provisions than\nwe have made. See also “*Operating and Financial Review and Prospects—Convergence of Indian accounting standards with International\nFinancial Reporting Standards*”.\n\n**Risks relating to Our business**\n\n**If the level of our non-performing assets increases\nand the overall quality of our loan portfolio deteriorates, our business will suffer.**\n\n24\n\n[Table of Contents](#a_050)\n\nIn recent years, banks in India, including\nus, have focused on growing their retail and small business lending portfolios. While we expect the retail and small business\nsegment to remain a key driver of growth, a slowdown in economic growth, investment, consumption or employment or any increase in\nunemployment, could have an adverse impact on the quality of our retail loan portfolio. As an example, following the outbreak of the\nfirst wave of the COVID-19 pandemic, the Government of India and the Reserve Bank of India announced several measures during fiscal\n2021, including a moratorium on loan repayments for certain borrowers and an asset classification standstill benefit for overdue\naccounts where a moratorium had been granted, restructuring of loans to small borrowers, including individuals, small businesses and\nmicro, small and medium enterprises (“MSMEs”), and funding under the Emergency Credit Line Guarantee Scheme for MSMEs\nand other stressed sectors. Our portfolio includes lending under the Emergency Credit Line Guarantee Scheme and loans where a\nresolution plan had been implemented and loans to borrowers who had availed moratorium, that may carry higher risks compared to our\noverall portfolio. The ongoing geopolitical tensions in West Asia since March 2026 have contributed to volatility and disruption in\nglobal supply chains, particularly in crude oil and related by-products, having potential direct and indirect implications on\nvarious sectors of the Indian economy and our borrowers businesses, impacting their ability to meet their obligations to lenders,\nincluding us. The Government of India has announced a new emergency credit line guarantee scheme in May 2026 to provide credit\nguarantee coverage to eligible enterprises, by extending support in terms of additional facilities enabling these entities to\nnavigate any short-term liquidity mismatches. Lending under emergency credit line guarantee scheme that may carry higher risks\nrelative to our overall portfolio and past performance may not be indicative for the future. See also *“—Risks\nrelating to India and other economic and market risks—A prolonged slowdown in economic growth in India could cause our\nbusiness to suffer”*and *“—Risks relating to India and other economic and market risks—A significant\nchange in the Government of India’s policies, including economic policies, fiscal policies and structural reforms, could\nadversely affect our business and the prices of our equity shares and ADSs”.*\n\nRecent advances in AI/machine learning, notably\nthe emergence of large language models and of generative pre-trained transformers, have marked a leap in the ability of technology enabled\nsolutions. Adoption of AI/machine learning in technology-driven sectors may lead to job losses resulting in an impact on asset quality\nof our retail portfolio.\n\nIf the level of our non-performing assets increases\nand the overall quality of our loan portfolio deteriorates, our provisioning costs could increase, our net interest income and net interest\nmargin could be negatively impacted due to non-accrual of income on non-performing assets, our credit ratings and liquidity may be adversely\nimpacted, we may become subject to enhanced regulatory oversight and scrutiny and our reputation, our business, our financial performance\nand the prices of our equity shares and ADSs could be adversely impacted. The Bank held contingency provisions of Rs. 131.0 billion at\nMarch 31, 2026. There can be no assurance of the adequacy of these provisions, or the level of additional provisions that will be required.\n\nAny adverse economic, technological, regulatory\nor legal developments or natural disasters like the COVID-19 pandemic could cause further increases in the level of our non-performing\nassets and have a material adverse impact on the quality of our loan portfolio and business.\n\nSee also “*—Risks relating to our\nbusiness—Our loan portfolio includes exposures such as long-term project finance loans, real-estate-linked loans and commodity sector\nloans, which are particularly vulnerable to risks such as completion risk, commodity price cycle risk and other related risks” and\n“—Risks relating to our business—We* *have a concentration of loans to certain customers, borrower groups\nand sectors, and if a substantial portion of these loans become non-performing, the overall quality of our loan portfolio, our business\nand the prices of our equity shares and ADSs could be adversely affected*”.\n\n25\n\n[Table of Contents](#a_050)\n\n**Our loan portfolio includes exposures such as long-term\nproject finance loans, real-estate-linked loans and commodity sector loans, which are particularly vulnerable to risks such as completion\nrisk, commodity price cycle risk and other related risks.**\n\nThe viability of the projects that we have financed\ndepends upon a number of factors, including market demand, government policies, the processes for awarding government licenses and access\nto natural resources and their subsequent judicial or other review, the financial condition of the governments or other entities that\nare the primary customers for the output of such projects and the overall economic environment in India and the international markets.\nIn the past, we have experienced a high level of default and restructuring in our industrial and manufacturing project finance loan portfolio.\nOur loans to the power sector as a proportion of total loans declined from 0.9% at March 31, 2025 to 0.8% at March 31, 2026. Power projects\nface 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.\nIn addition, power projects inherently have high leverage levels. The Reserve Bank of India has issued directions on financing of projects\nin infrastructure and non-infrastructure, including commercial real estate and commercial real estate-residential housing, which inter\nalia requires rationalization of standard asset provisioning requirement to 1.0% for projects under construction and shall gradually increase\nfor each quarter of `date of commencement of commercial operations' deferment. These directions shall come into force with effect from\nOctober 1, 2025.\n\nOur loan portfolio includes project finance, corporate\nfinance, and working capital loans to commodity-based sectors such as iron and steel and other metals and mining, which are subject to\nsimilar and additional risks, as well as global commodity price cycles. Further, the growing focus on climate change and national commitments\ntowards a low-carbon economy may impact the flow of capital to specific sectors and could lead to structural shifts in these sectors,\nand the overall economy. It is difficult to assess the impact of these changes, which can expose us to new risks and challenges in managing\nthe loan portfolio.\n\nOur portfolio includes buy-out/purchases of retail\nasset pools of home finance companies and non-banking finance companies that may expose us to additional risks, including the failure\nof the underlying borrowers to perform as anticipated, risks arising out of weaknesses in the financial position or operations of the\noriginators, who are generally responsible for collections and servicing and additional mark-to-market provisions where the purchases\nare structured as securitized instruments classified as investments. In addition, challenges in certain sectors like real estate, such\nas the inability of real estate developers to complete or deliver residential properties for which we have provided loans to customers,\nmay impact the repayment behavior of customers and result in higher delinquencies and non-performing assets.\n\n**We have a concentration of loans to certain customers,\nborrower groups and sectors, and if a substantial portion of these loans become non-performing, the overall quality of our loan portfolio,\nour business and the prices of our equity shares and ADSs could be adversely affected.**\n\nOur loans and advances to the retail segment constituted\n51.3% of our gross advances (gross loans) at March 31, 2026. Our gross loans and advances at March 31, 2026 were 7.3% to the wholesale/retail\ntrade sector, 6.3% to the rural finance segment, 4.9% to the services-finance sector, 2.3% to the infrastructure sector (excluding power)\nand 0.8% to the power sector.\n\nBanks are subject to the Reserve Bank of\nIndia’s framework for large exposures, which places limits on exposure of banks to a single counterparty and a group of\nconnected counterparties. As per this framework, the sum of all exposure values of a bank to a single counterparty must not exceed\n20.0% of the bank’s available eligible capital base (i.e., Tier 1 capital) at all times and the sum of all the exposure values\nof a bank to a group of connected counterparties must not exceed 25.0% of the bank’s available eligible capital base at all\ntimes. At year-end fiscal 2026, our largest single counterparty accounted for\n\n26\n\n[Table of Contents](#a_050)\n\n16.1% of our Tier 1 capital. The largest group of connected counterparties\naccounted for 16.2% of our Tier 1 capital.\n\nOur focus on controlling concentration risk may\nrestrict our ability to grow our business with some customers, thereby impacting our earnings. There can be no assurance that we will\nbe successful in controlling concentration risk or will be able to successfully grow our operating profits while controlling non-performing\nassets and provisions.\n\n**The value of our collateral may decrease or we may\nexperience delays in enforcing our collateral when borrowers default on their obligations to us, which may result in failure to recover\nthe expected value of collateral security exposing us to a potential loss.**\n\nA material portion of our loans to corporate and\nretail customers are secured by collateral. See also “*Business—Loan Portfolio—Collateral—Completion, Perfection\nand Enforcement*”. Changes in asset prices may cause the value of our collateral to decline, and we may not be able to realize\nthe full value of our collateral as a result of delays in bankruptcy and foreclosure proceedings, delays in the creation of security interests,\ndefects or deficiencies in the perfection of collateral, including due to the inability to obtain approvals that may be required from\nvarious persons, agencies or authorities, fraudulent transfers by borrowers and other factors, including depreciation in the value of\nthe collateral and illiquid market for disposal of and volatility in the market prices for the collateral, current legislative provisions\nor changes thereto and past or future judicial pronouncements.\n\nIn India, foreclosure on collateral consisting\nof property can be undertaken directly by lenders by fulfilling certain procedures and requirements (unless challenged by borrowers/security providers in courts of law) or otherwise by an application to an Indian court or tribunal. An application or a legal challenge\nto the foreclosure undertaken directly may be subject to delays or administrative requirements that may result in, or be accompanied\nby, a decrease in the value of the collateral. These delays can last for several years and might lead to deterioration in the physical\ncondition or market value of the collateral.\n\nCorporate borrowers may voluntarily or by creditor action be admitted to the insolvency\nresolution process under the Insolvency and Bankruptcy Code, 2016 (“Code”). During the period of resolution under the Code,\nthere is a moratorium on foreclosure and other recovery proceedings by the lenders against the borrower.\n\nThe Code provides\nfor a time-bound mechanism to resolve stressed assets. Further, the Reserve Bank of India’s prudential framework for resolution\nof stressed assets. A few large accounts have been resolved under the Code. However, since the process was evolving, there were uncertainties and delays in the resolution of accounts referred under the Code. The process of resolution of accounts referred under the Code is still evolving, with amendments being incorporated into the framework through both legislation and judicial decisions from time to time. Through the Insolvency and Bankruptcy Code (Amendment) Act, 2026, amendments have been introduced in the Code to improve its operation, enhance its effective implementation by reducing delays, maximizing value for all stakeholders, and improve governance of all processes under the Code. Should the resolution of accounts not be achieved and the borrowers go into liquidation, the market value of the collateral may\ndecrease and adversely impact the recovery of dues by lenders. There can be no assurance of the level of recovery, even in cases where\na resolution is achieved.\n\nFurther, the Reserve Bank of India’s prudential\nframework for resolution of stressed assets requires banks to implement a plan to resolve any overdue account within stipulated and may\ninclude legal proceedings for insolvency or recovery.\n\nIn addition, for collateral we hold in jurisdictions\noutside India, the applicable laws and regulations in such jurisdictions may impact our ability to foreclose on collateral and realize\nits value. Failure to recover the expected value of collateral could expose us to potential losses, which could adversely affect our financial\nperformance, our stockholders’ equity and the prices of our equity shares and ADSs.\n\n27\n\n[Table of Contents](#a_050)\n\n**Our banking and trading activities are particularly\nvulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed-income\nportfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance.**\n\nInterest rates in India are impacted by a range\nof factors, including inflation, fiscal deficit and government borrowing, monetary policy and market liquidity. Due to the reserve requirements\nof the Reserve Bank of India, we may be more structurally exposed to interest rate risk than banks in other countries. See also “*Supervision\nand Regulation—Legal Reserve Requirements*”. These requirements result in our maintaining a large portfolio of fixed-income\nGovernment of India securities, and we could be materially adversely impacted by a rise in interest rates, especially if the rise were\nsudden or sharp. A rise in yields on government securities reduces our realized and marked-to-market gains and the value of our fixed-income\nportfolio. The requirement to maintain a large portfolio of government securities and other liquid assets to comply with reserve requirements\nand the LCR also has a negative impact on our net interest income and net interest margin because we earn interest on a portion of our\nassets at rates that are generally less favorable than those typically received on our other interest-earning assets.\n\nIf the yield on our interest-earning assets does\nnot 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\nto the same extent as the decrease in yield on our interest-earning assets, our net interest income and net interest margin would be adversely\nimpacted. A slower growth in low-cost deposits in the form of current and savings account deposits compared to total deposits would result\nin 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.\nIntroduction of higher deposit interest rates by banks with whom we compete may also lead to revisions in our deposit rates to remain\ncompetitive and this could adversely impact our cost of funds.\n\nThe Reserve Bank of India mandates the linking\nof interest rates on new floating rate retail loans and floating rate loans to micro and small enterprises, and floating rate loans to\nmedium enterprises, to an external benchmark. Since our funding is primarily fixed rate, volatility in external benchmarks that underly\nloan 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\nto pass on the increases fully into our lending rates, our net interest margins and profitability would be adversely impacted. Such revisions\nin external benchmark lending rates may impact the yield on our interest-earning assets, our net interest income and net interest margin.\nAt year-end fiscal 2026, approximately 56.0% of the Bank’s domestic loan portfolio was linked to external benchmarks.\n\nWe are also exposed to interest rate risk through\nour treasury operations as well as the operations of certain of our subsidiaries and affiliates, including ICICI Prudential Life Insurance\nCompany Limited and ICICI Lombard General Insurance Company Limited, which have a portfolio of fixed-income securities, and ICICI Securities\nPrimary Dealership Limited, which is a primary dealer in Government of India securities. In our asset management business, we manage money\nmarket, debt and hybrid mutual fund schemes whose performance is impacted by a rise in interest rates, which adversely impacts our revenues\nand profits from this business. See also “*—Risks relating to India and other economic and market risks—A prolonged\nslowdown in economic growth in India could cause our business to suffer.*”\n\nHigh and increasing interest rates or greater\ninterest rate volatility and differential movement between external benchmarks underlying loan pricing and our cost of funding may adversely\naffect our ability to grow, our net interest margins, our net interest income, our income from treasury operations, the value of our fixed-income\nsecurities portfolio and the operations of certain of our subsidiaries. On the other hand,\n\n28\n\n[Table of Contents](#a_050)\n\nlower interest rates may impact margins, given the competitiveness\nin mobilizing deposits could entail keeping deposit rates at an attractive level.\n\n**Our inability to effectively manage credit, market\nor liquidity risk and inaccuracy of our valuation models and accounting estimates may have an adverse effect on our earnings, capitalization,\ncredit ratings and cost of funds.**\n\nOur risk management strategies may not be effective\nbecause, in a difficult or less liquid market environment, other market participants may be attempting to use the same or similar strategies\nto deal with difficult market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity\nof such other market participants. Our derivatives businesses may expose us to unexpected market, credit or operational risks that could\ncause us to suffer unexpected losses or enhanced regulatory scrutiny. Severe declines in asset values, unanticipated credit events or\nunforeseen circumstances that may cause previously uncorrelated factors to become correlated may create losses resulting from risks not\nappropriately taken into account in the development, structuring or pricing of a derivative instrument. In addition, some derivative transactions\nare not cleared and settled through a central clearing house or exchange, and they may not always be confirmed or settled by counterparties\non a timely basis. In these situations, we are subject to heightened credit and operational risk, and in the event of a default, we may\nfind the contract more difficult to enforce. Further, as new and more complex derivative products are created, disputes regarding the\nterms or the settlement procedures of the contracts could arise, which could force us to incur unexpected costs, including transaction\nand legal costs, and impair our ability to manage effectively our risk exposure to these products. Many of our hedging strategies and\nother risk management techniques have a basis in historic market behavior, and all such strategies and techniques are based to some degree\non management’s subjective judgment. To the extent any of the instruments and strategies we use to hedge or otherwise manage our\nexposure to market or credit risk are not effective, we may not be able to mitigate effectively our risk exposures in particular market\nenvironments or against particular types of risk. Our balance sheet growth is dependent upon economic conditions and our ability to securitize,\nsell, purchase or syndicate particular loans or loan portfolios. Our trading revenues and interest rate risk are dependent upon our ability\nto properly identify and mark-to-market changes in the value of financial instruments caused by changes in market prices or rates. Our\nearnings are dependent upon the effectiveness of our management of migrations in credit quality and risk concentrations, the accuracy\nof our valuation models and our critical accounting estimates and the adequacy of our allowances for loan losses. The risk of future pandemics,\nclimate change, geopolitical conflicts, energy and supply chain related issues and related economic disruption have significantly complicated\nrisk management for banks, including us, and we may not be able to effectively mitigate the changes in our risk exposures. See also *“—Risks\nrelating to our business—There is operational risk associated with the financial industry, which, when realized, may have an adverse\nimpact on our business”*.\n\nTo the extent our assessments, assumptions or\nestimates prove inaccurate or not predictive of actual results, we could suffer higher than anticipated losses and enhanced regulatory\nscrutiny. The successful management of credit, market and operational risk is an important consideration in managing our liquidity risk\nbecause it affects the evaluation of our credit ratings by domestic and international rating agencies. Rating agencies may reduce or indicate\ntheir intention to reduce the ratings at any time. See also “*—Risks relating to India and other economic and market risks—Any\ndowngrade of India’s debt rating or the rating of our senior unsecured foreign currency debt by an international rating agency could\nadversely affect our business, liquidity and the prices of our equity shares and ADSs*”. The rating agencies can also decide\nto withdraw their ratings altogether, which may have the same effect as a reduction in our ratings. We are rated by certain Indian rating\nagencies, which include CRISIL, CARE and ICRA, with a long-term rating of AAA and a stable outlook. However, there is no assurance that\nwe will always be able to maintain the highest rating and any significant decline in our business or capital position or increase in\n\n29\n\n[Table of Contents](#a_050)\n\nnon-performing assets could impact our rating or outlook. Any reduction\nin or withdrawal of our ratings may increase our borrowing costs, limit our access to capital markets or adversely affect our ability\nto sell or market our products, engage in business transactions, particularly longer-term, and derivatives transactions, or retain our\ncustomers. Conditions in the international and Indian debt markets may adversely impact our access to financing and liquidity. This could\nreduce our liquidity and negatively impact our operating results and financial condition. For more information, relating to our ratings,\nsee also “*Business—Risk Management—Market Risk—Liquidity Risk.*”\n\n**Our funding is primarily short-term, and if depositors\ndo not roll over deposited funds upon maturity, our business could be adversely affected.**\n\nMost of our incremental funding requirements are\nmet through short-term funding sources, primarily in the form of deposits, including current and savings account deposits, term deposits\nfrom retail customers, term deposits from corporate customers and interbank deposits. Our customer deposits generally have a maturity\nof less than two years with an option of early withdrawal before contractual maturity. A large portion of our assets have medium- or long-term\nmaturities, creating the potential for funding mismatches. For instance, our mortgage loans and corporate term loans typically have longer-term\nmaturities compared to our funding profile.\n\nOur international branches are primarily funded\nby debt capital market issuances and syndicated/bilateral loans, while our international subsidiaries generally raise deposits in their\nlocal markets. Volatility in the international debt markets may constrain our international capital market borrowings. There can be no\nassurance that our international branches and subsidiaries will be able to obtain funding from the international debt markets or other\nsources in a timely manner on acceptable terms. This may adversely impact our ability to replace maturing borrowings and fund new assets.\nIn addition, borrowers who have taken foreign currency loans from us may face challenges in meeting their repayment obligations on account\nof market conditions and currency movements. See also “*—Risks relating to India and other economic and market risks—Financial\ninstability in other countries, particularly countries where we have established operations, could adversely affect our business.*”\n\n**A determination against us in respect of disputed\ntax assessments may adversely impact our financial performance.**\n\nWe are regularly assessed by the Government of\nIndia’s tax authorities, and, on account of outstanding tax demands, we have included in our contingent liabilities Rs. 148.5 billion\nin additional taxes in excess of our provisions as of March 31, 2026. These additional tax demands mainly relate to income tax, service\ntax, goods and services tax, sales tax and value added tax and do not include further disputed tax assessments considered as remote. These\nfurther disputed tax assessments, where the possibility of liability arising has been considered remote, amounts to Rs. 67.7 billion,\nof which: Rs. 39.9 billion has been considered remote, based on favorable Supreme Court of India/High Court decisions in our own or other\nsimilar cases and mainly relates to disallowance of provision for insurance claims, disallowance for non-deduction of tax on certain expenses,\ndisallowance of exempt income, tax on bad debts written off, broken period interest and penalties levied; and Rs. 27.8 billion has been\nconsidered remote, based on internal assessment and relates to non-payment of goods and services tax on co-insurance premium, re-insurance\ncommission, motor salvage and reimbursement, and errors requiring rectification by tax authorities. See also “*Business—Legal\nand Regulatory Proceedings*”. Further, we are subject to various ongoing inquiries by the tax authorities through investigations\nand notices that mainly consist of levy of goods and services tax on services provided by the Bank to customers maintaining specified\nminimum balances in their deposit accounts and denial of input tax credit availed and utilized on certain expenses pertaining to advertisement\nand manpower services by ICICI Prudential Life Insurance Company Limited. This is an industry-wide issue, and ICICI Group is contesting\nits potential liability\n\n30\n\n[Table of Contents](#a_050)\n\nwith the tax authorities. Tax-related inquiries are usually not included\nin contingent liabilities as the demanded amount is not yet established. However, we believe that, based on judicial precedent, such proceedings\nwill not be upheld by judicial authorities.\n\nWe have contested all of these issues, which are\nthe subject matter of investigations initiated or unfavorable orders issued by the tax authorities. While we expect that no additional\nliability will arise out of these matters based on our consultations with tax counsel, favorable decisions in our own and other cases\nand as per an internal assessment conducted by ICICI Group, there can be no assurance that these matters will be settled in our favor\nor that no further liability will arise out of these demands. Any additional tax liability may adversely impact our financial performance\nand the prices of our equity shares and ADSs.\n\n**Negative publicity could damage our reputation\nand adversely impact our business and financial results and the prices of our equity shares and ADSs.**\n\nReputation risk, or the risk to our business,\nearnings and capital from negative publicity, is inherent in our business. Negative public opinion about the financial services industry\ngenerally or us specifically could adversely affect our ability to keep and attract customers and expose us to litigation or regulatory\naction. Negative publicity can result from our actual or alleged conduct in any number of activities, including lending practices, specific\ncredit exposures, the level of non-performing assets, corporate governance, regulatory compliance, mergers and acquisitions and related\ndisclosure, sharing or inadequate protection of customer information and actions taken by government, regulators, investigative agencies,\ncourts and community organizations in response to that conduct. Being a large financial services organization, we are exposed to media\ncoverage and public scrutiny of our business practices, our Board, key management personnel, policies and actions. Although we take steps\nto minimize reputation risk in dealing with such events, we are inherently exposed to this risk.\n\nAny additional unfavorable publicity may adversely\nimpact investor confidence and affect the prices of our equity shares and ADSs. Our subsidiaries’ businesses include mutual fund,\nportfolio and private equity fund management, which are exposed to various risks, including diminution in value of investments and inadequate\nliquidity of the investments. We also distribute products of our insurance, asset management and private equity subsidiaries. Investors\nin these funds and schemes may allege mismanagement or weak fund management as well as mis-selling and conflicts of interest, which may\nimpact our overall reputation as a financial services group and may require us to support these businesses with liquidity and may result\nin a reduction in business volumes and revenues from these businesses. We are also exposed to the risk of litigation, claims or disputes\nby customers, counterparties or other constituents across our businesses.\n\n**The exposures of our international branches and banking\nsubsidiaries could generally affect our business, financial condition and results of operations.**\n\nThe loan portfolios of our international branches\nand banking subsidiaries include foreign currency loans to Indian companies for their Indian operations (where permitted by regulation)\nand their overseas ventures, including cross-border acquisitions. This exposes us to specific additional risks, including the failure\nof the acquired entities to perform as expected and our relative inexperience in various aspects of the economic and legal framework in\noverseas markets. We are, through our international branches and banking subsidiaries, also exposed to a variety of credit risks in local\nmarkets where our expertise and experience may be limited. Our international profile has also increased the complexity of our risks\nin several areas, including price risks, currency risks, interest rate risks, compliance risks, regulatory and reputational risks and\noperational risks. We also face risks arising from our ability to manage inconsistent legal and regulatory requirements in the multiple\njurisdictions in which we operate. Our businesses are\n\n31\n\n[Table of Contents](#a_050)\n\nsubject to changes in legal and regulatory requirements, and it may\nnot be possible to predict the timing or nature of such changes. See also “*—Risks that arise as a result of our presence\nin a highly regulated sector—The opportunities for growth in our international operations and our ability to repatriate capital\nfrom these operations may be limited by the local regulatory environments.*” Business opportunities in these jurisdictions will\nalso determine the growth in our operations.\n\nGlobal developments, including tariffs and other\ntrade disputes, could impact economic growth in Canada and the United Kingdom, which in turn could impact the business of our banking\nsubsidiaries in those countries. Our international branches and banking subsidiaries undertake select local banking businesses, including\nlending to multinational and local corporations, small businesses, property-backed lending and insured and other mortgages, and in the\nevent of these corporations being impacted by global and local economic conditions it could have an adverse impact on our business. Our\ninternational branches and banking subsidiaries have also made investments in bonds, certificates of deposit, mortgage-backed securities,\ntreasury bills and asset-backed commercial paper.\n\nOur international business strategy additionally\nfocuses on the non-resident Indian community and on India-linked business. Our overseas banking subsidiaries will continue to serve local\nmarkets selectively with a focus on risk mitigation and granularity of business. There can be no assurance of our successful execution\nof this strategy. Moreover, the risk of future pandemics and financial crises may also increase challenges for our international branches\nand banking subsidiaries. If we are unable to manage these risks, our business would be adversely affected. The classification of the\nloan portfolio of our international branches and banking subsidiaries is also subject to the regulations of respective local regulators.\nSuch loans that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard\nas per the current Reserve Bank of India guidelines, are classified as non-performing to the extent of the amount of outstanding loan\nin the host country. Overseas regulators may also require higher provisions against loans held in their jurisdictions.\n\n**Entry into new businesses or rapid growth in existing\nloan portfolios may expose us to increased risks that may adversely affect our business.**\n\nThe growth of our retail, rural and small business\nloan portfolios expose us to increased risks within India, including higher levels of non-performing assets in our unsecured retail credit\nportfolio, increased operational, fraud, regulatory and legal risks. We continue to focus on scaling up our retail lending volumes and\nhave seen an increase in our retail unsecured portfolio and our lending to small businesses and entrepreneurs. Retail lending, including\nunsecured retail credit, has been an important driver of growth for the Indian banking system. We have also entered into partnerships\nwith technology companies with large customer bases to offer co-branded credit products and non-banking financial companies for co-origination\nand/or purchases of loans. We intend to continue to pursue similar partnerships.\n\nWhile we have taken measures to address the risks\nin these businesses, there can be no assurance that the businesses would perform according to our expectations or that there would not\nbe any adverse developments in these businesses in the future. We use data analytics extensively in our lending to retail and small business\ncustomers, and there can be no assurance that these analytical models will perform as intended. Our focus on partnerships with other entities\nto grow our portfolio may not yield the desired results and may lead to additional risks. Our inability to manage such risks may have\nan adverse impact on our future business and strategy, our asset quality and profitability and the prices of our equity shares and ADSs.\n\n32\n\n[Table of Contents](#a_050)\n\n**Commission, exchange and brokerage income, profit\non foreign exchange transactions and other sources of fee income are important elements of our profitability, and regulatory changes or\nchanges in market conditions could cause these income streams to decline and adversely impact our financial performance.**\n\nWe earn commission, exchange and brokerage income\nfrom a variety of activities, including loan processing, syndication and advisory services for corporate clients with respect to their\nacquisition and project financing, distribution of retail investment and insurance products, transaction banking and retail credit products.\nOur commission, exchange and brokerage income is therefore impacted by the level of corporate activity, including new financing proposals,\nthe demand for retail financial products and the overall level of economic and trade activity. Our commission, exchange and brokerage\nincome is also impacted by applicable regulations governing various products and segments of financial services and changes in these regulations\nmay adversely impact our income streams and ability to grow our business. Our fee income from distribution of third-party financial products\nis dependent on applicable regulations, the demand for these products and our distribution strategy for banking and third-party products.\n\n**Our industry is very competitive, and our strategy\ndepends on our ability to compete effectively.**\n\nWithin the Indian market, we face intense competition\nfrom other commercial banks, investment banks, insurance companies, non-bank finance companies, new private sector banks like payments\nbanks and small finance banks and non-bank entities offering retail payments services. Some Indian public and private sector banks have\nexperienced higher growth and increase in market shares relative to us. The expansion of existing competitors or the entry of new competitors\ncould increase competition for products and services. There could be greater competition for business opportunities if there is a slowdown\nin growth in the Indian banking sector. The establishment of account aggregators, permitted by the Reserve Bank of India, facilitates\nsharing of customer data with different financial service providers from whom customers may be seeking loans or other products and may\nincrease competition by making it easier for new entrants to onboard customers at a lower cost than traditional models. These moves may\nsignificantly impact competition in the industry, especially for deposits and retail products.\n\nFurther, technology innovations in mobility and\ndigitization of financial services require banks and financial services companies to continuously develop new and simplified models for\noffering banking products and services. The emergence of new platforms, operating models and types of banks or other entities offering\ndigital banking solutions, are trends that could increase competitive pressures on banks, including us. Innovations in the payments system\nand increasing use of mobile banking are leading to the emergence of new platforms for cashless payments. This can also lead to new types\nof banks expanding their presence in other financial products like insurance and mutual funds. Non-financial companies, particularly international\ntechnology companies, including large e-commerce players and internet-based service providers, are increasing their presence in the financial\nsector and are offering payment platforms and other services. We are currently partnering with some of these entities to jointly offer\npayment and credit products and services. Some or all of these entities, which have substantially more resources than us and other Indian\nbanks, may eventually seek a larger share of the banking and financial services market in India and compete with us. Our subsidiaries\nalso face similar risks, including enhanced competition from new, technology-led players with disruptive business models that may result\nin a loss of market share, reduced profitability or both for existing players. There is no assurance that we will be able to continue\nto respond promptly to new technological developments and be able to participate in new market opportunities or dedicate resources to\nupgrade our systems and compete with new players entering the market. See also “*—Risks relating to technology—The\ngrowing use of technology in banking and financial services creates additional risks of competition, reliability and security”.*\n\nWe face competition from non-banking finance companies\nthat are lending in segments in which banks also have a presence, including home loans and vehicle loans. Their presence in the market\nmay grow during periods when banks are unable to grow their advances due to challenges and stress in other\n\n33\n\n[Table of Contents](#a_050)\n\nbusinesses. There is no assurance that we will be able to effectively\ncompete with these non-banking finance companies at all times. Further, changes in the banking sector structure due to consolidation\nand entry of new competitors may lead to volatility and new challenges and may increase pressure on banks to remain competitive.\n\nAny changes in the banking structure in India,\nincluding the entry of new banks, greater competition between existing players and improvement in the efficiency and competitiveness of\nexisting banks, may have an adverse impact on our business. Due to competitive pressures, we may be unable to successfully execute our\ngrowth strategy or offer products and services at reasonable returns, and this may adversely impact our business. See also “*Business—Competition*”.\n\nIn our international operations we also face competition\nfrom the full range of competitors in the financial services industry, both Indian and foreign banks and non-banks. We remain a small\nto mid-size player in the international market and many of our competitors have resources much greater than our own.\n\n**There is operational risk associated with the financial\nindustry, which, when realized, may have an adverse impact on our business.**\n\nLike all financial institutions, we are exposed\nto many types of operational risk, including the risk of fraud or other misconduct by employees or outsiders, unauthorized transactions\nby employees and third parties (including violation of regulations for prevention of corrupt practices, and other regulations governing\nour business activities), misreporting or non-reporting with respect to statutory, legal or regulatory reporting and disclosure obligations,\nor operational errors, including non-compliance with internal processes, clerical or recordkeeping and reconciliation errors or errors\nresulting from faulty computer or telecommunications systems. We have experienced significant growth in a fast-changing environment, and\nmanagement as well as our regulators are aware that this may pose significant challenges to our control framework. As a result of our\ninternal evaluations, we and our regulators have noted certain areas where our processes and controls could be improved. Our growth, particularly\nin retail, small business and rural lending, our international business and our insurance businesses, and our extensive use of digital\ntechnology, expose us to additional operational and control risks. Regulatory scrutiny of areas related to operational risk, including\ninternal audit information, systems and data processing is increasing. Our inability to manage operational risk and ensure the resilience\nof our systems and infrastructure may lead to regulatory actions against us. The large size of our treasury and retail operations, which\nuse automated control and recording systems as well as manual checks and recordkeeping, exposes us to the risk of errors in control, recordkeeping\nand reconciliation. The increasing size of our insurance business and the complexities of those products expose us to the risk that the\nmodels set up on actuarial software to compute the actuarial liabilities and deferred acquisition cost may contain errors or may require\ncontinuous improvement over time. Given our high volume of transactions, certain errors may be repeated or compounded before they are\ndiscovered and successfully rectified. In addition, our dependence on automated systems to record, process, monitor or review transactions\nmay further increase the risk that technical system flaws, employee tampering, manipulation of those systems and deficiency in access\ncontrol management will result in losses that are difficult to detect. We may also be subject to disruptions of our operating systems\narising from events that are wholly or partially beyond our control, including computer viruses or electrical or telecommunication outages,\nwhich may give rise to deterioration in customer service or loss or liability to us.\n\nWe also outsource some functions, like collections,\nsourcing of retail loans and management of ATMs, to other entities and hence we are also exposed to the risk that external vendors may\nbe unable to fulfil their contractual obligations to us or will be subject to the same risk of fraud or operational errors by their respective\nemployees as we are, and to the risk that our or our vendors’ business continuity and data\n\n34\n\n[Table of Contents](#a_050)\n\nsecurity systems prove not to be sufficiently adequate. We also face\nthe risk that the design of our controls and procedures prove inadequate or could be circumvented, thereby causing delays in detection\nor errors in information. We are also exposed to operational risks from transactions with other financial institutions and intermediaries.\nAlthough we maintain a system of controls designed to keep operational risk at appropriate levels, like all banks and insurance companies,\nwe have suffered losses from operational risk. There can be no assurance that we will not suffer losses from operational risks in the\nfuture that may be material in amount, and our reputation could be adversely affected by the occurrence of any such events involving our\nemployees, customers or third parties.\n\nIn addition, regulators or governmental authorities\nor courts may also hold banks, including us, liable for losses on account of customer errors such as inadvertent sharing of confidential\naccount related information. There are inherent limitations to the effectiveness of any system, especially of controls and procedures,\nincluding the possibility of human error, circumvention or overriding of the controls and procedures, in a fast-changing environment or\nwhen entering new areas of business or expanding geographic reach. Accordingly, even effective disclosure controls and procedures can\nonly provide reasonable assurance of achieving their control objectives. We are committed to continuing to implement and improve internal\ncontrols and our risk management processes, and this remains a key priority for us. If, however, we are unable to manage operational risk\nin 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\nto enhanced regulatory oversight and scrutiny. For a discussion of how operational risk is managed, see also “*Business—Risk\nManagement—Market Risk—Operational Risk*”.\n\n****\n\n**Our failure to establish,\nmaintain and apply adequate internal controls over financial reporting could have a material adverse effect on our reputation, business,\nfinancial condition or results of operations.**\n\n****\n\nWe are responsible for establishing and maintaining\nadequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting\nand preparation and fair presentation of our published Indian GAAP consolidated financial statements and disclosures relating to U.S.\nGAAP net income reconciliation, stockholders’ equity reconciliation and other disclosures as required by the SEC and applicable\nGAAP. Our management is required to assess the effectiveness of our internal controls over financial reporting and disclose whether such\ninternal controls are effective. Our independent registered public accounting firm must conduct an audit to evaluate and render an opinion\non the effectiveness of our internal control over financial reporting. See “*Management—Summary Comparison of Corporate\nGovernance Practices—Management’s Report on Internal Control Over Financial Reporting*”.\n\nWe have established internal controls over financial\nreporting and policies and procedures for evaluating those controls to provide reasonable assurance of the reliability of our financial\nreporting and the preparation of financial statements. However, these controls may fail to prevent or detect errors. Any evaluation of\neffectiveness of future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that\nthe degree of compliance with the policies or procedures may deteriorate. To the extent any issues are identified through the foregoing\nprocesses, 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\nmay be damaged, which could lead to a decline in investor confidence in us and may adversely affect our business, financial conditions\nand results of operations.\n\n**We and our customers are exposed to fluctuations in\nforeign exchange rates.**\n\nCertain of our borrowers enter into derivatives\ncontracts to manage their foreign exchange risk exposures. Volatility in exchange rates may result in increased mark-to-market losses\nin derivatives\n\n35\n\n[Table of Contents](#a_050)\n\ntransactions for our clients. Upon the maturity or premature termination\nof the derivatives contracts, these mark-to-market losses become receivables owed to us. Consequently, we are exposed to various kinds\nof risks, including credit risk, market risk and exchange risk.\n\nExchange rates are impacted by various factors,\nincluding volatility of international capital markets, geopolitical events, interest rates and monetary policy stance in developed economies\nlike the United States, level of inflation and interest rates in India, the balance of payment position and trends in economic activity.\nRising volatility in capital flows due to, for example, changes in monetary policy in the United States or other economies, a reduction\nin risk appetite or increase in risk aversion among global investors may reduce global liquidity, and may impact the Indian economy and\nfinancial markets.\n\nDuring fiscal 2026, the rupee depreciated by 10.9%\nfrom Rs 85.46 per U.S. Dollar at March 31, 2025 to Rs. 94.83 per U.S. Dollar at March 31, 2026. The U.S. Dollar has remained stronger\nowing to expectations of U.S. rates remaining higher for a longer period. Apart from this, ongoing capital outflows from October 2024\nonwards have led to persistent depreciation pressure in the rupee. See also “—*Risks relating to India and other economic\nand market risks—Any adverse impact on India’s external trade account due to continued elevated prices of oil and other petroleum\nproducts, or any widening of the current account deficit, outflow of foreign capital or exchange rate volatility, could adversely affect\nthe Indian economy, which could adversely affect our business*”.\n\nSome of our borrowers with foreign exchange and\nderivatives exposures may be adversely impacted by the depreciation of the rupee. These include borrowers impacted by higher rupee denominated\ninterest or principal repayment on unhedged foreign currency borrowings; increases in the cost of raw material imports where there is\nlimited ability to pass through such escalations to customers; the escalation of project costs due to higher imported equipment costs;\nand borrowers that may have taken adverse positions in the foreign exchange markets. The failure of our borrowers to manage their exposures\nto foreign exchange and derivatives risk, particularly adverse movements and volatility in foreign exchange rates, may adversely affect\nour borrowers and consequently the quality of our exposure to our borrowers and our business volumes and profitability.\n\nFurther, any increased intervention in the foreign\nexchange market or other measures by the Reserve Bank of India to control the volatility of the exchange rate, may result in a decline\nin India’s foreign exchange reserves, reduced liquidity and higher interest rates in the Indian economy. Prolonged periods of volatility\nin exchange rates, reduced liquidity and high interest rates could adversely affect our business, our financial performance and the prices\nof our equity shares and ADSs. A sharp depreciation in the exchange rate may also impact some corporate borrowers having foreign currency\nobligations that are not fully hedged.\n\nAn increase in non-performing or restructured\nassets on account of our borrowers’ inability to manage exchange rate risk and any increased capital or provisioning requirement\nagainst such exposures may have an adverse impact on our profitability, our business and the prices of our equity shares and ADSs. We\nhave adopted certain risk management policies to mitigate such risk. However, there is no assurance that such measures will be fully effective\nin mitigating such risks.\n\n**We may seek opportunities for growth through acquisitions,\ndivest our existing businesses, or be required to undertake mergers by the Reserve Bank of India and could face integration and other\nacquisitions risks.**\n\nWe may seek opportunities for growth through acquisitions\nor be required to undertake mergers mandated by the Reserve Bank of India under its statutory powers. In the past, we have undertaken\nmergers and acquisitions. In some cases, the Reserve Bank of India has ordered mergers of weak banks\n\n36\n\n[Table of Contents](#a_050)\n\nwith other banks primarily in the interest of depositors of the weak\nbanks. For example, the Government of India announced the amalgamation of 10 public sector banks into four larger banks in 2020 as part\nof a consolidation measure to create fewer banks that are individually larger in scale. We may in the future examine and seek opportunities\nfor acquisitions. Our subsidiaries in India may also undertake mergers, acquisitions and takeovers in India or internationally.\n\nWe may also increase or reduce our shareholding\nin our subsidiaries and affiliates, or divest other existing businesses wholly or partially, for a variety of reasons, including changes\nin strategic focus, redeployment of capital, contractual obligations and regulatory requirements. Mergers and acquisitions by our subsidiaries\ncould lead to reduction in our shareholding in such subsidiaries (including to below majority ownership in certain subsidiaries), and,\nunder applicable laws, may require us to reduce our shareholding to 30.0% or less unless we receive regulatory and governmental approval\nto maintain a higher level of shareholding, which may be subject to various conditions, including divestment to the required level of\n30.0% within a specified timeframe.\n\nDuring fiscal 2022, following the completion\nof an all-stock merger by ICICI Lombard General Insurance Company Limited, the Bank’s shareholding in ICICI Lombard General\nInsurance Company Limited decreased to 48.1%. During fiscal 2024, the Bank had acquired an additional stake in ICICI Lombard General\nInsurance Company Limited, resulting in an increase in our shareholding to more than 50.0%. In June 2023, the Board and ICICI\nSecurities Limited’s board of directors approved a scheme of arrangement for the delisting of equity shares of ICICI\nSecurities Limited (“Delisting Scheme”). With effect from March 24, 2025, ICICI Securities Limited became a wholly-owned\nsubsidiary of the Bank and has been delisted from the stock exchanges. The Bank allotted its equity shares to the public\nshareholders of ICICI Securities Limited, as provided in the Delisting Scheme. In February 2025, the Bank’s joint venture\npartner, Prudential Corporation Holdings Limited (“PCHL”), made an announcement regarding a potential listing of and\npartial divestment of its stake in ICICI Prudential Asset Management Company Limited. ICICI Prudential Asset Management Company\nLimited completed the listing through the initial public offering of equity shares by way of Offer for Sale by PCHL. The Bank also\npurchased 2% additional shareholding in ICICI Prudential Asset Management Company Limited from PCHL, primarily towards maintaining\nthe Bank’s majority shareholding in the event of grant of stock-based compensation by the ICICI Prudential Asset Management\nCompany Limited. On January 12, 2026, the Bank executed a share purchase agreement with ICICI Prudential Life Insurance Company\nLimited and ICICI Prudential Pension Funds Management Company Limited and acquired 100% shareholding in ICICI Prudential Pension\nFunds Management Company Limited, which is now a wholly-owned subsidiary of the Bank. The Board, at its meeting held in February 2026, approved purchase of up to 2.0% additional shareholding in its subsidiary, ICICI Prudential Life Insurance Company Limited,\nprimarily towards maintaining the Bank’s majority shareholding in the event of exercise of stock-based compensation of ICICI\nPrudential Life Insurance Company Limited. The Bank has received the Reserve Bank of India approval in this regard. See also\n“*—Business—Investment Banking*”, “*—Business—Private Equity*”,\n“*—Business—Asset Management*” and “*—Business—Insurance*”.\n\nPCHL entered into definitive agreements on May\n17, 2026, pursuant to which PCHL has agreed to acquire a 75% stake in Bharti Life Insurance Company Limited, subject to receipt of applicable\nregulatory approvals and satisfaction of certain conditions. Consequently, ICICI Prudential Life Insurance Company Limited has applied\nto the IRDAI for the reclassification of PCHL from “promoter” to “investor”, along with a proposal to change\nthe name of the company from ‘ICICI Prudential Life Insurance Company Limited’ to ‘ICICI Life Insurance Limited’. See also *“Note\n21(c) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional\nnotes for disclosure on accounting treatment under U.S. GAAP”, “—Business—Insurance” and —Risks relating\nto our insurance subsidiaries— While our insurance businesses are an important part of our business, there can be no assurance\nof their future rates of growth or levels of profitability”*.\n\n37\n\n[Table of Contents](#a_050)\n\nIn fiscal 2026, the Reserve Bank of India released\ndirections covering forms of business by the banks. As a principle, any form of business must be undertaken by one entity in an entire\nbanking group. However, if a bank undertakes a form of business through more than one entity in a banking group, it must be done so with\na proper rationale, such as business segmentation or specialization, and duly approved by bank’s board of directors. The directions\nare effective from April 1, 2026. The Bank has obtained the necessary approvals from its Board to ensure compliance with the guidelines\nand has also submitted the rationale to the Reserve Bank of India explaining the manner of compliance for relevant activities and entities.\nIn the event that the Reserve Bank of India takes a different view or provides further direction, the Bank may be required to undertake\nand implement further changes to ICICI Group activities.\n\nAny future mergers, acquisitions or takeovers,\nwhether by us or our subsidiaries, may involve a number of risks that may include the possibility of a deterioration of asset quality,\nquality of business and business operations, financial impact of employee related liabilities, changes in economic and financial market\nconditions or the diversion of our management’s attention required to integrate the acquired business. Other risks may include the\nfailure to retain key acquired personnel and clients, leverage synergies or rationalize operations, or develop the skills required for\nnew businesses and markets. We are also at risk of liabilities, including\nany ongoing litigation, claims or disputes concerning such merger, acquisition or takeover, with its shareholders, share capital or its\nlegal and regulatory compliance obligations or practices. Some or all of these risks could have an adverse effect on our business or that\nof our subsidiaries.\n\n**We depend on the accuracy and completeness of information\nabout customers and counterparties.**\n\nIn deciding whether to extend credit or enter\ninto other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and\ncounterparties, including financial statements and other financial information. We may also rely on certain representations as to the\naccuracy and completeness of that information,and with respect to financial\nstatements, on reports of their independent auditors. For instance, in deciding whether to extend credit, we may assume that a customer’s\naudited financial statements conform to applicable GAAP and present fairly, in all material respects, the financial condition, results\nof operations and cash flows of the customer. Our financial condition and results of operations could be negatively affected by relying\non financial statements that do not comply with applicable GAAP or other information that is materially misleading. According to data\npublished by the Reserve Bank of India, there is an increasing trend in\n\n38\n\n[Table of Contents](#a_050)\n\nfrauds reported in the Indian banking sector, and the composition of\nthe fraud amount reported is largely dominated by frauds related to loans and advances. In addition, our access to information about the\ncredit histories of our borrowers, especially individuals and small businesses, may be limited, relative to what is typically available\nfor similar borrowers in developed economies with more established nation-wide credit bureaus. This may affect the quality of information\navailable to us about the credit history of our borrowers, especially individuals and small businesses. As a result, our ability to effectively\nmanage our credit risk may be adversely affected.\n\n**We are involved in various litigations. Any final\njudgment awarding material damages against us could have a material adverse impact on our financial performance and the prices of our\nequity shares and ADSs.**\n\nWe and the other entities in ICICI Group, or our\nor their directors or officers, are often involved in civil and criminal litigation in India and in the other jurisdictions in which we\noperate for various reasons, which generally arise because we seek to recover amounts due from borrowers or because customers seek claims\nagainst us or disputes may arise in connection with financial services. In certain instances, former employees have instituted legal and\nother proceedings against us. The majority of these cases arise in the normal course of business, and we believe, based on the facts of\nthe cases and consultation with counsel, that these cases generally do not involve the risk of a material adverse impact on our financial\nperformance or prices of our equity shares and ADSs. We estimate the probability of losses that may be incurred in connection with legal\nand regulatory proceedings as of the date on which our unconsolidated and consolidated financial statements are prepared. We recognize\na 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\nto settle the obligation and a reliable estimate of the amount of the obligation can be made. We determine the amount of provision based\non our estimate of the amount required to settle the obligation at the balance sheet date, supplemented by our experience in similar situations.\nWe review provisions at each balance sheet date and adjust them to reflect current estimates. In cases where the available information\nindicates that a loss is reasonably possible, but the amount of such loss cannot be reasonably estimated, we make a disclosure to this\neffect in the unconsolidated and consolidated financial statements. Whenever we consider it appropriate and the legal or regulatory guidelines\nso permit, we may seek to settle or compound legal or regulatory proceedings through consensual process with the concerned claimant or\nregulator, which may entail monetary payment or receipt or agreeing to non-monetary terms. When there is only a remote risk of loss, we\ndo not recognize a provision, nor do we include a disclosure in the unconsolidated and consolidated financial statements. See also “*Business—Legal\nand Regulatory Proceedings*”. We cannot guarantee that the judgments in, or the outcomes of any of the litigation or other proceedings\nor of any settlement or compounding of legal or regulatory proceedings in which we are involved would be favorable to us and if our assessment\nof the risk changes, our view on provisions will also change.\n\nSee also, “*—Risks relating to\nour business—A determination against us in respect of disputed tax assessments may adversely impact our financial performance.*”\nand “*Business—Legal and Regulatory Proceedings*”.\n\n**We continue to expand our branch network and any inability\nto use these branches productively may have an adverse impact on our growth and profitability.**\n\nThe Bank’s branch network in India increased\nfrom 6,983 branches at March 31, 2025 to 7,511 branches at March 31, 2026. Although we plan to leverage our extensive geographical reach\nto support growth in our business, our new branches typically operate at lower productivity levels, as compared to our existing branches.\nSee also “*—Risks relating to our business—We may seek opportunities for growth through acquisitions, divest our existing\nbusinesses, or be required to undertake mergers by the Reserve*\n\n39\n\n[Table of Contents](#a_050)\n\n*Bank of India and could face integration and other acquisitions\nrisks*”. We also have a substantial branch network in rural and semi-urban areas and have also established branches in villages\nthat did not have any banking services. Any inability to achieve or substantial delays in achieving desired levels of deposits, advances\nor revenues from the new branches would have an adverse impact on our growth and profitability and the prices of our equity shares and\nADSs.\n\n**We depend on the knowledge and skills of our senior\nmanagement. Any inability to attract them and retain them and other talented professionals or any loss of senior management or other talented\nprofessionals may adversely impact our business.**\n\nOur continued success depends in part on the continued\nservice of key members of our management team and our ability to continue to attract, train, motivate and retain highly qualified professionals.\nThis is a key element of our strategy, and we believe it to be a significant source of competitive advantage. The successful implementation\nof our strategy depends on the availability of skilled management, both at our head office and at each of our business units and international\nlocations, continuity in the service of our directors, executives and senior managers, and our ability to attract and train young professionals.\n\nThe appointment of individuals in certain positions\nis subject to regulatory and shareholder approvals. Any stringent requirements by our regulator for appointing key members in the management\nmay require us to reorganize our management structure and may affect our ability to identify, hire and appoint suitable professionals\nfor various roles.\n\nThe loss of any member from our senior management,\nincluding directors and key personnel, can have a material impact on our business, our financial performance, our stockholders’\nequity, 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\nfunctions fail to staff operations appropriately or lose one or more key senior executives or qualified young professionals and fail to\nreplace them in a satisfactory and timely manner, our business, financial condition or results of operations, including our controls related\nto operational risks, may be adversely affected. Likewise, if we fail to attract, appropriately train, motivate or retain young professionals\nor other talent, our business may likewise be affected. We have recently made several changes to our human resource management practices,\nincluding key performance indicators, unit-level operating flexibility and accountability and a shift from grades to functional designations\nat senior levels, aimed at promoting greater agility and synergy across the organization. There can be no assurance that these measures\nwill be successful in meeting the desired objectives.\n\nA substantial portion of our compensation structure\nfor middle and senior management is in the form of employee stock options and dependent on the market price of our equity shares. We introduced\nan employee stock unit scheme aimed primarily at up to the middle-level management employees pursuant to which stock units will be issued\nat the face value of Rs. 2.0 per unit, with phased vesting of units based upon the continuation of the employee. However, increased competition,\nincluding the entry of new banks into an already competitive sector, may affect our ability to hire and retain qualified employees. See\nalso “*Business—Employees*”.\n\nFuture health epidemics or natural disasters could\nimpact our employees, including senior management. There can be no assurance that this would not impact our ability to manage or conduct\nour business or the price of our equity shares and ADSs.\n\n**Risks relating to technology**\n\n**The growing use of technology in banking and financial\nservices creates additional risks of competition, reliability and security.**\n\n40\n\n[Table of Contents](#a_050)\n\nOur business and operations are heavily dependent\nupon our ability to offer digital products and services and process large volumes of transactions. This has increased our reliance on\ntechnology in recent years. Technology innovations in financial services require banks and financial services companies to continuously\ndevelop new and simplified models for offering banking products and services. See also *“—Risks relating to our business—Our\nindustry is very competitive, and our strategy depends on our ability to compete effectively.”*\n\nThe growing demand for digital banking services\nhas substantially increased the volume of transactions for the banking system. This has required banks to enhance their focus on the availability\nand scalability of their systems in the context of growing customer dependence on digital transactions and increasing volumes of such\ntransactions and may require additional investments. The increasing adoption of cloud-based services, open application programming interface\n(“APIs”) digital ecosystems and third-party technology arrangements may further increase operational, cybersecurity, data\nprivacy and concentration risks. Any disruption in service delivery could impact our business, our financial position or our reputation,\nand may lead to regulatory action, including imposing restrictions on our business. Increasing regulatory expectations relating to cybersecurity,\noperational resilience, data protection and privacy may also require additional investments in technology, resilience capabilities and\ncontinuous enhancements to governance, monitoring and compliance frameworks.\n\nThe emergence of technologies including, AI and\ngenerative AI, presents both potential risk and opportunities. Our failure to appropriately respond to these emerging technologies may\nadversely impact our business, financial results, our shareholders’ equity, the prices of our equity shares and ADSs.\n\n**We face security risks, including denial of service\nattacks, misuse of privilege access by insiders, hacking, social engineering attacks targeting our colleagues and customers, malware intrusion\nor data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect our\nbusiness or reputation, and creating significant legal and financial exposure.**\n\nOur businesses rely on our secure processing,\ntransmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and\nnetworks and in the computer and data management systems and networks of third parties. To access our products and services, our customers\nmay use personal smartphones, tablets, laptops, PCs, and other mobile devices that are beyond our control and subject to their own cybersecurity\nrisks. Given our reliance and focus on technology and presence in diverse geographies, our technologies, systems, networks, and our customers’\ndevices are subject to security risks and are susceptible to cyber-attacks (such as, denial of service attacks, hacking, terrorist activities\nor identity theft) that could negatively impact the confidentiality, integrity or availability of data pertaining to us or our customers,\nwhich in turn may cause direct loss of money to our customers or to us, damage to our reputation and adversely impact our business and\nfinancial results. Third parties with which we do business or that facilitate our business activities could also be sources of operational\nand information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.\n\nWe, our customers, regulators and other third\nparties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely\nto continue to be the target of, cyber-attacks. These cyber-attacks include computer viruses, malicious or destructive code, phishing\nattacks, denial of service or information, ransomware, advanced threats from large language models, improper access by employees or vendors,\nattacks on personal email of employees, ransom demands to not expose security vulnerabilities in our systems or the systems of third parties\nor other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of\n\n41\n\n[Table of Contents](#a_050)\n\nconfidential, proprietary and other information of ours, our employees,\nour customers or of third parties, damage our systems or otherwise materially disrupt our or our customers’ or other third parties’\nnetwork access or business operations. There are multiple employees (including outsourced employees) of the Bank who are provided privileged\naccess to various IT systems. We have a defined process for granting employees access to our IT systems, which is reviewed periodically\nby the respective supervisors. However, any large-scale malicious activity by these employees (e.g., deletion of critical data, updating\nof malicious patches) may result in prolonged outage in the critical services of the Bank. This could result in loss of trust of depositors,\nleading to a widespread loss of depositor confidence and withdrawal of funds. Like many other large global financial institutions, we\nhave experienced attacks pertaining to distributed denial of services, which were intended to disrupt customer access to our main portal.\nWhile our monitoring and mitigating controls were able to detect and effectively respond to such incidents, there can be no assurance\nthat these security measures will be successful in the future. As cyber threats continue to evolve, we may be required to expend significant\nadditional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security\nvulnerabilities.\n\nWe have a governance framework in place for security\nand have implemented information security policies, procedures and technologies. We continue to enhance our cybersecurity governance framework\nthrough periodic risk assessments, threat intelligence, vulnerability management, incident response testing and employee awareness programs.\nHowever, considering that technology is currently in a phase of rapid evolution and that the methods used for cyber-attacks are also changing\nfrequently or, in some cases, are not recognized until an actual attack, we may not be able to anticipate or to implement effective preventive\nmeasures against all security breaches. Cyber threats are rapidly evolving, and we may not be able to anticipate or prevent all such attacks\nand could be held liable for any security breach or loss.\n\nCybersecurity risks for banking organizations\nhave significantly increased in recent years in part because of the proliferation of new technologies and the use of the internet and\ntelecommunications technologies to conduct financial transactions. For example, cybersecurity risks may increase as we continue to expand\nour mobile-payment and other internet-based product offerings and expand our internal usage of web-based products and applications. In\naddition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities\nof organized crime affiliates, terrorist organizations, hostile foreign governments, disgruntled employees or vendors, activists and other\nexternal parties, including those involved in corporate espionage. Some of the newer technologies like AI and quantum computing solve\nproblems that are too complex for classical computers. Large scale AI disruptions have the potential to improve technological advantages\nby swiftly processing data through real-time analytics, ultimately leading to enhanced customer experience, optimized operations and predictive\nrisk analysis. However, cyber-attacks using AI technology present a substantial threat due to their ability to identify vulnerabilities\nfaster using sophisticated attack methods and adapt real-time, evading traditional security measures. Encryption tools are used to secure\nonline communications between parties from any possible attackers. Newer technologies could pose a threat to the existing encryption protocols\nand could lead to unauthorized access to internal data.\n\nEven the most advanced internal control environment\nmay be vulnerable to compromise. Targeted social engineering attacks and “spear phishing” attacks are becoming more sophisticated\nand are extremely difficult to prevent. In such an attack, an attacker will attempt to fraudulently induce employees, customers or other\nusers of our systems to disclose sensitive information to gain access to its data or that of its clients. Persistent attackers may succeed\nin penetrating defenses given enough resources, time and motive. The techniques used by cyber criminals change frequently, may not be\nrecognized until launched and may not be recognized until well after a breach has occurred. The risk of a security breach caused by a\ncyber-attack at a vendor or by unauthorized vendor access has also increased in recent years. Additionally, the existence of cyber-attacks\nor 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\nrisks\n\n42\n\n[Table of Contents](#a_050)\n\nwhich could result in direct loss of money of the Bank and/or its customers\ndue to cyber-attacks, potentially resulting in penalties and restrictions on business as well as reputational risks for the Bank.\n\nWe also face indirect technology, cybersecurity\nand operational risks related to clients and other third parties with whom we do business or upon whom we rely to facilitate or enable\nour business activities, including financial counterparties, regulators and providers of critical infrastructure such as internet access\nand electrical power. Cyber-attacks may also target critical infrastructure providers, software supply chains, cloud environments and\nthird-party service providers, which could adversely impact our operations, customer services, data integrity and regulatory compliance\nobligations. As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology\nfailure, cyber-attack or other information or security breach that significantly degrades, deletes or compromises the systems or data\nof one or more financial entities could have a material impact on counterparties or other market participants, including us. This consolidation,\ninterconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems\nneed to be integrated, often on an accelerated basis.\n\nAny third-party technology failure, cyber-attack\nor other information or security breach, termination or constraint could, among other things, adversely affect our ability to facilitate\ntransactions, service our clients, manage our exposure to risk or expand our business. Cyber-attacks or other information or security\nbreaches, whether directed at us or third parties, may result in a material loss or have material consequences. Hacking of personal information\nand identity theft risks, in particular, could cause serious reputational harm. The rapid evolution of fraud techniques, including AI-enabled\nimpersonation, deep-fakes and social engineering attacks, could increase the risk of unauthorized transactions, customer fraud and reputational\nharm. A successful penetration or circumvention of our system security could cause serious negative consequences, including our loss of\ncustomers and business opportunities, costs associated with maintaining business relationships after an attack or breach; significant\nbusiness disruption to our operations and business, misappropriation, exposure, or destruction of our confidential information, intellectual\nproperty, funds, and/or those of our customers; or damage to our computers or systems, and could result in a violation of applicable privacy\nlaws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational\ndamage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations,\nliquidity and financial condition.\n\nOur customers could also be exposed to increased\nphishing and vishing attacks that could result in a financial loss to them, and in turn lead to claims for compensation from the Bank\nor reputation loss for the Bank.\n\n**System failures or system downtime could adversely\nimpact our business.**\n\nGiven the large share of retail products and services\nand transaction banking services in our total business, the importance of systems technology to our business has increased significantly.\nIncreasing dependence on digital channels and interconnected systems may also heighten the impact of technology outages, cyber incidents\nor disruptions affecting critical vendors, payment infrastructure or telecommunications networks. Our business, financial, accounting,\ndata processing systems or other operating systems or facilities may stop operating properly or become disabled or damaged as a result\nof a number of factors, including events that are wholly or partially beyond our control, such as surges in customer transaction volume,\nutility disruptions or failures, natural disasters, diseases, pandemics, events arising from political or social matters and terrorist\nattacks. While we have procedures to monitor for and prevent system downtime or failures, and to recover from system failures in the event\nthey occur, there is no guarantee that these procedures will successfully prevent a system failure or allow us to recover quickly from\na system failure. If our data center is severely impacted, while we have a secondary disaster\n\n43\n\n[Table of Contents](#a_050)\n\nrecovery data center, recovery of some of our systems and services\nmay be delayed, thereby adversely impacting our operations and customer service levels. Any failure in our systems, particularly for retail\nproducts and services and transaction banking, could significantly affect our operations and the quality of our customer service and could\nresult in enhanced regulatory scrutiny and actions and business and financial losses that would adversely affect the prices of our equity\nshares and ADSs. Regulatory scrutiny in this area is increasing. See also “*—Risks that arise as a result of our presence\nin a highly regulated sector—The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory\naction against us, whether formal or informal.*”\n\n**Risks relating to our insurance subsidiaries**\n\n**Additional capital requirements of our insurance subsidiaries\nor our inability to monetize a part of our shareholding or make further investments in these companies as required may adversely impact\nour business and the prices of our equity shares and ADSs.**\n\nAt March 31, 2026, we owned 50.9% of the equity\nshares of our life insurance subsidiary, ICICI Prudential Life Insurance Company Limited, and 51.3% of the equity shares of our general\ninsurance subsidiary, ICICI Lombard General Insurance Company Limited.\n\nAlthough our insurance businesses are profitable,\nand we currently do not anticipate that they would require capital, additional capital may be required to support the business, which\nmay, among other reasons, arise due to regulatory requirements or increased opportunities for growth or changes in loss experience and\nactuarial assumptions. See also “*—Risks relating to our insurance subsidiaries— Actuarial experience and other factors\ncould differ from assumptions made in the calculation of life actuarial reserves and other actuarial information” and “—Risks\nrelating to our insurance subsidiaries—Loss reserves for our general insurance subsidiary’s business are based on estimates\nas to future claims liabilities and adverse developments relating to claims could lead to further reserve additions and materially adversely\naffect the operation of our general insurance subsidiary.”*Our insurance subsidiaries may also explore mergers and acquisitions\nwhich may lead to possible issuance of equity shares. Issuance of additional equity shares for these or any other reasons would reduce\nour shareholding unless we invest additional capital in these businesses. Our ability to invest additional capital in these businesses\nis subject to the Reserve Bank of India’s and various other regulations on capital adequacy and guidelines on financial services\nprovided by banks that prescribe limits for our aggregate investment in financial sector enterprises. All such investments require prior\napproval of the Reserve Bank of India and/or other regulators or government institutions, as applicable.\n\nAny additional capital requirements of our insurance\ncompanies, restrictions on our ability to capitalize them and a requirement that we reduce or increase our shareholding could adversely\nimpact their growth, our future capital adequacy, our financial performance and the prices of their equity shares and our equity shares\nand ADSs. See also “*Business—Overview of Our Products and Services—Insurance*” and “*—Risks\nrelating to our insurance subsidiaries—While our insurance businesses are an important part of our business, there can be no assurance\nof their future rates of growth or levels of profitability.*”\n\n**While our insurance businesses are an important part\nof our business, there can be no assurance of their future rates of growth or levels of profitability.**\n\nOur life insurance and general insurance businesses\nare an important part of our business. See also “*Business—Overview of Our Products and Services—Insurance*”.\nThese businesses have experienced volatility in growth rates in the past and there can be no assurance of their future rates of growth\nor profitability.\n\n44\n\n[Table of Contents](#a_050)\n\nThe Indian life insurance sector has experienced\nsignificant regulatory changes over the years. See also “*Supervision and Regulation—Regulations Governing Insurance Companies*”.\nFuture regulatory changes, if any, apart from impacting the business strategy, may also impact the profit margins of life insurance products.\nOur life insurance subsidiary’s growth and profitability depend on various factors, including the mix of products in its portfolio,\nits relationship with various distribution partners, regulatory changes and market movements. ICICI Bank is a corporate agent of its insurance\nsubsidiary and accounts for less than 15.0% of the business volumes of its life insurance subsidiary based on annualized premium equivalent\nfor fiscal 2026. The life insurance subsidiary’s business is well-diversified across its product mix and distribution mix. While\nthe subsidiary has been making profits since fiscal 2010, there can be no assurance of the continued growth of the subsidiary’s\nbusiness and profitability, including the business generated by the Bank.\n\nWe conduct our general insurance business through\nour general insurance subsidiary, ICICI Lombard General Insurance Company Limited. ICICI Lombard General Insurance Company Limited’s\ngrowth, profitability and return on equity depends on various factors, including the proportion of certain profitable products in its\nportfolio, the maintenance on its relationship with key distribution partners/intermediaries and credit-worthy reinsurers, continuation\nof support by the Government of India of certain insurance schemes to the extent applicable, maintenance of continued reputation and goodwill\nwith customers including well-managed customer concentration risk, regulatory changes and their compliance/implications, climate change\nfactors, changes to tax positions or judgements/tax orders, minimization of losses attributable to internal and external frauds and market\nmovements. There can be no assurance of the future rates of growth, solvency and profitability in the insurance business and various global\ngeopolitical environments and considerations may also influence the same, amongst other pertinent internal and external factors. While\nthis subsidiary has been making profits since fiscal 2013, there can be no assurance of the future profitability or rates of growth in\nthe insurance business. See also “*—Risks relating to our insurance subsidiaries—Additional capital requirements of\nour insurance subsidiaries or our inability to monetize a part of our shareholding or make further investments in these companies as required\nmay adversely impact our business and the prices of our equity shares and ADSs.”* and “*Supervision and Regulation—Regulations\nGoverning Insurance Companies.*”\n\nFurther, IRDAI has from time to time proposed\nchanges to the regulations governing the distribution of insurance products by corporate agents, including banks. Any future regulatory\nchanges or restrictions may require our insurance subsidiaries to change its distribution strategies, which, amongst other factors, may\nresult in increased costs and lower business volumes, as well as impacting ICICI Bank’s distribution of its products and the associated\nfee income. A slowdown in growth in the Indian economy, the impact from any future catastrophes and epidemics or pandemics, any adverse\nimpact from regulatory changes in future or customer dissatisfaction with our insurance products including lack of required innovation\nin products could adversely impact the future growth of these businesses. See also “*—Risks that arise as a result of our\npresence in a highly regulated sector— The enhanced supervisory and compliance environment in the financial sector increases the\nrisk of regulatory action against us, whether formal or informal*”. Any slowdown in these businesses could have an adverse impact\non our business and the prices of our equity shares and ADSs.\n\nIn May 2026, the Ministry of Finance amended the\nrules allowing to raise the Foreign Direct Investment (“FDI”) ceiling under automatic route in Indian insurance companies\nfrom 74% to 100%. This regulatory change may increase foreign investment in Indian insurance companies and lead to consolidation and/or\nchange in ownership in the sector. This may also impact the way Indian insurance company does business in India including business strategy,\nmanagerial skills and practices, technology advancement etc. and thereby may increase competition in future affecting profitability and\ngrowth in the insurance sector. Any such changes could have an adverse impact on our business and the prices of our\n\n45\n\n[Table of Contents](#a_050)\n\nequity shares and ADSs. See also “*Business– Overview\nof Our Products and Services – Insurance*”.\n\n**Actuarial experience and other factors could differ\nfrom assumptions made in the calculation of life actuarial reserves and other actuarial information.**\n\nThe assumptions our life insurance subsidiary\nmakes in assessing its life insurance reserves and computing other actuarial information may differ from actual experiences. These assumptions,\nincluding the assessment of the long-term development of interest rates, investment returns, the allocation of investments between equity,\nfixed-income and other categories, persistency, mortality and morbidity rates, policyholder lapses, policy discontinuation and future\nexpense levels, may be incorrect. In addition, there is a risk that the model used to estimate life and health insurance reserves based\non such assumptions may be incorrect.\n\nOur life insurance subsidiary monitors its actual\nexperience of these assumptions and if any deviation from assumption is expected to continue in the longer term, it refines its long-term\nassumptions. Changes in any such assumption may lead to changes in the estimates of life and health insurance reserves and other actuarial\ninformation. Such changes may also impact the valuation of our life insurance subsidiary by existing or potential investors, and the valuation\nat which any future monetization of our shareholding in the life insurance subsidiary may take place, if at all.\n\nWhile our life insurance subsidiary monitors its\nexperience and assumptions, events such as the COVID-19 pandemic are not anticipated in setting life insurance reserves. Higher claims\ndue to any such pandemic in the future can have an adverse impact on the earnings and net worth of the subsidiary.\n\n**Loss reserves for our general insurance subsidiary’s\nbusiness are based on estimates as to future claims liabilities and adverse developments relating to claims could lead to further reserve\nadditions and materially adversely affect the operation of our general insurance subsidiary.**\n\nIn accordance with the general insurance industry\npractice and accounting and regulatory requirements, our general insurance company establishes reserves for loss and loss adjustment expenses\nrelated to its general insurance business. Reserves are based on estimates of future payments that will be made in respect of claims,\nincluding expenses relating to such claims. The estimation of the loss reserves relies on several key actuarial steps and assumptions,\nfor example, selection of the actuarial methods by line of business, groupings of similar product lines and determination of underlying\nactuarial assumptions like expected loss ratios, loss development factors and loss cost trend factors. Such estimates are made on both\na case-by-case basis of claims that have been reported but not settled, based on the facts and circumstances available at the time the\nreserves are established, as well as in respect of losses that have been incurred but not reported. These reserves represent the estimated\nultimate cost necessary to bring all pending claims to final settlement.\n\nReserves are subject to change due to a number\nof variables that affect the ultimate cost of claims, such as changes in claims handling procedures, legal environment, social attitudes,\nresults of litigation, costs of repairs, changing trends in medical costs, minimum wages and other factors including, changing trends\nin inflation and exchange rates. Our general insurance company’s reserves for environmental and other latent claims are particularly\nsubject to such variables. The results of operations of our general insurance company depend significantly upon the extent to which its\nactual claims experience is consistent with the assumptions it uses in setting the prices for products and establishing the liabilities\nfor\n\n46\n\n[Table of Contents](#a_050)\n\nobligations for technical provisions and claims. To the extent that\nits actual claims experience is less favorable than the underlying assumptions used in establishing such liabilities, it may be required\nto increase its reserves, which may materially adversely affect its results of operations.\n\nEstablished loss reserves estimates are periodically\nadjusted in the ordinary course of settlement, using the most current information available to management, and any adjustments resulting\nfrom changes in reserve estimates are reflected in current results of operations. Our general insurance company also conducts reviews\nof all lines of business to consider the adequacy of reserve levels, on a regular defined basis. Based on current information available\nand on the basis of internal procedures, for example, multiple diagnostics, the management of our general insurance company considers\nthat these reserves are reasonably adequate. The management also follows a philosophy of keeping margins for adverse deviations over and\nabove the best estimates of the ultimate liability to protect against any unknown events which are not yet reflected in the past data.\nHowever, because the establishment of reserves for loss and loss adjustment expenses is an inherently uncertain process, there can be\nno assurance that ultimate losses will not materially exceed the established reserves for loss and loss adjustment expenses and have a\nmaterial adverse effect on the results of operations of our general insurance company. Such adverse effects may also impact the valuation\nof our general insurance company by existing or potential investors, and the valuation at which any future monetization of our shareholding\nin the general insurance company may take place, if at all. See also “*—Risks relating to our insurance subsidiaries—Additional\ncapital requirements of our insurance subsidiaries or our inability to monetize a part of our shareholding or make further investments\nin these companies as required may adversely impact our business and the prices of our equity shares and ADSs*”.\n\n**The financial results of our insurance companies could\nbe materially adversely affected by the occurrence of a catastrophe and various climate change events.**\n\nPortions of our general insurance business may\ncover losses from unpredictable events such as hurricanes, windstorms, epidemics, monsoons, earthquakes, fires, industrial explosions,\nfloods, riots and other man-made or natural disasters, including acts of terrorism, and epidemics or pandemics and/or various climate\nchange events. The incidence and severity of these catastrophes in any given period are inherently unpredictable. Although reserves are\nestablished after an assessment of potential losses relating to catastrophes covered, there is no assurance that such reserves would be\nsufficient to pay for all related claims of catastrophes and/or various climate change events.\n\nIn addition, our life insurance subsidiary’s\nbusiness may incur losses due to increased mortality and morbidity claims of customers, affected by catastrophes, epidemics or pandemics.\nIn addition, catastrophes could result in losses in the investment portfolios of our life insurance subsidiary due to, among other reasons,\nthe failure of its counterparties to perform their obligations or significant volatility or disruption in the financial markets.\n\nOur general insurance company’s operations\nare exposed to claims relating to catastrophes, epidemics, pandemics and climate change events.\n\nAlthough our insurance subsidiaries monitor their\noverall exposure to catastrophes, epidemics and other unpredictable events in each geographic region and determine, allowing for calibration/re-calibration\nof their underwriting limits related to insurance coverage for losses from such events, the insurance subsidiaries generally seek to reduce\ntheir exposure through the purchase of reinsurance, selective and focused underwriting practices and by monitoring risk accumulation.\nClaims relating to catastrophes and epidemics or pandemics or climate change events in future may result in unusually high levels of losses\nand may require additional capital to maintain solvency margins and could have a material adverse effect on our financial position or\ncredit rating or the results of our operations.\n\n47\n\n[Table of Contents](#a_050)\n\n**Risks Relating to ADSs and Equity Shares**\n\n**ADS holders may be restricted in their ability to\nexercise voting rights and your ability to withdraw equity shares from the depositary facility is subject to delays and legal restrictions.**\n\nWe filed an amendment to Form F-6 and\namended the deposit agreement effective January 2, 2026 (as amended, the “Amended Deposit Agreement”) to allow our ADS\nholders to exercise their voting rights through the depositary. Unlike in the past, the depositary will not exercise the voting\nrights as instructed by our Board. ADS holders are entitled to give instructions for the exercise of voting rights through the\ndepository, and the depository will vote based on ADS holders’ voting instructions. In the event that an ADS holder does not\nprovide voting instructions to the depository, the depository will not vote those shares. The exercise of voting rights in respect\nof the ADSs is subject to legal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or\nreplaced from time to time. The ceiling on voting rights for any individual holder of equity shares is 26.0% of the total voting\nrights of a bank. See also “*Major shareholders*”. If the ADS holder wishes, they may withdraw the equity shares\nunderlying their ADSs and seek to exercise their voting rights under the equity shares obtained from the withdrawal. However, for\nforeign investors, this withdrawal process may be subject to delays. For a discussion of the legal restrictions triggered by a\nwithdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also “*Restriction on Foreign\nOwnership of Indian Securities*”.\n\n**Your holdings may be diluted by additional issuances\nof equity, and any dilution may adversely affect the market prices of our equity shares and ADSs.**\n\nIn 2020, we raised Rs. 150.00 billion (US$ 2.0\nbillion) of equity capital through a Qualified Institutions Placement. In March 2025, in accordance with the Delisting Scheme among ICICI\nBank, ICICI Securities Limited and their respective shareholders for delisting of equity shares of ICICI Securities Limited, the Bank\nallotted 56 million equity shares of Rs. 2 each, including 52,000 equity shares towards fractional entitlements, to the public shareholders\nof ICICI Securities Limited as of the record date, in accordance with the approved equity swap ratio as provided in the Delisting Scheme.\nIn the future, we may conduct additional equity offerings to fund the growth of our business. In addition, up to 10.0% of our issued equity\nshares from time to time, may be granted in accordance with our Employees Stock Option Scheme and 101 million units can be granted under\nthe Employees Stock Unit Scheme. We constantly evaluate different financing options and any future issuance of equity shares or ADSs or\nexercise of employee stock options that would dilute the positions of investors in equity shares and ADSs and could adversely affect the\nmarket prices of our equity shares and ADSs.\n\n**You may be unable to exercise pre-emptive rights available\nto other shareholders.**\n\nA company incorporated in India must offer its\nholders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership\npercentages prior to the issuance of any new equity shares, unless these rights have been waived by at least 75.0% of the company’s\nshareholders present and voting at a shareholders’ general meeting. United States investors in ADSs may be unable to exercise these\npre-emptive rights for equity shares underlying ADSs unless a registration statement under the Securities Act of 1933, as amended (the\n“Securities Act”) is effective with respect to such rights or an exemption from the registration requirements of the Securities\nAct is available. Any decision to file a registration statement will depend on the costs and potential liabilities associated with any\nsuch registration as well as the perceived benefits of enabling investors in ADSs to exercise their pre-emptive rights and any other factors\nwe consider appropriate at such time. To the extent that investors in ADSs are unable to exercise pre-emptive rights, their proportional\nownership interests in us would be reduced.\n\n48\n\n[Table of Contents](#a_050)\n\n**Your ability to sell in India any equity shares withdrawn\nfrom the depositary facility, the conversion of rupee proceeds from such sale into a foreign currency, and the repatriation of such foreign\ncurrency may be subject to delays if specific approval of the Reserve Bank of India is required.**\n\nADS holders seeking to sell in India any equity\nshares withdrawn upon surrender of ADSs, convert the rupee proceeds from such sale into a foreign currency or repatriate such foreign\ncurrency may need the Reserve Bank of India’s approval for each such transaction. See also “*Restriction on Foreign Ownership\nof Indian Securities*”. We cannot guarantee that any such approval will be obtained in a timely manner or at terms favorable\nto the investor. Because of possible delays in obtaining the requisite approvals, investors in equity shares may be prevented from realizing\ngains during periods of price increases or limiting losses during periods of price declines.\n\n**Restrictions on reissuance and deposit of equity shares\nin the depositary facility could adversely affect the price of our ADSs.**\n\nUnder current Indian regulations, an ADS holder\nwho surrenders ADSs and withdraws equity shares may deposit those equity shares again in the depositary facility in exchange for ADSs.\nAn investor who has purchased equity shares in the Indian market may also deposit those equity shares in the ADS program. However, the\ndeposit of equity shares may be subject to securities law restrictions and the restriction that the cumulative aggregate number of equity\nshares that can be deposited as of any time cannot exceed the cumulative aggregate number represented by ADSs converted into underlying\nequity shares as of such time. Further, the number of equity shares that can be deposited in exchange of ADSs or the number of reissuances\nof the ADSs may be restricted subject to any amendment in the overall size of the ADS program. These restrictions increase the risk that\nthe market price of our ADSs will be below that of the equity shares.\n\nThe depositary facility pursuant to which the\nADSs are issued may be amended. Such amendment could include changes in the size of the ADS program. Any such amendment could adversely\naffect the market price and liquidity of our equity shares and ADSs or adversely affect the ability to trade the ADSs.\n\n**Certain shareholders own a large percentage of our\nequity shares, and their actions could adversely affect the prices of our equity shares and ADSs.**\n\nAny substantial sale of our equity shares by\nany large shareholder could adversely affect the prices of our equity shares and ADSs. See also “*Major\nShareholders*”. The Reserve Bank of India, in exercising the powers conferred by the Banking Regulation Act, has notified a\nceiling on voting rights in a banking company for a single shareholder of 26.0%. Deutsche Bank Trust Company Americas held 16.0% of\nour equity shares at June 30, 2026. Unlike in the past, the depositary will not exercise the voting rights as instructed by our\nBoard. The Amended Deposit Agreement allows our ADS holders to exercise their voting rights through the depositary. ADS holders are\nentitled to give instructions for the exercise of voting rights through the depository, and the depository will vote based on ADS\nholders’ voting instructions. In the event that an ADS holder does not provide voting instructions to the depository, the\ndepository will not vote those shares. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory\nrestrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time. The ceiling on voting\nrights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. See also “*Major\nshareholders*”. If the ADS holder wishes, they may withdraw the equity shares underlying their ADSs and seek to exercise\ntheir voting rights under the equity shares obtained from the withdrawal. However, for foreign investors, this withdrawal process\nmay be subject to delays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the\n\n49\n\n[Table of Contents](#a_050)\n\ndepositary facility upon surrender of ADSs, see also “*Restriction\non Foreign Ownership of Indian Securities*”.\n\n**Conditions in the Indian securities market may adversely\naffect the price or liquidity of our equity shares and ADSs.**\n\nThe Indian securities markets are smaller and\nmore volatile than securities markets in developed economies. In the past, the Indian stock exchanges have experienced high volatility\nand other problems that have affected the market price and liquidity of the listed securities, including temporary exchange closures,\nbroker defaults, settlement delays and strikes by brokers. For example, following the outbreak of the COVID-19 pandemic in early 2020,\nthe benchmark S&P BSE Sensex declined during the three months ended March 31, 2020 by 28.6%. Even before the volatility caused by\nthe COVID-19 pandemic, volatility in the Indian stock markets have created temporary concerns regarding the price or liquidity of our\nequity shares and ADSs. In recent years, there have been changes in laws and regulations regulating the taxation of dividend income, which\nhave impacted the Indian equity capital markets. See also “*Dividends*”. Similar problems or changes in the future could\nadversely affect the market price and liquidity of our equity shares and ADSs.\n\n**Settlement of trades of equity shares on Indian stock\nexchanges may be subject to delays.**\n\nThe equity shares represented by ADSs are currently\nlisted on the BSE Limited and the National Stock Exchange of India Limited. Settlement on those stock exchanges may be subject to delays\nand an investor in equity shares withdrawn from the depositary facility upon surrender of ADSs may not be able to settle trades on such\nstock exchanges in a timely manner. See also “*—Risks Relating to ADSs and Equity Shares—Conditions in the Indian\nsecurities market may adversely affect the price or liquidity of our equity shares and ADSs.*”\n\n**Because the equity shares underlying ADSs are quoted\nin rupees in India, you may be subject to potential losses arising out of exchange rate risk on the Indian rupee.**\n\nInvestors who purchase ADSs are required to pay\nfor ADSs in U.S. dollars and are subject to currency fluctuation risk and convertibility risks since the equity shares underlying ADSs\nare quoted in rupees on the Indian stock exchanges on which they are listed. Dividends on the equity shares will also be paid in rupees\nand then converted into U.S. dollars for distribution to ADS investors. Investors who seek to convert the rupee proceeds of a sale of\nequity shares withdrawn upon surrender of ADSs into foreign currency and repatriate the foreign currency may need to obtain the approval\nof the Reserve Bank of India for each such transaction. See also “*—Risks Relating to ADSs and Equity Shares—Your\nability to sell in India any equity shares withdrawn from the depositary facility, the conversion of rupee proceeds from such sale into\na foreign currency, and the repatriation of such foreign currency may be subject to delays if specific approval of the Reserve Bank of\nIndia is required*” and “*Exchange Controls*”.\n\n**You may be subject to Indian taxes arising out of\ncapital gains.**\n\nIn certain circumstances, capital gains arising\non the sale of the underlying equity shares are subject to Indian capital gains tax. Investors are advised to consult their own tax advisors\nand to carefully consider the potential tax consequences of owning ADSs or underlying equity shares. See also “*Taxation—Indian\nTax*”.\n\n**There may be different company information available\nin Indian securities markets than in securities markets in the United States and the continued listing of our securities in US markets\nis subject to various considerations.**\n\n50\n\n[Table of Contents](#a_050)\n\nThere is a difference between India and the United\nStates in the level of regulation and monitoring of the securities markets and the activities of investors, brokers and other market participants.\nThe SEBI is responsible for improving disclosure and regulating insider trading and other matters for the Indian securities markets. There\nmay, however, be different publicly available information about Indian companies than is regularly made available by public companies\nin 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\nand policy risks. For example, the SEC has recently issued a concept paper seeking comments on possible changes in rules relating to foreign\nprivate issuers, such as us. The continued listing of our securities in US markets is thus subject to various considerations such as applicable\nregulations, costs and business and financing strategies.\n\n51\n\n[Table of Contents](#a_050)\n\n**MAJOR\nSHAREHOLDERS**\n\n**Shareholding Structure and Relationship with the Government of India**\n\nThe following table sets forth, at June 30, 2026,\ncertain information regarding the ownership of our equity shares.\n\nPercentage of Total Equity Shares Outstanding\nNumber of Equity Shares Held\n\nGovernment-controlled Shareholders:\n\nLife Insurance Corporation of India\n4.4\n311,817,010\n\nOther government-controlled institutions, insurance companies, reinsurers, corporations and banks\n0.6\n43,896,452\n\nTotal government-controlled shareholders\n5.0\n355,713,462\n\nOther Indian investors:\n\nSBI Mutual Fund\n6.3\n450,111,904\n\nICICI Prudential Mutual Fund\n4.4\n315,762,005\n\nHDFC Mutual Fund\n3.6\n256,619,648\n\nNational Pension Scheme Trust\n3.4\n242,305,251\n\nNippon Life India Mutual Fund\n2.5\n182,635,211\n\nUTI Mutual Fund\n2.2\n158,795,689\n\nSBI Life Insurance Company Limited\n1.4\n102,408,001\n\nKotak Mutual Fund\n1.2\n86,519,523\n\nAxis Mutual Fund\n1.1\n75,937,247\n\nAditya Birla Sun Life Mutual Fund\n1.0\n74,293,638\n\nOther mutual funds and alternative investment funds\n8.2\n591,643,098\n\nPrivate sector insurance companies other than SBI Life Insurance\nCompany\n2.2\n154,537,762\n\nOther private sector corporations and financial institutions\n0.8\n58,709,352\n\nInvestor education protection fund\n0.2\n11,072,239\n\nIndividual domestic investors(1),(2)\n6.2\n446,063,926\n\nTotal other Indian investors\n44.7\n3,207,414,494\n\nTotal Indian investors\n49.7\n3,563,127,956\n\nForeign investors:\n\nDeutsche Bank Trust Company Americas, as depositary for American Depositary Shares (ADS) holders\n16.0\n1,149,973,715\n\nGovernment of Singapore\n1.5\n107,693,000\n\nGovernment Pension Fund Global\n1.4\n102,293,052\n\nVanguard Total International Stock Index Fund\n1.1\n77,861,347\n\nVanguard Emerging Markets Stock Index Fund\n1.0\n73,733,631\n\nOther foreign institutional investors, foreign banks, overseas corporate bodies, foreign companies, foreign nationals, foreign institutional investors and non-resident Indians(2)\n29.3\n2,098,933,043\n\nTotal foreign investors\n50.3\n3,610,487,788\n\nTotal\n100.0\n7,173,615,744\n\n(1)Executive officers and directors (including non-executive directors) as a group held about 0.04% of ICICI Bank’s equity shares\nat June 30, 2026.\n\n(2)No single shareholder in this group owned 1.0% or more of ICICI Bank’s equity shares at June 30, 2026.\n\n52\n\n[Table of Contents](#a_050)\n\nThe holding of government-controlled shareholders\nwas 5.0% on June 30, 2026 against 5.7% at June 30, 2025, and 6.4% at June 30, 2024. The holding of Life Insurance Corporation of India\nwas 4.4% on June 30, 2026 against 5.2% at June 30, 2025 and 5.8% at June 30, 2024.\n\nWe operate as an autonomous commercial enterprise,\nand the Government of India has never directly held any of our shares. We are not aware of or a party to any shareholders’ agreement\nor voting trust relating to the ownership of the shares held by the government-controlled shareholders. We do not have any agreement with\nour government-controlled shareholders regarding management control, voting rights, anti-dilution or any other matter. Our Articles of\nAssociation include a provision for the Government of India to appoint, pursuant to the provisions of guarantee agreements between the\nGovernment of India and ICICI, a representative to our Board. At present, there is no representative of the Government of India on our\nBoard. On June 30, 2026, we do not have government guaranteed borrowings outstanding. See also *“Management—Directors and\nExecutive Officers*” for a discussion of the composition of our Board.\n\nThe holding of other Indian investors was\n44.7% at June 30, 2026 against 37.1% at June 30, 2025 and 36.9% at June 30, 2024. The total holding of Indian investors was 49.7% at\nJune 30, 2026 against 42.8% at June 30, 2025 and 43.4% at June 30, 2024. The holding of foreign investors was 50.3% at June 30, 2026\nagainst 57.2% at June 30, 2025 and 56.6% at June 30, 2024. The Reserve Bank of India, exercising its powers under the Banking\nRegulation Act has established a limit of 26.0% on the voting rights of a single shareholder in a banking company. Deutsche Bank\nTrust Company Americas holds the equity shares represented by about 575 million American Depositary Receipts outstanding as\ndepositary on behalf of the holders of the ADS. The ADSs are listed on the New York Stock Exchange. The depositary held 16.0% of our\nequity shares on June 30, 2026. Unlike in the past, the depositary will not exercise the voting rights as instructed by our Board.\nThe Amended Deposit Agreement allows our ADS holders to exercise their voting rights through the depositary. ADS holders are\nentitled to give instructions for the exercise of voting rights through the depository, and the depository will vote based on ADS\nholders’ voting instructions. In the event that an ADS holder does not provide voting instructions to the depository, the\ndepository will not vote those shares. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory\nrestrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time. The ceiling on voting\nrights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. If the ADS holder wishes, they may\nwithdraw the equity shares underlying their ADSs and seek to exercise their voting rights under the equity shares obtained from the\nwithdrawal. However, for foreign investors, this withdrawal process may be subject to delays. For a discussion of the legal\nrestrictions triggered by a withdrawal of the equity shares from the depositary facility upon surrender of ADSs, see also\n“*Restriction on Foreign Ownership of Indian Securities*”. See also *“Supervision and\nRegulation—Ownership and Voting Restrictions*”.\n\n53\n\n[Table of Contents](#a_050)\n\n**Related\nParty Transactions**\n\nIn fiscal 2026, we entered into transactions with\nrelated parties consisting of (i) associates/other related entities and (ii) key management personnel and their close family members.\n\n**Related Parties**\n\n**Associates/Other Related Entities**\n\nFor fiscal 2026, the following parties were identified\nas our associates/other related entities: Arteria Technologies Private Limited, India Infradebt Limited, ICICI Foundation for Inclusive\nGrowth, Cheryl Advisory Private Limited, GENEZEN1, FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services\nPrivate Limited)2, NIIT Institute of Finance, Banking and Insurance Training Limited2, India Advantage Fund-III3,\nIndia Advantage Fund-IV3, Chamunda Diamonds, Procedium Strategy LLP and FactoryOS Private Limited.\n\n1.From Q1-2026, GENEZEN is considered a related party of the Bank.\n\n2.During Q1-2026, FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited) and NIIT Institute of\nFinance, Banking and Insurance Training Limited ceased to be related parties of the Bank.\n\n3.During Q2-2026, India Advantage Fund-III & India Advantage Fund-IV ceased to be related parties of the Bank.\n\n** Key\nManagement Personnel and their Close Family Members**\n\nOur key management personnel include our executive\ndirectors. The following individuals were our key management personnel in fiscal 2026: Mr. Sandeep Bakhshi, Mr. Sandeep Batra, Mr. Rakesh\nJha and Mr. Ajay Kumar Gupta. The close family members of the above key management personnel are also our related parties. Close family\nmembers in relation to the executive directors mean their spouses, children, children’s spouses, grand-children, grand-children’s\nspouses, siblings, sibling’s spouses, parents, maternal grandparents, paternal grandparents and members of a Hindu undivided family.\nWe have applied the Indian GAAP standard and Reserve Bank of India Act, 1934 in determining the close family members of the executive\ndirectors.\n\n**Related Party Transactions**\n\nThe following are the material transactions between\nus and our associates/other related entities or our key management personnel or their close family members.\n\nFor additional details, see also “*Management—Compensation\nand Benefits to Directors and Officers—Loans*” and Note 2 - “*Related Party Transactions*” of Schedule\n18 to the consolidated financial statements included herein.\n\n**Insurance services**\n\nDuring fiscal 2026, we received insurance premiums\nfrom our associates/other related entities amounting to Rs. 22 million, from our key management personnel amounting to Rs. 1 million and\nfrom the close family members of our key management personnel amounting to Rs. 6 million. The premiums received covered life insurance,\ngroup term insurance and investment linked insurance plans. The material transactions during fiscal 2026 included Rs. 18 million premium\nreceived from ICICI\n\n54\n\n[Table of Contents](#a_050)\n\nFoundation for Inclusive Growth, Rs. 3 million premium received from\nIndia Infradebt Limited and Rs. 5 million premium received from Ms. Aparna Gupta, a close family member of Mr. Ajay Kumar Gupta.\n\nDuring fiscal 2026, we paid claims including maturity,\nannuity and policy surrender value to our associates/other related entities amounting to Rs. 25 million and to our key management personnel\namounting to Rs. 1 million. The material transactions during fiscal 2026 included Rs. 25 million paid to ICICI Foundation for Inclusive\nGrowth and Rs. 1 million paid to Mr. Sandeep Bakhshi.\n\n**Income from services rendered**\n\nDuring fiscal 2026, we earned income amounting\nto Rs. 54 million for services rendered to our associates/other related entities, Rs. 2 million from our key management personnel and\nRs. 0.1 million from the close family members of our key management personnel. The income primarily relates to marketing and promotion\nfees, sponsorship and banking service fees, arranger fees and bank charges. The material transactions during fiscal 2026 included Rs.\n35 million of income from services rendered to FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\nand Rs. 14 million of income from services rendered to India Infradebt Limited.\n\n**Income from shared services**\n\nDuring fiscal 2026, we recovered cost towards\nsharing of premises, corporate infrastructure facilities and technology services from ICICI Foundation for Inclusive Growth amounting\nto Rs. 14 million.\n\n**Expenses for services received**\n\nDuring fiscal 2026, we paid brokerage fees and\nother expenses to our associates/other related entities amounting to Rs. 346 million. These expenses primarily pertain to merchant management\nfees, subsidy and commission expenses. The material transactions during fiscal 2026 included Rs. 178 million in expenses for services\npaid to FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited) and Rs. 168 million in expenses\nfor services paid to Arteria Technologies Private Limited.\n\n**Investments in securities issued by related parties**\n\nDuring fiscal 2026, we invested Rs. 18.7 billion\nin securities issued by India Infradebt Limited.\n\n**Redemption/buyback of investments**\n\nDuring fiscal 2026, we received Rs. 2.8 billion\nfrom our associates/other related entities on account of redemption of bonds and venture fund units. The material transactions during\nfiscal 2026 included Rs. 2.7 billion from India Infradebt Limited, Rs. 81 million from India Advantage Fund- IV and Rs. 62 million from\nIndia Advantage Fund- III.\n\n**Interest expenses**\n\nDuring fiscal 2026, we paid interest on deposits\naccepted to our associates/other related entities amounting to Rs. 49 million, to our key management personnel amounting to Rs. 28 million\nand to the close family members of our key management personnel amounting to Rs. 13 million. The material transactions during fiscal 2026\nincluded Rs. 45 million of interest paid to Arteria Technologies Private Limited, Rs. 25 million of interest paid to Mr. Rakesh Jha, Rs.\n3 million of interest paid to NIIT Institute of Finance, Banking and Insurance Training Limited, Rs. 0.4 million of interest paid to ICICI\nFoundation\n\n55\n\n[Table of Contents](#a_050)\n\nfor Inclusive Growth, and Rs. 0.1 million of interest paid to FISERV\nMerchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited).\n\n**Interest earned**\n\nDuring fiscal 2026, we received Rs. 426 million\nin interest on investments in bonds and loans from our associates/other related entities and Rs. 2 million from our key management personnel.\nThe material transactions during fiscal 2026 included Rs. 417 million of interest received from India Infradebt Limited.\n\n**Purchase of fixed assets**\n\nDuring fiscal 2026, we purchased fixed assets\nfrom Arteria Technologies Private Limited amounting to Rs. 1 million.\n\n**Sale of loan**\n\nDuring fiscal 2026, we sold loans to India Infradebt\nLimited amounting to Rs. 3.6 billion.\n\n**Dividend income**\n\nDuring fiscal 2026, we received dividend income\nfrom India Infradebt Limited amounting to Rs. 107 million.\n\n**CSR expenses**\n\nDuring fiscal 2026, we paid corporate social responsibility\nrelated expenses to ICICI Foundation for Inclusive Growth amounting to Rs. 11.4 billion.\n\n**Dividend paid**\n\nDuring fiscal 2026, we paid Rs. seven thousand\nin dividends to our associates/other related entities, Rs. 16 million in dividends to our key management personnel and Rs. 7 million in\ndividends to the close family members of our key management personnel. Dividends paid included Rs. 3 million to Mr. Sandeep Bakhshi, Rs.\n6 million to Mr. Sandeep Batra, Rs. 1 million to Mr. Rakesh Jha, Rs. 6 million to Mr. Ajay Kumar Gupta and Rs. 3 million to Mr. Shivam\nBakhshi, a close family member of Mr. Sandeep Bakhshi.\n\n**Reimbursement of expenses paid**\n\nDuring fiscal 2026, we reimbursed official expenses\nof Rs. 2 million to our key management personnel. The material transactions during fiscal 2026 included Rs. 0.5 million to Mr. Rakesh\nJha, Rs. 0.8 million to Mr. Sandeep Batra and Rs. 0.4 million to Mr. Ajay Kumar Gupta.\n\n**Value of ESOPs exercised**\n\nDuring fiscal 2026, our key management personnel\nexercised ESOPs amounting to Rs. 769 million. The value of ESOPs exercised during fiscal 2026 by Mr. Sandeep Bakhshi was Rs. 284 million,\nby Mr. Sandeep Batra was Rs. 240 million, by Mr. Rakesh Jha was Rs. 215 million, and by Mr. Ajay Kumar Gupta was Rs. 30 million.\n\n56\n\n[Table of Contents](#a_050)\n\n**Volume of fixed deposits accepted**\n\nDuring fiscal 2026, the volume of fixed deposits\naccepted from our associates/other related entities amounted to Rs. 1.1 billion, the volume of fixed deposits accepted from our key management\npersonnel amounted to Rs. 563 million and the volume of fixed deposits accepted from the close family members of our key management personnel\namounted to Rs. 90 million. The material transactions during fiscal 2026 were Rs. 1.1 billion of fixed deposits accepted from Arteria\nTechnologies Private Limited and Rs. 461 million of fixed deposits accepted from Mr. Rakesh Jha.\n\n**Forex/swaps/derivatives and forwards transactions\nentered (notional value)**\n\nDuring fiscal 2026, we entered into forex/swaps/derivatives\nand forwards transactions with Arteria Technologies Private Limited amounting to Rs. 73 million.\n\n**Guarantees/letters of credit given**\n\nDuring fiscal 2026, we gave guarantees to ICICI\nFoundation for Inclusive Growth amounting to Rs. 2.0 billion.\n\n**Capital infusion**\n\nDuring fiscal 2026, ICICI group infused capital\nin Arteria Technologies Private Limited amounting to Rs. 18 million.\n\n**Related Party Balances**\n\nThe following table sets forth, at the date indicated,\nour balance payable to/receivable from our associates/other related entities:\n\nItems\nAt year-end fiscal 2026\n\n(in million)\n\nDeposits accepted from related parties held by us\nRs.3,350\n\nPayables to related parties\n3,833\n\nOur investments in related parties\n13,479\n\nInvestments of related parties in ICICI Group(1)\n0.0\n\nLoans and advances to related parties(2)\n102\n\nReceivables from related parties\n198\n\nGuarantees issued by us for related parties\n2,013\n\nThe following table sets forth, at the date indicated,\nthe balance payable to/receivable from the key management personnel:\n\nItems\nAt year-end fiscal 2026\n\n(in million)\n\nDeposits accepted from key management personnel\nRs.880\n\nPayables to key management personnel\n0.2\n\nInvestments in our shares held by key management personnel\n5\n\nLoans and advances to key management personnel(3)\n40\n\nReceivables from key management personnel\n-\n\n57\n\n[Table of Contents](#a_050)\n\nThe following table sets forth, at the date indicated,\nthe balance payable to/receivable from the close family members of key management personnel:\n\nItems\nAt year-end fiscal 2026\n\n(in million)\n\nDeposits accepted from close family members of key management personnel\nRs.213\n\nPayables to close family members of key management personnel\n1\n\nInvestments in our shares held by close family members of key management personnel\n6\n\nLoans and advances to close family members of key management personnel(2)\n3\n\nReceivables from close family members of key management personnel\n-\n\nThe following table sets forth, for the period\nindicated, the maximum balance payable to/receivable from the key management personnel:\n\nItems\nAt year-end fiscal 2026\n\n(in million)\n\nDeposits accepted from key management personnel\nRs.880\n\nPayables to key management personnel\n0.2\n\nInvestments in our shares held by key management personnel\n5\n\nLoans and advances to key management personnel\n100\n\nReceivables from key management personnel\n0.1\n\nThe following table sets forth, for the period\nindicated, the maximum balance payable to/receivable from the close family members of key management personnel:\n\nItems\nAt year-end fiscal 2026\n\n(in million)\n\nDeposits accepted from close family members of key management personnel\nRs.243\n\nPayables to close family members of key management personnel\n1\n\nInvestments in our shares held by close family members of key management personnel\n6\n\nLoans and advances to close family members of key management personnel\n4\n\nReceivables from close family members of key management personnel\n-\n\n(1)Insignificant amount.\n\n(2)The loans and advances (a) were\nmade in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those\nprevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability\nor present other unfavorable features.\n\n(3)The loans and advances (a) were\nmade in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those\nprevailing at the time for comparable transactions with other persons or (b) were made on the same terms, including interest rates and\ncollateral, as those prevailing at the time for other employees as part of employee loan scheme, and (c) did not involve more than the\nnormal risk of collectability or present other unfavorable features.\n\n58\n\n[Table of Contents](#a_050)\n\n**Business**\n\n**Overview**\n\nWe are a diversified financial services group\noffering a wide range of banking and financial services to corporate and retail customers through a variety of delivery channels. Apart\nfrom banking products and services, we offer life and general insurance, asset management, securities brokerage, and private equity products\nand services through our specialized subsidiaries. Our consolidated total assets at year-end fiscal 2026 were Rs. 29,145.0 billion. Our\nconsolidated capital and reserves and surplus including employees’ stock options outstanding at year-end fiscal 2026, were Rs. 3,630.6\nbillion and our consolidated net profit (after minority interest) for fiscal 2026 was Rs. 542.1 billion.\n\nOur primary business consists of commercial banking\noperations for retail and corporate customers. Our commercial banking operations for retail customers consist of retail lending, deposit\ntaking, and other fee-based products and services. We provide a range of commercial banking products and services, including loan products,\nfee and commission-based products and services, deposit products and foreign exchange and derivatives products to large corporations,\nmiddle market companies and small and medium enterprises. We also offer agricultural and rural banking products. We earn interest and\nfee income from our commercial banking operations. We deliver our products and services through a variety of channels, including bank\nbranches, ATMs, call centers, internet and mobile phones. We had a network of 7,511 branches and 12,087 ATMs and cash recycler machines\nin India at year-end fiscal 2026.\n\nAt year-end fiscal 2026, we had banking subsidiaries\nin the United Kingdom and Canada, branches in the United States (New York), Dubai International Finance Centre, Bahrain, Hong Kong, Singapore,\nChina, Offshore Banking Unit in Mumbai and IFSC Banking Unit in Gandhinagar. In May 2026, the Bank received the no-objection letter from\nthe Reserve Bank of India to close the Offshore Banking Unit located in the Santacruz Electronic Exports Promotion Zone, Mumbai. At year-end\nfiscal 2026, we had representative offices in the United Arab Emirates (Dubai, Abu Dhabi and Sharjah), the United States (Texas, California,\nIllinois and New Jersey), Nepal, Bangladesh, Sri Lanka, Malaysia and Indonesia. Our subsidiary in the United Kingdom has a branch in Germany.\nSee also “*Risk factors—Risks Relating to Our Business—The exposures of our international branches and banking subsidiaries\ncould generally affect our business, financial condition and results of operations*”.\n\nOur treasury operations include the maintenance\nand management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives\nproducts and services for corporate customers, such as forward contracts and interest rate and currency swaps.\n\nWe are also engaged in insurance, asset management,\nsecurities brokerage business and private equity fund management through specialized subsidiaries. Our subsidiaries, ICICI Prudential\nLife Insurance Company Limited, ICICI Lombard General Insurance Company Limited and ICICI Prudential Asset Management Company Limited,\nprovide a wide range of life insurance, general insurance and asset management products respectively.\n\nOur subsidiary ICICI Securities Limited is engaged\nin equities underwriting, securities brokerage and distribution of financial products. Our subsidiary ICICI Securities Primary Dealership\nLimited is engaged in underwriting and primary dealership of government securities. Our private equity fund management subsidiary, ICICI\nVenture Funds Management Company Limited transferred the private equity, venture capital and real estate fund management business to ICICI\nPrudential Asset Management Company Limited. ICICI Venture Funds Management Company Limited would continue to undertake certain\n\n59\n\n[Table of Contents](#a_050)\n\nadvisory activities as well as manage certain residual funds. Our subsidiary,\nICICI Pension Fund Management Limited is a registered pension fund manager under the National Pension System.\n\nOur legal name is ICICI Bank Limited, but we are\nknown commercially as ICICI Bank. We were incorporated on January 5, 1994 under the laws of India as a limited liability corporation.\nThe duration of ICICI Bank is unlimited. Our principal corporate office is located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai\n400 051, India, our telephone number is +91 22 4008 6173 and our website address is www.icici.bank.in. None of the contents of\nour and our subsidiaries’ websites are incorporated in this annual report. Our agent for service of process in the United States\nis Mr. Atul Jain, Country Head, ICICI Bank Limited, New York Branch, 575 Fifth Avenue, 26th floor, Suite 2600, New York, New\nYork 10017.\n\n**History**\n\nICICI was formed in 1955 at the initiative of\nthe World Bank, the Government of India and Indian industry representatives. The principal objective was to create a development financial\ninstitution for providing medium-term and long-term project financing to Indian businesses. Until the late 1980s, ICICI primarily focused\nits activities on project finance, providing long-term funds to a variety of industrial projects. With the liberalization of the financial\nsector in India in the 1990s, ICICI transformed its business from a development financial institution offering only project finance to\na diversified financial services provider that, along with its subsidiaries and other group companies, offered a wide variety of products\nand services. ICICI Bank was incorporated in 1994 as a part of ICICI group. ICICI and ICICI Bank merged in 2002.\n\n**Strategy**\n\nIn fiscal 2026, we maintained our strategic focus\non profitable growth in business within the guardrails of risk and compliance. We grew our credit portfolio with a focus on granularity\nand saw healthy growth across our retail and business banking and wholesale portfolios. We continued to focus on holistically serving\nour clients and their ecosystems. We sought to maintain and enhance our liability franchise. We focused on maintaining a resilient balance\nsheet with sufficient liquidity, prudent provisioning and healthy capital adequacy. Our capital adequacy ratios on March 31, 2026 were\nsignificantly above regulatory requirements.\n\nGoing forward, we will continue with our strategic\nfocus on growing the profit before tax excluding treasury (calculated as Profit before tax *less* Income from treasury-related activities,\nboth reported separately in Operating Results Data). Our Enterprise Risk Management (“ERM”) and Risk Appetite Framework (“RAF”)\nsets out our risk appetite, including a limit framework for various risk categories. The Bank continues to emphasize strengthening its\noperational resilience to facilitate the seamless delivery of services to customers. We maintain our focus on growing our loan portfolio\nin a granular manner based on risk and reward, with focus on return of capital and containment of provisions within targeted levels. We\nhave no specific targets for loan mix or segment-wise loan growth. We aim to continue to grow our deposit franchise, maintain a stable\nand healthy funding profile and our competitive advantage in cost of funds.\n\nThe Bank’s strategic approach is based on\nthree pillars of principles, coverage and delivery framework as described below:\n\n**Principles**\n\nBuilding trust with all stakeholders is critical\nto the Bank’s strategic objectives. Integrity, transparency and fairness continue to be core in serving customers.\n\n60\n\n[Table of Contents](#a_050)\n\n**Return of Capital**\n\nThe Bank is focused on the principle of ‘Return\nof Capital’ emphasizing the need to prioritize conservation of capital. The approach of onboarding quality counterparties has provided\nan impetus to maintain resilient growth in business while protecting capital.\n\n**Fair to Customer, Fair to Bank**\n\nThe principle of ‘Fair to Customer, Fair\nto Bank’ emphasizes the need to deliver fair value to customers while creating value for shareholders, which would guide the Bank’s\noperations. The Bank seeks to sell products and offer services which meet societal needs and are in the interest of its customers.\n\n**One Bank, One Team**\n\nThe principle of 'One Bank, One Team' underscores\nthe Bank's endeavor to harness business opportunities across ecosystems and micro markets and maximize the Bank’s share in the target\nopportunity.\n\n**Agile Risk Management**\n\nThe Bank recognizes that the landscape is constantly\nevolving and with it, the nature of emerging risks. We believe that risk management must be dynamic, data-driven and forward-looking.\nWe seek to adopt an agile risk management approach that allows us to identify, assess and mitigate risks proactively.\n\n**Compliance with Conscience**\n\nThe Bank conducts business within the boundaries\nof law and regulations. The Bank is committed to fostering a risk and compliance culture to ensure a balance of risk and rewards for delivering\nlong-term sustainable outcomes.\n\nThe Risk and Compliance Culture Policy establishes\nthe risk and compliance culture guiding principles and the framework for implementation of the same. The effective implementation of the\npolicy includes a governance framework with roles and responsibilities of the Board, Managing Director & Chief Executive Officer and\nExecutive Directors and the Risk and Compliance Culture Council.\n\n**Coverage**\n\nThe Bank has adopted a customer-centric approach,\nwith the prime objective of serving all their banking needs in a holistic manner. The Bank continues to focus on deepening its presence\nand harnessing business opportunities across ecosystems and micro markets in a unified manner by leveraging business centers, digital\nchannels and partnerships to drive growth.\n\n**360-degree Customer Centric Approach**\n\nCustomer-centricity is core to our strategy in\ngrowing our business and delivering customer satisfaction. The approach begins with developing a deep understanding of our customers’\nneeds, expectations and experiences. The approach is to take the entire Bank to the customer and offer solutions that are holistic in\nnature and build trust that translates into a long-term relationship with our customers. The Bank aims to become the trusted financial\nservice provider of choice for our customers.\n\n**Focus on Ecosystems**\n\nThe Bank's objective is to serve all financial\nneeds of customers and their ecosystems by capturing the entire value chain. In line with the objective of creating customer-oriented\necosystems, the Bank has\n\n61\n\n[Table of Contents](#a_050)\n\nsector-specific solutions. On international operations, the Bank has\nrepositioned its international franchise to focus on four strategic pillars—namely, the non-resident Indian ecosystem; the multinational\ncorporation and global capability centers ecosystem; the institutional ecosystem and the trade ecosystem.\n\n**Focus on Micromarkets**\n\nMicromarket insights allow the Bank to focus on\naligned distribution and relevant delivery models. The Bank continues to deepen its presence and strengthen the organizational structure\nwith ‘State Business Heads’ to capture the 360-degree opportunity in these geographies and ‘City Business Heads’\ncovering the full spectrum of the ecosystem in cities with large concentrated market opportunities.\n\n**Internal Cross-functional Collaboration and External Partnerships**\n\nLeveraging synergies within the organization and\nbuilding partnerships across the value chain is a key focus area. Cross-functional teams have been created to tap into various ecosystems,\nenabling 360-degree coverage of customers and increasing wallet share. Partnerships with technology companies and platforms with large\ncustomer bases and operational excellence offer unique opportunities for growth and enhancing service delivery and customer experience.\n\n**Delivery Framework**\n\nThe Bank continues to enhance delivery capabilities\nto provide high quality customer experiences. The Bank has emphasized continuously strengthening its operational resilience to facilitate\nthe seamless delivery of services to customers.\n\n**Focus on Quality**\n\nOffering quality banking services with simplicity\nand reliability is the key priority of the Bank. The Bank emphasizes known and assessable profiles, while maintaining stringency in counterparty\nselection. Thereby, the Bank continues its approach of quality onboarding by selecting the right counterparties, including partners and\nservice providers.\n\n**Process Decongestion**\n\nProcess decongestion in the delivery framework\nis an ongoing effort with the objective of eliminating complexity, streamlining operations and building efficiencies to make customer\nonboarding and service delivery frictionless, thereby improving the customer experience.\n\n**Bank to BankTech**\n\nTechnology is integral to the Bank’s business\nstrategy. As a part of its Bank to BankTech transformation journey, the Bank has revamped its enterprise architecture to strengthen\ndata and digital platforms, developed cloud-based applications and adopted other emerging technologies. The Bank’s efforts continue\nto be guided by the three pillars of scalability, resilience and security across technology solutions and to enhance cybersecurity measures.\nThe Bank has adopted AI driven use cases across various functions to enhance operational efficiency, enable decision-making and decongest\nbanking experience for customers. The Bank has invested in tools and created a framework to enable employees with generative AI tools\nfor enhanced efficiency, accuracy and experience. While the Bank is working on realizing the value of AI, the use cases are selected in\na measured manner to mitigate the associated risks. The Bank continues to invest in this area to drive business solutions and harness\nopportunities.\n\n62\n\n[Table of Contents](#a_050)\n\nThe Bank continues to emphasize serving customers\nwith simplicity, transparency and offering suitable banking solution for long-term sustainability in achieving its vision “to become\nthe trusted financial service provider of choice for our customers, thereby creating sustainable value for our stakeholders.\n\n**Overview of Our Products and Services**\n\n**Commercial Banking for Retail Customers**\n\nOur commercial banking operations for retail customers\nconsist of retail lending and deposits, and fee-based products and services like credit, debit and prepaid cards and depositary share\naccounts.\n\n**Retail Lending Activities**\n\nOur retail lending activities include home loans,\nautomobile loans, commercial business loans, personal loans, credit cards, consumer durable goods financing, loans against time deposits\nand loans against securities.\n\nOur suite of products and services for retail\ncustomers includes savings, investment, credit and protection products, along with payment and transaction banking services. Our retail\nportfolio consists largely of secured lending, with growth based on proprietary data and analytics in addition to credit bureau checks.\nOur deposit franchise enables us to offer competitive pricing. We also leverage our existing customer database for sale of key retail\nasset products through cross-sell and up-sell. Our underwriting process involves a combination of key variables to assess the cash flow\nand repayment ability of the customer like income, leverage, customer profile, quality markers, credit bureau data and demographics. We\nutilize multiple data points including liability and asset relationships, transaction behavior and bureau behavior along with proprietary\nmachine learning and statistical models for making credit decisions.\n\nThe following table sets forth, at the dates indicated,\nthe breakdown of ICICI Group’s gross retail finance portfolio.\n\nAt March 31,\n\n2025\n2026\n2026\n2026\n\n(Rs. in billions)\n(% share)\n(US$ in millions)\n\nHome loans\nRs.4,676.2\nRs.5,430.7\n63.7%\nUS$59,398\n\nAutomobile loans\n623.2\n633.0\n7.4\n6,923\n\nCommercial business loans(1)\n338.3\n377.2\n4.4\n4,125\n\nOthers(2)\n189.3\n216.1\n2.6\n2,363\n\nTotal secured retail finance portfolio\n5,827.0\n6,657.0\n78.1\n72,809\n\nPersonal loans\n1,216.7\n1,298.2\n15.2\n14,199\n\nCredit card receivables\n587.9\n548.7\n6.4\n6,001\n\nOthers(2)\n14.9\n23.2\n0.3\n255\n\nTotal unsecured retail finance portfolio...\n1,819.5\n1,870.1\n21.9\n20,455\n\nTotal retail finance portfolio\nRs.7,646.5\nRs.8,527.1\n100.0%\nUS$93,264\n\n(1)Includes commercial vehicles, construction equipment and health\ncare equipment.\n\n(2)Includes two-wheeler loans, loan against securities.\n\n63\n\n[Table of Contents](#a_050)\n\n*Home Loan*\n\nOur home loan portfolio includes loans for purchase\nand construction of homes and by mortgaging residential or commercial properties. We also offer instant top-up on loans to existing home\nloan customers. Our policies for home loans are based on certain stipulated ratios such as the loan-to-value ratio and leverage to borrower’s\nincome. The repayment term of home loans is 15 to 20 years with payments in the form of equal monthly installments over the tenor of the\nloan. The credit process includes a cashflow assessment of the borrower as well as evaluating the property being mortgaged against the\nlegal and technical standards defined at the Bank.\n\nWe follow a comprehensive credit appraisal process\nwhen offering a loan-against-property. The average loan-to-value ratios of the loan-against-property portfolio are lower compared to our\nhome loan portfolio. Lending is based on cash flows of borrowers and not just the value of the collateral.\n\nOur home loans primarily have floating interest\nrates linked to the repo rate of the Reserve Bank of India. An increase in the repo rate will increase the interest rate on home loans\nand a decrease in the repo rate will decrease the interest rate on home loans. When interest rates on home loans increase, the tenor\nof the loan is extended and in instances where this is not possible, the monthly installments of the loan are increased. Borrowers are\ngiven options to increase their installments instead of tenor. When interest rates on home loans decrease, the tenor of the loan is reduced\nleaving the monthly installments unchanged, unless borrowers opt to reduce the installment amount. *See also “—Technology*”\nand “*Risk factors—Risks relating to our business*—*Our banking and trading activities are particularly vulnerable\nto interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed-income portfolio,\nour income from treasury operations, the quality of our loan portfolio and our financial performance*”.\n\nWe offer home loan products primarily in India\nthrough ICICI Bank and our wholly-owned subsidiary, ICICI Home Finance Company Limited. The loan portfolio of our housing finance subsidiary\nincludes home loans, loans-against-property and loans to developers among others. We also provide loans to customers belonging to economically\nweaker sections and customers buying homes in the low-cost affordable housing segment. The loan portfolio of ICICI Home Finance Company\nLimited increased by 14.0% from Rs. 275.9 billion at March 31, 2025 to Rs. 314.6 billion at March 31, 2026. ICICI Home Finance Company\nLimited raises funds through term loans from banks, bonds and debentures, commercial papers, fixed deposits and refinance from National\nHousing Bank. During the year ended March 31, 2026, the Bank infused capital of Rs. 5.0 billion. At March 31, 2026, ICICI Home Finance\nCompany Limited had a branch network of 246 branches and offices.\n\nOur banking subsidiary in Canada offers residential\nmortgages in the local market. ICICI Bank Canada held total residential mortgages amounting to CAD 2,438 million (Rs. 166.2 billion) at\nyear-end fiscal 2026 as compared to CAD 2,739 million (Rs. 163.4 billion) at year-end fiscal 2025. This includes mortgages of CAD 1,504\nmillion (Rs. 102.5 billion) at year-end fiscal 2026 as compared to CAD 1,686 million (Rs. 100.6 billion) at year-end fiscal 2025 securitized\nunder the Canadian National Housing Act —Mortgage Backed Securities program or through participation in the Canada Mortgage Bonds\nprogram. Further, the total residential mortgages also include conventional mortgages of CAD 875 million (Rs. 59.6 billion) at year-end\nfiscal 2026 as compared to CAD 1,011 million (Rs. 60.3 billion) at year-end fiscal 2025 and insured mortgages of CAD 60 million (Rs. 4.1\nbillion) at year-end fiscal 2026 as compared to CAD 41 million (Rs. 2.5 billion) at year-end fiscal 2025.\n\n64\n\n[Table of Contents](#a_050)\n\n*Automobile loans*\n\nWe finance the purchase of new and used automobiles.\nAutomobile loans are fixed rate products repayable in equated monthly installments. The interest rate is based on factors such as bureau\nscore, customer relationship, car segment and tenure of loan, among others, for new automobiles and asset age car segment coupled with\nproduct variant like top-up or refinance, for used automobiles.\n\n*Commercial business loans*\n\nWe finance the purchase of commercial vehicles\nand equipment. Commercial business loans are fixed- rate products repayable in equated monthly installments. Our commercial business customers\ninclude individuals to large fleet operators, contractors as well as hirers.\n\n*Personal loans and credit cards*\n\nWe also offer unsecured products such as personal\nloans and credit cards to our customers. Personal loans and credit card receivables have fixed interest rates. We also offer a range of\ninstant personal loans and credit cards that are accessible through our digital channels.\n\n**Retail Deposits**\n\nOur retail deposit products include time deposits\nand savings account deposits. We offer these products and 360-degree solutions across life stages—minor, student, professionals,\nsenior citizen—and to specific customer segments such as high net-worth individuals, defense personnel, trusts, start-ups and business\nowners. We offer our customers seamless account opening and activation through enhanced system-driven validations. We also offer corporate\nsalary account and current account (i.e., checking accounts for businesses) to our large, medium and small enterprise customers. In June\n2026, the Reserve Bank of India announced a USD - Rupee forex swap facility for fresh Foreign Currency Non-Resident (Bank) (FCNR (B))\ndeposits till September 30, 2026, including deposits that are renewed upon maturity, mobilized for a minimum tenor of 3 years and a maximum\ntenor of 5 years.\n\n**Fee-Based Products and Services**\n\nThrough our distribution network, we offer various\nproducts including Government of India savings bonds, sovereign gold bonds, insurance policies, mutual funds, bullion and public offerings\nof equity shares and debt securities by Indian companies. We offer several card-based products such as credit cards, debit cards, prepaid\ncards, travel cards and commercial cards. We also offer foreign exchange products to retail customers including sale of currency notes\nand travel cards. We also facilitate retail inward remittances from outside of India.\n\nAs a depositary participant of the National Securities\nDepository Limited and Central Depository Services (India) Limited, we offer depositary services by opening “demat” accounts\nto settle securities transactions in a dematerialized mode. Further, we are one of the banks designated by the Reserve Bank of India for\nissuing approvals to non-resident Indians and overseas corporate bodies to trade in shares and convertible debentures on the Indian stock\nexchanges and operating their banking and custody accounts.\n\n**Retail lending for rural customers**\n\nThe Bank’s rural banking operations aim\nto meet the financial requirements of customers in rural and semi-urban locations. Our products in this segment include working capital\nloans for growing crops, financing of post-harvest activities, loans against gold jewellery, financing against warehouse receipts and\nfarm equipment loans. We offer financial solutions to micro-finance institutions, self-help groups, co-operatives constituted by farmers,\ncorporations and medium enterprises engaged in agriculture-linked\n\n65\n\n[Table of Contents](#a_050)\n\nbusinesses. The Bank’s rural banking portfolio grew by 25.2%\nfrom Rs. 814.4 billion at year-end fiscal 2025 compared to Rs. 1,019.9 billion at year-end fiscal 2026.\n\nThe following table sets forth, at the dates indicated,\nthe breakdown of the Bank’s gross rural finance portfolio.\n\nAt March 31,\n\n2025\n2026\n2026\n2026\n\n(in billion)\n% share\n(US$ in million)\n\nFarmer finance(1)\nRs.327.6\nRs.355.0\n34.8%\nUS$3,783\n\nLoans against jewellery(2)\n315.2\n483.4\n47.4\n5,152\n\nOthers(3)\n171.6\n181.5\n17.8\n1,934\n\nRural advances\nRs.814.4\nRs.1,019.9\n100%\nUS$10,870\n\n(1)Includes kisan credit card.\n\n(2)Includes jewel loans to customers from rural and urban areas.\n\n(3)Includes term loans for farm equipment, self-help groups, loans to microfinance institutions for on-lending to individuals and inventory\nfunding etc.\n\nOur rural banking operations primarily focus on\nfour main ecosystems identified in the rural market, which include farmers, dealers, self-employed individuals and micro-entrepreneurs.\n\nThe farmer ecosystem includes participants such\nas farmers, seed producers, agri-input dealers, warehouse operators, agri-equipment dealers, commodity traders and agri processors. Products\noffered include working capital loans through the kisan credit card and gold loan products, and term loans for farm equipment, dairy livestock\npurchase and farm development. See also *“Selected Statistical Information—Loan Concentration—Directed Lending”.*\n\nThe dealer ecosystem comprises distributors and\nsuppliers of farm equipment and agri-related inputs. The self-employed ecosystem includes rural entrepreneurs engaged in trade and manufacturing\nacross both agri and non-agri sectors. The micro-entrepreneur ecosystem focuses on women from low-income backgrounds, non-government organizations\nand other institutions working at the grassroots level in the rural economy.\n\nWe have scaled-up funding of electronic negotiable\nwarehousing receipts, which provides an opportunity for farmers to access credit quickly and with ease. Farmers can use electronic negotiable\nwarehousing receipts to get loans against underlying commodities. This protects the farmers from volatility and gives opportunities to\navail better prices for their produce. Apart from meeting the financial requirements for business purposes, we also offer products to\nmeet the personal requirements of customers in the rural ecosystem.\n\nOur reach in rural areas comprises a network of\nbranches, ATMs and field staff, and business correspondents providing last-mile access in remote areas. As at year-end fiscal 2026, we\nhad a network of 7,511 branches, of which 48.5% were in rural and semi-urban areas. See also, *“Risk Factors—Risks Relating to Our Business—Entry into new businesses\nor rapid growth in existing loan portfolios may expose us to increased risks that may adversely affect our business”*.\n\n66\n\n[Table of Contents](#a_050)\n\nSee also “*Risk Factors—Risks that\narise as a result of our presence in a highly regulated sector—We are subject to the directed lending requirements of the Reserve\nBank of India, which may also involve buying related certificates at a premium to meet the annual targets, and any shortfall in meeting\nthese requirements may be required to be invested in Government of India schemes that yield low returns, thereby impacting our profitability.\nWe may also experience a higher level of non-performing assets in our directed lending portfolio, which could adversely impact the quality\nof our loan portfolio, our business and the prices of our equity shares and ADSs.”*\n\n**Commercial Banking for Business Banking**\n\nOur business banking customers include proprietorship\nfirms, partnership firms and public/private limited companies. We offer a wide spectrum of banking products and solutions to address their\nevolving business needs. This involves customized offerings, faster turnaround time, transaction convenience, timely access to capital\nand cross-border trade and foreign exchange. Our focus in this segment is on using digital channels and ensuring granularity, obtaining\nadequate collateral and enhanced monitoring. The loans are generally secured by collateral in the form of property apart from a charge\non current assets. Our business banking portfolio consists of clients with a turnover of up to Rs 7.5 billion. We focus on providing parameterized\nand programme-based lending for business banking clients, which is granular, adequately collateralized and regularly monitored. The net\nbusiness banking portfolio of the Bank grew by 24.2% from Rs. 2,633.7 billion at year-end fiscal 2025 compared to Rs. 3,271.5 billion\nat year-end fiscal 2026.\n\nWe are focused on growing this portfolio by leveraging\nour distribution network and through various digital channels and platforms, tapping corporate ecosystems and ongoing efforts towards\nprocess decongestion. DigiEase is a digital onboarding platform for business banking customers to provide a seamless onboarding experience.\nThe platform leverages integration with various public data infrastructures for procuring and processing data digitally.\n\n**Commercial Banking for Corporate Customers**\n\nOur product suite for corporate customers caters\nto all their needs including working capital and term loan products, transaction banking services, fee and commission-based products and\nservices, deposits and foreign exchange and derivatives products across trade, treasury, bonds, commercial papers, channel financing,\nsupply chain solutions, and various other activities. We cater to the entire ecosystem of the corporate customer, also focusing on deepening\nthe Bank’s relationship with employees and sponsors through a suite of retail products like salary, private and wealth banking,\nhome loans, personal loans, vehicle loans, etc. Our corporate customer base includes top business houses, large private companies and\npublic sector companies, financial institutions, banks, non-bank finance companies, private equity funds, real estate companies and capital\nmarket and custody participants. We have established relationships with multinational companies operating in India, and financial sponsors,\nincluding private equity funds and their investee companies. We offer transaction banking services to corporates to meet their day-to-day\nneeds for smooth functioning of their businesses. The transaction banking services offered include account related services, payment and\ncollection services, domestic and crossborder trade finance, working capital finance and supply chain finance. We offer integrated cash\nmanagement and trade finance solutions to our customers. Our transaction banking solutions are delivered to our customers through physical\nand digital channels and a team of account managers. We also provide transaction banking services to our customers through expanded branch\ncapabilities at various locations, many of which are in the factory/township premises of certain large conglomerates in the country.\n\n67\n\n[Table of Contents](#a_050)\n\n**Corporate Loan Portfolio**\n\nOur corporate loan portfolio consists of term\nloan products and working capital financing in the form of cash credit facilities, overdraft, demand loans and non-fund-based facilities\nincluding bill discounting, letters of credit and guarantees. The Bank’s net domestic corporate portfolio grew by 6.3% from Rs.\n2,709.4 billion at year-end fiscal 2025 compared to Rs. 2,880.3 billion at year-end fiscal 2026. For further details on our loan portfolio,\nsee “*Selected Statistical Information—Loan Concentration*”. For a description of our credit rating and approval\nsystem, see “*—Risk Management—Credit Risk*”.\n\nWe also provide financing by way of investment\nin marketable instruments such as fixed rate and floating rate debentures. We generally have a security interest on the fixed assets of\nthe borrower although some of our financing is extended on an unsecured basis.\n\n**Fee and Commission-Based Activities**\n\nWe generate fee income through our lending, transaction\nbanking, syndication and foreign exchange related solutions provided to our corporate customers. We also offer our corporate customers\na wide variety of fee and commission-based products and services including documentary credits, standby letters of credit (called guarantees\nin India), collection and payment of export/import bills and cash management services, including collection, payment and remittance services.\n\nFurther, we are one of the banks designated by\nthe Reserve Bank of India for issuing approvals to non-resident Indians and overseas corporate bodies to trade in shares and convertible\ndebentures on the Indian stock exchanges and operating their banking and custody accounts. We also offer services such as escrow, trust\nand retention account facilities, online payment facilities, custodial services and tax filing and collection services on behalf of the\nGovernment of India and the governments of Indian states.\n\nAt year-end fiscal 2026, total assets held in\ncustody on behalf of our clients (mainly foreign institutional investors, offshore funds, overseas corporate bodies and depositary banks\nfor Global Depositary Receipts (“GDR”) investors were Rs. 35,599.6 billion. As a registered depositary participant of National\nSecurities Depository Limited and Central Depository Services (India) Limited, the two securities depositaries operating in India, we\nalso provide electronic depositary facilities to investors.\n\n**Corporate Deposits**\n\nWe offer a variety of deposit products to our\ncorporate customers including current accounts, time deposits and certificates of deposits. For more information on the type, cost and\nmaturity profile of our deposits, see *“Selected Statistical Information—Funding”*.\n\n**Foreign Exchange, Fixed Income, Bullion and Derivatives**\n\nWe provide customer-specific products and services,\nwhich cater to the fund-raising, foreign exchange conversion and risk hedging needs of a varied set of customers at domestic and international\nlocations, arising out of their foreign exchange and interest rate exposures.\n\nThe products and services include:\n\n*Foreign Exchange Products*\n\nProducts include cash, tom and spot transactions\nfor foreign exchange conversion in more than 26 currencies. We offer customized foreign exchange solutions through online and offline\ndealing channels to clients, on the basis of their business needs. These products are offered in India and across our international locations.\n\n68\n\n[Table of Contents](#a_050)\n\n*Fixed Income Products*\n\nProducts include Commercial Papers (“CPs”)\nand Non-Convertible Debentures (“NCDs”) for market-based fund-raising requirements of clients. We offer end-to-end service\nfrom origination to distribution, matching issuer and investor needs through suitable structuring of issuances.\n\n*Bullion Products*\n\nProducts include Gold Metal Loan (“GML”)\nand Consignment of Gold and Silver for the gold/silver procurement requirements of clients. We offer market-leading service through a\ndigital journey from order placement to order fulfilment.\n\n*Derivatives*\n\nProducts include forwards, options and swaps across\npermitted asset classes to meet the risk hedging needs of clients. We offer customized derivative solutions to match the specific risk\nprofile of clients and their risk exposures.\n\n**Commercial Banking for Government and Institutions**\n\nWe provide a range of banking services including\ncustomized products and services for enhancing e-governance and financial management to government departments and bodies across various\nlevels such as central, state, district and local bodies which include municipalities and gram panchayats. We are nominated agents by\nthe relevant government for collection of central taxes, state taxes, goods and services tax payments and custom duty through authorized\nbranches and digital channels. Our integrated banking platforms provide simple online tax payment options to customers. Statutory payments\ncan also be made online through our platforms.\n\nWe also provide financial services to other institutions,\nincluding educational institutions, hospitals and cooperative societies, among others and offer a range of technology-driven collections\nand payment solutions.\n\n**Commercial Banking for International Customers**\n\nThe overseas offices of the Bank complement the\nIndia business centers by providing coverage and service to Non-Resident Indians (“NRI”) and India-linked businesses. These\noverseas offices focus on four key pillars: non-resident Indians, multinational corporations and global capability centers operating in\nIndia, institutional investment flows into India, and India-linked crossborder trade. Further, our overseas banking subsidiaries continue\nto serve local markets selectively with a focus on risk mitigation and granularity of business.\n\nMany of the products that we offer through our\noverseas branches and subsidiaries, as well as to international customers from our domestic network, such as debt financing, trade finance\nand letters of credit, are similar to the products offered to our customers in India. The Reserve Bank of India, vide its ‘frequently\nasked questions’ notification dated June 23, 2026, has permitted Indian banks, including their overseas branches, to extend loans\nto a non-resident or issue a ‘stand-by letter of credit’ in favor of overseas lenders against FCNR(B) deposits mobilized on\nswap facility. The banks are also permitted to extend loans to the FCNR (B) account holders and mark lien on such deposits.\n\nTotal assets (net of inter-office balances) of\nICICI Bank’s overseas branches at year-end fiscal 2026 were Rs. 1,098.6 billion and total advances were Rs. 422.9 billion compared\nto total assets of Rs. 896.3 billion and total advances were Rs. 307.9 billion at year-end fiscal 2025. The year-on-year increase in the\n\n69\n\n[Table of Contents](#a_050)\n\noverseas branches loan portfolio was primarily due to market opportunities\nfor lending to well rated Indian corporates and their subsidiaries and joint ventures. Our overseas branches are funded by bond issuances,\nbilateral loans from banks, loans from export credit agencies, money market borrowings, deposits and refinance from banks. The overseas\nloan portfolio of ICICI Bank was 2.7% of the overall loan portfolio at year-end fiscal 2026. The corporate fund and non-fund outstanding,\nnet of cash/bank/insurance backed lending, was US$ 3.9 billion at March 31, 2026. Out of US$ 3.9 billion, 94.2% of the outstanding was\nto Indian corporates and their subsidiaries and joint ventures and 4.9% of the outstanding was to non-India companies with Indian or India-linked\noperations and activities and this portfolio is generally well-rated and the Indian operations of these companies are our target customers\nfor deposit and transaction banking franchise. The Bank will continue to pursue risk calibrated opportunities in this segment. The overseas\ncorporate portfolio, excluding Indian corporates and their subsidiaries and joint ventures, reduced by 16.1% from about US$ 265 million\nyear-on-year to US$ 223 million at March 31, 2026. See also, “*Risk Factors—Risks Relating to Our Business—Our funding\nis primarily short-term, and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected*”.\n\nOur subsidiaries in the United Kingdom and Canada\nare full-service banks offering retail, business banking, corporate banking and treasury services. These subsidiaries provide services\nto their customers through branch banking and digital channels, including internet and mobile banking. Our subsidiary in the United Kingdom\nis primarily focused on India-linked business in the United Kingdom and Europe, and towards meeting the banking needs of the Indian community.\nThe core services include meeting local banking requirements, remittance services to India, and facilitating banking requirements in India.\nOur subsidiary in Canada originates residential mortgages, primarily insured and qualifying for insurance by either the Canadian federal\ngovernment agency or insurance companies backstopped by the Canadian federal government and offers loans to both Canadian and U.S. corporations\nas well as Indian corporations seeking to develop their business overseas.\n\nAt year-end fiscal 2026, ICICI Bank UK PLC (“ICICI\nBank UK”) had 10 branches in the United Kingdom and a branch in Germany. At year-end fiscal 2026, the total assets of ICICI Bank\nUK were US$ 2.9 billion. ICICI Bank UK made a net profit of US$ 25 million during fiscal 2026, compared to US$ 27 million during fiscal\n2025. At year-end fiscal 2026, loans and advances of ICICI Bank UK were US$ 1.5 billion and investments were US$ 0.9 billion.\n\nAt year-end fiscal 2026, ICICI Bank Canada had\n14 branches and total assets of CAD 4.9 billion. ICICI Bank Canada earned a net profit of CAD 24 million in fiscal 2026 as compared to\na net profit of CAD 72 million in fiscal 2025. At year-end fiscal 2026, net advances (net loans) of ICICI Bank Canada were CAD 4.2 billion\nand investments were CAD 0.5 billion.\n\nSee also *“Risk Factors—Risks Relating\nto India and Other Economic and Market Risks—Financial instability in other countries, particularly countries where we have established\noperations, could adversely affect our business” and “Risk Factors—Risks Relating to Our Business—The exposures\nof our international branches and banking subsidiaries could generally affect our business, financial condition and results of operations.”*\n\n**Branch and ATM Network and Call Centers**\n\nWe deliver our products and services through a\nvariety of channels, ranging from traditional bank branches to ATMs, cash recycler machines and call centers. In addition, our digital\nchannels and platforms have become increasingly important to our customers. See *“—Technology”*. At year-end fiscal 2026,\nwe had a network of 7,511 branches across several Indian states. The branch network serves as an integrated\n\n70\n\n[Table of Contents](#a_050)\n\nchannel for deposit mobilization and selected retail asset origination.\nOur focus is to digitize a maximum number of processes and other touch points for customer experience in order to enhance customer engagement\ntime for solutions. Digital services kiosks are deployed in branches with higher number of customer visits. This allows customers to use\nbanking services like cheque deposit, get quick account credit, update passbook, transfer funds instantly and various other “do-it-yourself”\ndigital services, which help reduce customer wait time.\n\nThe following table sets forth the breakdown of\nthe number of branches by area for the periods indicated.\n\nAt March 31, 2025\nAt March 31, 2026\n\n**Branch by area(1)**\n\nNumber of branches and extension counters\n% of total\nNumber of branches and extension counters\n% of total\n\nMetropolitan\n2,079\n29.8%\n2,356\n31.4%\n\nUrban\n1,422\n20.3%\n1,507\n20.1%\n\nSemi-urban\n1,905\n27.3%\n1,956\n26.0%\n\nRural\n1,577\n22.6%\n1,692\n22.5%\n\nTotal branches and extension counters\n6,983\n100.0%\n7,511\n100.0%\n\n(1)Classification of branches as per population census 2011.\n\nAt March 31, 2026, we had 12,087 ATMs and cash\nrecycler machines across India. Our ATMs have additional value added services such as instant fund transfer, cardless cash withdrawal.\n\nOur phone banking is operational around the clock\nacross multiple locations. Phone banking is equipped with interactive voice response systems, email bot solution, voice biometric authentications,\nautomatic call distribution, telephony integration and voice recorders. We seek to use phone banking technology to provide an integrated\nview of customer information to the agents to get a complete overview of the customer’s relationship with us. We have implemented\na customer relationship management solution to capture customer service requests /grievance for all key banking products. This has been\ndeployed across all channels in the Bank and helps in tracking and timely resolution of various customer requests or issues. The solution\nhas been deployed in phone banking as well as at a large number of branches.\n\n**Investment Banking**\n\nOur investment banking operations principally\nconsist of ICICI Bank’s treasury operations and the operations of ICICI Securities Primary Dealership Limited and of ICICI Securities\nLimited.\n\n71\n\n[Table of Contents](#a_050)\n\n**Treasury**\n\nThrough our treasury operations, we seek to\nmanage our balance sheet, including the maintenance of required regulatory reserves, and to optimize profits from our trading portfolio\nby taking advantage of market opportunities. Our domestic trading and securities portfolio includes our regulatory reserve portfolio,\nas there is no restriction on active management of our regulatory reserve portfolio. Our treasury operations include a range of products\nand services for corporate and small enterprise customers, such as forward contracts and interest rate and currency swaps, and foreign\nexchange products and services. See also “—*Commercial Banking for Corporate Customers—Foreign Exchange, Fixed Income,\nBullion and Derivatives*”.\n\nOur treasury undertakes liquidity management by\nseeking to maintain an optimum level of liquidity, complying with the cash reserve ratio requirement and seeking to maintain the smooth\nfunctioning of all our branches. We maintain a balance between interest-earning liquid assets and cash to optimize earnings and undertake\nreserve management by maintaining statutory reserves, including the cash reserve ratio and the statutory liquidity ratio. At year-end\nfiscal 2026, ICICI Bank was required to maintain the statutory liquidity ratio requirement percentage at 18.0% of its domestic net demand\nand time liabilities by way of approved securities such as Government of India securities and state government securities. We maintain\nthe statutory liquidity ratio through a portfolio of government of India securities that we actively manage to optimize the yield and\nbenefit from price movements. Further, as a prudent liquidity management strategy, we generally maintain excess investments in securities\neligible for classification under the statutory liquidity ratio requirement. We maintain the LCR and NSFR, as required under Basel III,\nboth on a standalone basis and at ICICI group level. The minimum requirement for each ratio is 100.0%. The LCR requirement is met by investment\nin high quality liquid assets, which are primarily in the form of government securities and better-rated corporate bonds. Our average\nLCR for the three months ended March 31, 2026 was 125.6% on a standalone basis and was 123.6% on a consolidated basis. Both of these ratios\nwere higher than the regulatory requirement. See also “*Supervision and Regulation—Legal Reserve Requirements*”.\n\nIn order to enhance liquidity resilience of the Bank, the Reserve Bank of India had issued revised guidelines on Basel III framework on\nliquidity standards — Liquidity Coverage Ratio — Review of haircuts on High Quality Liquid Assets and run-off rates on certain\ncategories of deposits on April 21, 2025. Technology has facilitated ability to make instantaneous bank transfers and withdrawals, leading\nto an increase in liquidity risks, requiring proactive management. Based on the revised guidelines, retail deposits with internet and\nmobile banking facilities are assigned additional run-off factors 2.50% and level 1 high quality liquid assets denominated in government\nsecurities will attract haircuts in line with the circular for liquidity adjustment facility and marginal standing facility.\n\nFurther, funding\nfrom non-financial entities such as trusts (educational/religious/charitable), Association of Persons (“AoPs”), partnerships,\nproprietorships, limited liability partnerships and other incorporated entities etc., shall be categorized as funding from ‘non-financial\ncorporates’ and attract a run-off rate of 40% (as against 100% currently prescribed), unless the above entities are treated as Small\nBusiness Customers (“SBCs”) under the liquidity coverage ratio framework. These revised guidelines has come into force effective\nApril 1, 2026.\n\nICICI Bank engages in investments and foreign\nexchange operations from Mumbai and overseas branches. As a part of our treasury activities, we also maintain proprietary trading portfolios\nin domestic debt and equity securities and in foreign currency assets. Our treasury manages our foreign currency exposures and the foreign\nexchange and risk hedging derivative products offered to our customers and engages in market making and proprietary trading in currency\nand interest rate markets. Our investment and market risk policies are approved by the Board.\n\nIn general, we pursue a strategy of active management\nof our equity portfolio to maximize our return on investment. To reinforce compliance with the SEBI’s insider trading regulations,\nall dealings in our equity and debt investments in listed companies are undertaken by our treasury’s equity and corporate bonds\ndealing desks, which are segregated from both the other groups and desks in the treasury and from our other business groups, and which\ndo not have access to unpublished price sensitive information about these companies that may be available to us as a lender.\n\nWe deal in several major foreign currencies and\ntake deposits from non-resident Indians in major foreign currencies. We also manage onshore accounts in foreign currencies. The foreign\nexchange treasury manages our portfolio through money market and foreign exchange instruments to optimize yield and liquidity.\n\nWe provide a variety of risk management solutions\nto our clients, including foreign currency forward contracts, currency and interest rate swaps and options. We monitor and control the\nmarket risk and credit\n\n72\n\n[Table of Contents](#a_050)\n\nrisk on our foreign exchange portfolio through counterparty limits,\nposition limits, stop-loss limits and limits on the loss of the entire foreign exchange trading operations and exception reporting. See\nalso “*—Risk Management—Market Risk—Exchange Rate Risk*”.\n\n**Securities Brokerage and Investment Banking**\n\nICICI Securities Limited is a financial services\ncompany operating across capital market segments including retail and institutional equity, financial product distribution, private wealth\nmanagement and investment banking. ICICI Securities Limited has an online securities platform—ICICI Direct. ICICI Securities Limited\nassists its customers like retail investors, corporates, financial institutions and high net worth individuals in meeting their financial\ngoals by providing them with research, advisory and execution services. ICICI Securities Limited has a subsidiary in the United States,\nICICI Securities Holdings Inc., which in turn has a subsidiary in the United States, ICICI Securities Inc., which is registered as a broker-dealer\nwith the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority in the United States. ICICI\nSecurities Inc. also has a branch office in Singapore that is registered with the Monetary Authority of Singapore, where it holds a capital\nmarkets services license for dealing in capital market products in Singapore. The consolidated profit after tax of ICICI Securities Limited\nwas Rs. 17.1 billion in fiscal 2026 as compared to Rs. 17.5 billion in fiscal 2025.\n\nAt March 31, 2023, the Bank held 74.7% of the\nequity shares of its brokerage subsidiary, ICICI Securities Limited, with the remaining 25.3% of the equity shares held by public shareholders.\nIn June 2023, the Board and ICICI Securities Limited board of directors approved the Scheme for the delisting of equity shares of ICICI\nSecurities Limited under Regulation 37 of SEBI (Delisting of Equity Shares) Regulations, 2021, subject to receipt of requisite approvals\n(the “Delisting Scheme”). Following the receipt of required approvals, with effect from March 24, 2025, ICICI Securities Limited\nhas become a wholly-owned subsidiary of the Bank and has been delisted from the stock exchanges. On March 26, 2025, the Bank allotted\nits equity shares to the public shareholders of ICICI Securities as of the record date, in accordance with a swap ratio of 67 to 100,\nas provided in the Delisting Scheme. In March 2025, in accordance with the Delisting Scheme, the Bank allotted 56 million equity shares\nof Rs. 2 each, including 52 thousand equity shares towards fractional entitlements, to the public shareholders of ICICI Securities Limited\nas of the record date, in accordance with the approved equity swap ratio.\n\n**Primary Dealership**\n\nOur subsidiary ICICI Securities Primary Dealership\nLimited is engaged in the primary dealership of Indian government securities. It also deals in other fixed income securities and interest\nrate derivatives. In addition to this, it also undertakes money market operations, underwriting and placement of debt. ICICI Securities\nPrimary Dealership Limited earned a net profit of Rs. 4.5 billion in fiscal 2026 compared to a net profit of Rs. 5.4 billion in fiscal\n2025. The revenues of the business are directly linked to conditions in the fixed income market.\n\n**I-Process Services**\n\nI-Process Services (India) Limited (formerly known\nas I-Process Services (India) Private Limited) (“iProcess”) has a service provider agreement only with the Bank to provide\nmanpower-based support services across sales, marketing, data entry, operations and collection functions. At March 31, 2023, the Bank\nheld 19.0% of the shareholding in iProcess. During fiscal 2024, the Bank purchased the remaining equity shares of iProcess and, consequently,\niProcess became a wholly-owned subsidiary of the Bank\n\n73\n\n[Table of Contents](#a_050)\n\neffective March 22, 2024. iProcess earned a net profit of Rs. 0.1 billion\nduring fiscal 2026 compared to a net profit of Rs. 0.3 billion during fiscal 2025.\n\n**Private Equity**\n\nOur subsidiary ICICI Venture Funds Management\nCompany Limited is a diversified specialist alternative asset manager with a presence across private equity, venture capital, real estate,\ninfrastructure and special situations. ICICI Venture Funds Management Company Limited earned a net profit of Rs.1.5 billion in fiscal\n2026 compared to a net profit of Rs. 0.2 billion in fiscal 2025.\n\nOn May 08, 2025, ICICI Venture\nFunds Management Company Limited’s board of directors and ICICI Prudential Asset Management Company Limited’s board of directors,\nin their respective meetings, approved, in principle, a proposal to transfer the private equity, venture capital and real estate fund\nmanagement business of ICICI Venture Funds Management Company Limited to ICICI Prudential Asset Management Company Limited. Following\nthe receipt of requisite approvals, the transaction has been completed and the requisite agreements in this\nregard have been executed by ICICI Prudential Asset Management Company Limited with ICICI Venture Funds Management Company Limited. Accordingly,\neffective April 1, 2026, ICICI Prudential Asset Management Company Limited is providing investment management services to the transferred\nfunds. The transaction enabled the offering of an integrated full range of investment asset classes, including private equity, by ICICI\nPrudential Asset Management Company Limited. ICICI Venture Funds Management Company Limited continues to undertake certain advisory activities\nas well as manage certain residual funds.\n\n**Asset Management**\n\nWe provide asset management services through our\nsubsidiary, ICICI Prudential Asset Management Company Limited. ICICI Prudential Asset Management Company Limited is a joint venture with\nPCHL. We had 53.0% interest in the entity and PCHL owned 34.6% at March 31, 2026. ICICI Prudential Asset Management\nCompany Limited also provides portfolio management services and advisory services to clients. ICICI Prudential Asset Management Company\nLimited earned a net profit of Rs. 33.0 billion during fiscal 2026 compared to a net profit of Rs. 26.5 billion during fiscal 2025.\n\nIn February 2025, the Bank’s joint venture\npartner, PCHL, made an announcement regarding a potential listing and partial divestment of its stake in ICICI Prudential Asset Management\nCompany Limited, subject to market conditions, requisite approvals and other considerations. In June 2025, the Board approved the purchase\nof up to 2.0% additional shareholding in the ICICI Prudential Asset Management Company Limited. Following the receipt of requisite approvals,\nthe Bank purchased 2% additional shareholding from PCHL. This purchase was primarily for the purposes of maintaining the Bank’s majority\nshareholding in ICICI Prudential Asset Management Company Limited were it to grant stock-based compensation. Effective December 19, 2025,\nICICI Prudential Asset Management Company Limited is listed on Bombay Stock Exchange and National Stock Exchange.\n\n**Pension Fund Manager**\n\nICICI Pension Fund Management Limited\n(“ICICI PFM”) is a registered pension fund manager under the National Pension System. National Pension System is a\nvoluntary defined contribution pension system administered and regulated by the Pension Funds Regulatory and Development Authority\n(“PFRDA”). PFRDA has also provided approval to ICICI PFM to act as a ‘point of presence’ under National\nPension System for distribution and servicing through physical as well as online channels. ICICI\n\n74\n\n[Table of Contents](#a_050)\n\nPFM had a net loss of Rs. 0.09 billion in fiscal 2026 compared to a\nnet loss of Rs. 0.04 billion in fiscal 2025.\n\nThe Board at its meeting held on July 19, 2025\napproved the acquisition of 100% shareholding in ICICI Prudential Pension Funds Management Company Limited from ICICI Prudential Life\nInsurance Company Limited to make ICICI PFM a wholly-owned subsidiary of the Bank, subject to the Reserve Bank of India, PFRDA and other\nnecessary approvals. The ICICI Prudential Life Insurance Company Limited board of directors have, at their meeting on July 19, 2025, approved\nthe sale of 100% of equity shareholding held in ICICI Prudential Pension Funds Management Company Limited to the Bank, subject to approval\nof the regulatory and statutory authorities, as per applicable regulations. Following the receipt of requisite approvals, the Bank executed,\non January 12, 2026, a share purchase agreement with ICICI Prudential Life Insurance Company Limited and ICICI PFM and the Bank acquired\n100% shareholding in ICICI PFM. Accordingly, ICICI PFM is now a wholly-owned subsidiary of the Bank.\n\n**Insurance**\n\nWe provide a wide range of insurance products\nand services through our subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited.\nBoth ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited are listed on relevant Indian\nstock exchanges.\n\nAt March 31, 2026, our share ownership in ICICI\nPrudential Life Insurance Company Limited was 50.9% while PCHL held 21.9%. The Board, at its meeting held in February 2026, approved purchase of up to 2.0% additional shareholding\nin its subsidiary, ICICI Prudential Life Insurance Company Limited. The Bank has received approval from the Reserve Bank of India. This purchase will\nprimarily be towards maintaining the Bank’s majority shareholding in the event of exercise of stock-based compensation of ICICI\nPrudential Life Insurance Company Limited.\n\nPCHL entered into definitive agreements on May\n17, 2026, pursuant to which PCHL has agreed to acquire a 75% stake in Bharti Life Insurance Company Limited, subject to receipt of applicable\nregulatory approvals and satisfaction of certain conditions. Consequently, ICICI Prudential Life Insurance Company Limited has applied to the IRDAI for the reclassification of PCHL from “promoter” to “investor”, along with a proposal to change the name of the company from ‘ICICI Prudential Life Insurance Company Limited’ to ‘ICICI Life Insurance Limited’.\n\nICICI Prudential Life Insurance Company Limited\nhad assets under management of Rs. 3.14 trillion at March 31, 2026. As per data published by Life Insurance Council, its sum assured market\nshare on\n\n75\n\n[Table of Contents](#a_050)\n\noverall and private market basis is 11.4% and 14.1% respectively\nin fiscal 2026. The total premium grew by 8.5% year-on-year from Rs. 489.5 billion in fiscal 2025 to Rs. 531.2 billion in fiscal\n2026. Within product segments, contribution from retail protection business on annualized premium equivalent basis, increased from\n5.7% in fiscal 2025 to 7.4% in fiscal 2026 in part aided by Goods and Services Tax (“GST”) reforms effective September\n22, 2025. The value of new business, which is a key profitability metric, measures the present value of future profits from the\nnew business written during the period, grew by 10.9% year-on-year from Rs. 23.7 billion in fiscal 2025 to Rs. 26.3 billion in\nfiscal 2026. With an annualized premium equivalent of Rs. 106.4 billion, the value of new business margin (the ratio of value of new\nbusiness to annualized premium equivalent) for the same period was 24.7%. The growth in value\nof new business was led by improvement in new business profile and economic assumption changes and was partly offset by operating\nassumption changes primarily due to unavailability of input tax credit. The new\nbusiness profile comprises the impact of differences in mix of product segments or distribution channel or customer profile and\nproduct repricing, amongst others. The profit after tax of ICICI Prudential Life Insurance Company Limited grew by 34.6%\nyear-on-year from Rs. 11.9 billion in fiscal 2025 to Rs. 16.0 billion in fiscal 2026, primarily driven by higher investment income\nfrom Shareholders’ funds, which includes a gain of Rs. 1.1 billion realized from sale of 100% equity shareholding in ICICI\nPFM. Excluding the sale transaction, PAT grew by 25.0% year-on-year for fiscal 2026.\n\nSee also “*Risk Factors—Risks relating\nto our insurance subsidiaries—Additional capital requirements of our insurance subsidiaries or our inability to monetize a part\nof our shareholding or make further improvements in these companies as required may adversely impact our business and the prices of\nour equity shares and ADSs*” and “*Risk Factors—Risks relating to our insurance subsidiaries—While our insurance\nbusinesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability”\nand “Operating and Financial Review and Prospects—Segment Revenues and Assets—Life Insurance*”.\n\nDuring fiscal 2026, ICICI Lombard General Insurance\nCompany Limited was ranked as the second largest general insurance company in the country with a market share of 8.5% based on gross direct\npremium as per the data published by IRDAI. Our share ownership in ICICI Lombard General Insurance Company was 51.6% at March 31, 2025.\nICICI Lombard General Insurance Company Limited earned a net profit of Rs. 27.7 billion in fiscal 2026 as compared to a net profit of\nRs. 25.1 billion in fiscal 2025.\n\nIn May 2023, the Board approved acquisition of\nup to 4.0% of ICICI Lombard General Insurance Company Limited's shareholding, to make it a subsidiary of the Bank, subject to receipt\nof necessary regulatory approvals. The Bank received regulatory approval and has issued letters of comfort in favor of IRDAI, on behalf\nof ICICI Lombard General Insurance Company Limited, wherein it has given an undertaking to infuse capital, if required by ICICI Lombard\nGeneral Insurance Company Limited in proportion to its shareholding in ICICI Lombard General Insurance Company Limited, to meet the minimum\nregulatory solvency requirement. During fiscal 2024, through a series of stock exchanges, the Bank acquired additional stake in ICICI\nLombard General Insurance Company Limited in multiple tranches, resulting in an increase in shareholding to more than 50.0%. Consequently,\nICICI Lombard General Insurance Company ceased to be an affiliate and became a subsidiary of the Bank effective February 29, 2024.\n\nIRDAI issued regulations on registration of corporate\nagents for the sale of insurance products. As per the regulations, a corporate agent can partner/tie-up with up to nine insurance companies\neach in life, non-life and health insurance sectors for the distribution of insurance products. We have entered into an agreement with\nour insurance subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI\n\n76\n\n[Table of Contents](#a_050)\n\nLombard General Insurance Company Limited and operate as a corporate\nagent for these companies and distribute general insurance and selective life insurance products through our branches, phone banking and\ndigital channels and earn commissions from these subsidiaries.\n\n**Risk Management**\n\nAs a financial intermediary, we are exposed to\nrisks that are particular to our lending, transaction banking and trading businesses and the environment within which we operate. Our\ngoal in risk management is to ensure that we understand, measure, monitor and manage the various risks that arise and that the organization\nadheres to the policies and processes which are established to address these risks.\n\nThe risk management\nframework forms the basis for developing consistent risk principles across the Bank and its overseas banking subsidiaries. The Board\napproves the Enterprise Risk\nManagement and Risk Appetite Framework and thresholds/limits structure under which various business lines\noperate. The key principles underlying our risk management framework are as follows:\n\n·The Board has oversight of all the risks assumed by us.\n\n·Specific sub-committees of the Board have been constituted to facilitate focused oversight of various risks. For a discussion of these and\nother committees, see *“Management”*.\n\n·Credit Committee: The responsibilities of the Credit Committee include review of accounts under watch, non-performing assets, incremental\nsanctions, developments in key industrial sectors, major credit portfolios and approval of credit proposals as per the authorization approved\nby the Board.\n\n·Audit Committee: The Audit Committee, among other things, provides direction to the audit function and monitors the quality of internal\nand statutory audit. The responsibilities of the Audit Committee include examining the financial statements and auditors’ report\nand overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements.\n\n·Information Technology (“IT”) Strategy Committee: The responsibilities of the IT Strategy Committee are to approve strategy\nfor IT and policy documents, review performance with reference to IT & IS Key Risk Indicators (“KRIs”) and conduct periodic\nreview of KRIs to ensure coverage of IT & IS risks, ensure that the IT strategy is aligned with business strategy, ensure proper balance\nof IT investments for sustaining the Bank’s growth, oversee the aggregate funding of IT at Bank-level, ascertain if the management\nhas resources to ensure the proper management of IT risks, review contribution of IT to business, oversee the activities of Digital Council,\nreview technology from a future readiness perspective, overseeing key projects progress and critical IT systems performance including\nreview of IT capacity requirements and adequacy and effectiveness of Business Continuity Management and Disaster Recovery, review of special\nIT initiatives, review cyber risk, consider the Reserve Bank of India inspection report/directives received from time to time by the Bank\nin the areas of IT and cybersecurity and to review the compliance of various actionables arising out of such reports/directives as may\nbe deemed necessary from time to time and review deployment of skilled resources within the Technology and Information Security function\nso as to ensure effective and efficient deliveries.\n\n77\n\n[Table of Contents](#a_050)\n\n·Risk\nCommittee: The responsibilities of the Risk Committee are to review the\nBank's risk management policies pertaining to credit, market, liquidity, operational,\noutsourcing, model risk management, framework for early warning signal and red flagging of\naccounts, reputation risks, business continuity plan, disaster recovery plan and\napprove the Broker Empanelment Policy and any amendments thereto. The Risk Committee\nis also responsible for setting limits on any industry or country; reviewing the Enterprise Risk\nManagement, Risk Appetite Framework, stress testing framework, Internal Capital Adequacy\nAssessment Process and framework for capital allocation; and reviewing of the status\nof compliance with the Basel framework, risk dashboard covering various risks,\noutsourcing activities and the activities of the Asset Liability Management Committee\nand the proceedings of the Group Risk Management Committee. The Risk Committee also carries\nout the cybersecurity risk assessment.\n\n·Policies approved from time to time by the Board / Board-level Committees form the governing framework for each type of risk. The\nbusiness activities are undertaken within this policy framework.\n\n·Independent groups and sub-groups have been constituted across our organization to facilitate independent evaluation, monitoring and\nreporting of various risks. These groups function independent of the business groups/sub-groups.\n\nWe are primarily exposed to credit risk, market\nrisk, liquidity risk, operational risk, technology risk, compliance risk, cybersecurity risk and reputation risk. We have centralized\ngroups, the Risk Management Group, the Information Security Group, the Compliance Group, the Legal Group and the Internal Audit Group\nwith a mandate to identify, assess and monitor all of our principal risks in accordance with well-defined policies and procedures. In\naddition, the Operations Group and Treasury Monitoring and Reporting Group monitor operational adherence to regulations, policies, terms\nof limit approved and other internal approvals.\n\nThe Risk\nManagement Group is further organized into the Credit Risk Management Group, Market Risk Management Group (including the Treasury\nMonitoring and Reporting Group), Operational Risk Management Group, Model Risk & Validation Group, Fraud Risk Management Group\nand Special Investigation Unit Group. The Risk Management Group is headed by the Group Chief Risk Officer, who reports to the Risk\nCommittee. The Credit Monitoring Group is responsible for monitoring the credit profile of the borrowers based on the transactional\ndata/ documents. The Information Security Group is tasked with overseeing risk related to information security across the Bank. The\nHeads of the Compliance Group and the Internal Audit Group report to the Audit Committee of the Board of Directors. The Risk Management Group, Compliance\nGroup and Internal Audit Group have administrative reporting to the Executive Director. The Operations Group and Information\nSecurity Group report to the Executive Director. These groups are independent of the business units.\n\n**Credit Risk**\n\nCredit risk is the risk of loss that may occur\nfrom the failure of any party to abide by the terms and conditions of any contract, principally the failure to make required payments\nof amounts due to us. In its lending operations, the Bank is principally exposed to credit risk.\n\nCredit risk management is governed by the Credit\nand Recovery Policy (“Credit Policy”) approved by the Board. The Credit Policy outlines the type of products that can be\noffered, customer categories and sets forth the credit approval process, credit administration, credit limits and other relevant matters.\n\n78\n\n[Table of Contents](#a_050)\n\nThe Bank measures, monitors and manages credit\nrisk at an individual borrower level and at the portfolio level for retail borrowers. The Bank has a structured and standardized credit\napproval process, which includes a well-established procedure of credit appraisal.\n\nThe Bank has established a risk appetite and limit\nstructure, with respect to credit risk, and specifically concentration risk, which includes the following measures:\n\n·limits for group and borrower exposures based on rating and track record;\n\n·rating-based limits with respect to incremental asset origination in the corporate portfolio;\n\n·portfolio limit for buyout and securitization;\n\n·separate credit monitoring group for enhanced focus on monitoring of borrowers and to facilitate proactive action wherever required;\nand\n\n·enhanced monitoring of retail product portfolios through periodic reviews and vintage curve analysis.\n\nThe Credit\nCommittee of the Board reviews the portfolio and large exposure groups. The Bank has a dedicated group, namely the Financial Crime\nPrevention Group, for overseeing and handling the fraud prevention, detection, investigation, monitoring and awareness creation\nactivities.\n\n*Credit Approval Authorities*\n\nThe Board\nof Directors/Credit Committee has delegated credit approval authority to various committees, forums and individual officers under the credit\napproval authorization policy. The credit approval authorization policy is based on the level of risk and the quantum of exposure\nand is designed to ensure that transactions with higher exposure and higher levels of risk are sent to a correspondingly higher\nforum/committee for approval.\n\nThe Bank has established several levels of credit\napproval authorities for its corporate banking activities - the Credit Committee, the Committee of Executive Directors, the Committee\nof Senior Management, the Committee of Executives, and the Credit Lending Forum. For certain exposures under programs, approval under\na joint authorization framework has been established.\n\nRetail credit facilities must comply with approved\nproduct policies. All products policies are approved by the Committee of Executive Directors. The individual credit proposals are evaluated\nand approved by individual officers/forums on the basis of the product policies.\n\n*Credit Risk Assessment Methodology for Standalone Entities*\n\nAll credit proposals other than retail products,\nprogram lending, score card-based lending to business banking borrowers and agricultural businesses and certain other specified products\nare rated internally by the Credit Risk Management Group, prior to approval by the appropriate forum.\n\nThe Credit Risk Management Group rates proposals,\ncarries out industry analysis (through a centralized industry team), tracks the quality of the credit portfolio with regular rating reviews\nand reports periodically to the Credit Committee and the Risk Committee. The Bank also has a credit monitoring group, which monitors individual\naccounts jointly with the business and Risk Management Group on a regular basis including stock statements, bank statements and stock\naudit reports. For non-retail exposures, the Loan Service Operations Group verifies adherence to the terms of the approval prior to the\ncommitment and disbursement of credit facilities. The Bank also manages credit risk through various\n\n79\n\n[Table of Contents](#a_050)\n\nlimit structures, which are in line with the Reserve Bank of India’s\nprudential guidelines. The Bank has set up various exposure limits, including the single borrower exposure limit, the group borrower exposure\nlimit, the industry exposure limit, the unsecured exposure limit, and limits on exposure to sensitive sectors such as capital markets,\nnon-banking finance companies and real estate. Based on rating and tracking of the borrower and group, limits on incremental exposures\nhave also been put in place. Limits on countries and bank counterparties have also been stipulated.\n\nThe Bank has an established credit analysis procedure\nleading to appropriate identification of credit risk both at the individual borrower and the portfolio level. Appropriate appraisal and\ncredit rating methodologies have been established for various types of products and businesses. The methodology involves assessment of\nquantitative and qualitative parameters. For example, for any large corporate borrower, the rating methodology entails a comprehensive\nevaluation of the industry, borrower’s business position in the industry (benchmarking), financial position and projections, quality\nof management, impact of projects being undertaken by the borrower and structure of the transaction.\n\nAfter conducting an analysis of a specific borrower’s\nrisk, 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\nborrower’s credit rating is a vital input for the credit approval process. The borrower’s credit rating and the default pattern\ncorresponding to that credit rating, form an important input in the risk-based pricing framework of the Bank. Every proposal for a financing\nfacility is prepared by the relevant business unit and reviewed by the Credit Risk Management Group before being submitted for approval\nto the appropriate approval authority other than retail products, program lending, score card-based lending to business banking borrowers\nand agri-businesses and certain other specified products. The approval process for non-fund facilities is similar to that for fund-based\nfacilities.\n\nOn our current rating scale, ratings of below\nBBB- (i.e., BB and B ratings) are considered to be relatively high-risk categories. Our current credit policy does not expressly provide\na minimum rating required for a borrower to be considered for a loan. All corporate loan proposals for fresh/incremental exposure with\nan internal rating of BB and B are sent to our Credit Committee for its approval. For corporates internally rated BBB-, fresh/incremental\nexposure up to a certain level is approved by the Committee of Senior Management. See also “*Consolidated financial Statements—Schedules\nforming part of the consolidated financial statements—Additional Notes—Note 7—Credit quality indicators of loans*”.\n\nThe\nappraisal process involves an in-depth study of the industry, financial, commercial, technical and managerial aspects of the\nborrower. An assessment of the financial requirements of the client is made in order to arrive at the amount of credit to be\nconsidered by the Bank. Each credit proposal is thereafter prepared in an appropriate appraisal format and placed before the\napproving authority as prescribed by the Board/Credit Committee from time to time.\n\nThe following sections detail the risk assessment\nprocess for various business segments:\n\n*Assessment of Project Finance Exposures*\n\nThe Bank carries out an evaluation of technical\nand financial viability of the project and the sponsor’s financial strength. This analysis helps the Bank identify, allocate and\nmitigate risks in project financing.\n\n*Assessment of Corporate Finance Exposures (Term loans/fixed maturity\nloans)*\n\nAs part of the corporate loan approval procedures,\nthe Bank carries out a detailed analysis of funding requirements, including normal capital expenses, long-term working capital requirements,\nand acquisition\n\n80\n\n[Table of Contents](#a_050)\n\nfinance. The Bank’s funding of long-term requirements is assessed\non the basis of detailed review of the underlying transaction and an analysis of cash flows.\n\nOur analysis enables us to identify risks in these\ntransactions. To mitigate risks, we use various credit enhancement techniques, such as collateralization, cash collateralization, creation\nof escrow accounts and debt service reserves. Rating review of these exposures is done based on asset quality review framework of the\nBank. The Credit Monitoring Group jointly monitors these exposures along with the business and Risk Management Group.\n\nCorporate finance loans can be secured by fixed\nassets (which normally consists of property, plant and equipment), pledge of financial assets (such as marketable securities or at times\nnon-marketable securities) and we may obtain contractual credit enhancements such as corporate guarantees or personal guarantees from\nthe sponsors wherever appropriate. In certain cases, the terms of financing include covenants relating to sponsors’ shareholding\nin the borrower and restrictions on the sponsors’ ability to sell all or part of their shareholding.\n\nUnsecured\ncorporate finance loans can be extended based on creditworthiness of the applicant and nature of products offered typically to\napplicants, who have unsecured loans from other lenders. Unsecured incremental sanctions for corporates are extended largely to high\nrated borrowers and well-established corporate groups only. The Bank has Enterprise Risk Management (ERM) and Risk Appetite\nFramework (RAF), which stipulates a limit on unsecured non-retail exposures to overall non-retail exposures; and the same is being\nmonitored and reviewed on a quarterly basis.\n\nWith respect to financing of cross-border corporate\nmergers and acquisitions, we carry out detailed due diligence on the acquirer as well as the target’s business profile.\n\nWe emphasize environmental and social risk assessment\nfor new project financing proposals subject to internally defined criteria. These proposals are reviewed under a social and environmental\nmanagement framework that integrates analysis of the environmental and social risk assessment into the overall credit appraisal process.\nWe are also in the process of incorporating environmental, social and governance and climate risk aspects as part of the credit evaluation\nprocess. Borrower-level environmental, social and governance scores from external agencies are considered, when available, during the\nevaluation of a proposal. We have developed sector-specific environmental, social and governance checklists for borrower-level evaluation\nfor exposures exceeding a certain threshold. The Bank has also developed a Framework for Sustainable Financing, which provides guidance\non eligibility criteria for Sustainable/Sustainability Linked Lending, guidance on assessment of facilities, monitoring & reporting\nof such facilities. The Bank carries out an impact assessment of climate change on the critical infrastructure resources that support\nthe Bank’s operations. Further, the Bank considers stress testing for climate risk as part of scenario-based stress testing under\nannual ICAAP. This stress testing incorporates the impact of physical risk as well as transition risk on the top counterparties of wholesale\nbanking portfolios.\n\n*Assessment of Working Capital Finance Exposures*\n\nWe carry out a detailed analysis of borrowers’\nworking capital requirements. Once credit limits are approved, we may calculate the amounts that can be lent on the basis of review of\nmonthly stock statements provided by the borrower and the margins stipulated. Credit limits are reviewed on a periodic basis.\n\n81\n\n[Table of Contents](#a_050)\n\nWorking capital facilities are generally secured\nby inventories, receivables and other current assets. Additionally, in certain cases, we obtain contractual credit enhancements such as\npersonal guarantees or corporate guarantees from sponsors, or subordinated security interests in the tangible assets of the borrower including\nplant and machinery.\n\n*Assessment of Retail Loans*\n\nThe origination and approval of retail credit\nexposures are segregated to ensure independence.\n\nThe Process Management Group within the Credit\nand Process Management Group is responsible for drafting operating guidelines and program notes outlining the norms for offering retail\nassets. The Credit Risk Management Group oversees the credit risk issues for retail assets including formulation of the policy norms and\nreview of all credit policies and operating policies proposed for approval by the Board or forums authorized by the Board. These groups\nare also involved in portfolio monitoring of all retail assets and in suggesting and implementing policy amendments. The Data Science\nand Analytics Group is responsible for devising customer-segment specific strategies, portfolio tracking and monitoring reports, analytics,\nmodel and score card development and database management. The credit team is independent from the business unit and is organized geographically\nto support the retail sales and service structure.\n\nThe Bank’s credit officers evaluate credit\nproposals on the basis of operating guidelines approved by the Committee of Executive Directors. The criteria vary across product segments\nbut typically include factors such as the borrower’s income, leverage, the loan-to-value ratio and demographic parameters. External\nagencies such as field investigation agencies facilitate a comprehensive due diligence process including visits to offices and homes of\nborrowers whenever required by the applicable guidelines. The Bank also draws upon a centralized database on delinquent loans and reports\nfrom the credit bureaus to review the borrower’s profile. Except for personal loans and credit cards, the Bank generally requires\na contribution from the borrower and its loans are secured by the asset financed. For mortgage loans and used vehicle loans, a valuation\nagency carries out the valuations. For certain products, the Bank has implemented a credit-scorecard, which forms one of the criteria\nfor loan evaluation.\n\nUnsecured loans\nin retail are primarily personal loans and credit cards. The retail portfolio at the Bank has been built with core principles of return\nof capital and ecosystem led offerings, targeting known and assessable quality customers, decongesting existing processes, all with a\ncustomer-centric approach. The Enterprise Risk Management framework stipulates limits on overall retail unsecured exposure as well as\nseparately on personal loans and credit cards. Thresholds on unsecured retail advances have also been stipulated. The portfolio default\nrisk is also monitored by the proportion of incremental originations of unsecured loans to borrowers across bureau score bands. The bureau\nscore distribution of incremental sourcing as well as for the overall portfolio is reviewed and reported on a quarterly basis to the\nRisk Committee. Further, approval authorization is also risk-based which is linked to bureau score and product.\n\nAs part of digital credit lending, the Bank offers\nretail asset products to its customers through digital channels. As part of its strategy, the Bank uses multiple credit filters to segment\ncustomers and to mitigate risk. The portfolio build-up strategy is based on utilizing the pre-filtered customer database for origination\nof key retail asset products wherein major incremental origination is from existing liability customer relationships.\n\nThe Bank undertakes portfolio buyouts of various\nretail assets products. The portfolio is selected by applying filters like tenure, size, loan to value ratio and location, and meeting\nregulatory requirements with regard to minimum holding period and minimum retention requirement by the seller. The buyouts are in the\nform of direct assignment or by way of investment in securitization notes.\n\n82\n\n[Table of Contents](#a_050)\n\nThe Bank has established centralized operations\nto manage operational risk in the back-office processes of its retail assets business and also has decentralized operations to improve\nturnaround time for customers. A separate team under the Credit and Process Management Group undertakes review and audits of credit quality\nand processes across different products. The Bank has a debt services management group to manage debt recovery. The group operates under\nthe guidelines of a standardized recovery process.\n\n*Assessment Procedures for Borrowers under Business Banking*\n\nBusiness Banking Group in the Bank caters to financing\nneeds of micro, small and medium enterprises (“MSMEs”), which include individual entities and financing dealers and vendors of companies.\n\nBusiness Banking Group credit also includes financing\nextended directly to small enterprises as well as lending based on parameterized product-based credit facilities, which involves a cluster-based\napproach wherein a lending program is implemented for a homogenous group of individuals/business entities, which comply with certain parameterized\nnorms. Further, programs can also be made for diverse group of individuals/business entities/ industries having common target market norms\nand go/no-go parameters as approved by the Committee of Executive Directors. The risk assessment of such a cluster involves the identification\nof appropriate credit norms for the target market, the use of scoring models for enterprises that satisfy these norms and a comprehensive\nappraisal of those enterprises, which are awarded a minimum required score in the scoring model.\n\nThe Bank has various programs for lending to business\nbanking customers, based on various financial and non-financial parameters and target market norms. The program criteria are approved\nby the Committee of Executive Directors and individual credit proposals are assessed by the credit team based on these approved criteria.\nFurther, exposure of up to Rs 30 million can be sanctioned in the digital platform provided they meet the credit and collateral norms\nprescribed by the program.\n\nFor larger ticket size loans, an in-house developed\nstatistical scoring model is being used to assess a majority of cases in the small and medium enterprise and mid-corporate segment. The\nunderwriting process integrates various digital tools like bank statement analyzer, automatic fetching of bureau reports and enhanced\nbusiness rule engine to generate probability of default scores for score-based analysis. A detailed appraisal is performed based on the\nfinancial/ non-financial parameters (including information on GST / information from account aggregators) to assess the creditworthiness\nof the enterprise in all the cases.\n\nThe Bank also finances dealers and vendors linked\nto large and medium entities by implementing structures to enhance the base credit quality of the vendor or dealer. The process involves\nan analysis of the base credit quality of the vendor or dealer and an analysis of the linkages that exist between the vendor or dealer\nand the anchor corporate. The approval of limits to dealers and vendors takes place manually as well as digitally.\n\n*Assessment Procedures for Rural and Agricultural Loans*\n\nThe rural and agricultural portfolio consists\nof loans to individuals and non-individuals engaged in agriculture and related activities. These loans are extended to meet crop production\nand maintenance, consumption, asset purchase and income generating requirements of borrowers.\n\nThe sales and credit decision-making functions\nare segregated. The Process Management Group within the Credit and Process Management Group is responsible for drafting program notes\nand operating guidelines. The Credit Risk Management Group oversees the credit risk issues for rural and agricultural\n\n83\n\n[Table of Contents](#a_050)\n\nloans including the ownership and review of all credit policies and\noperating policies proposed for approval by the Board or forums authorized by the Board. These groups are also involved in portfolio monitoring\nof all rural assets and in suggesting and implementing policy amendments. The Data Science and Analytics Group is responsible for devising\ncustomer-segment specific strategies, portfolio tracking and monitoring, analytics, model and score card development and database management.\nThe credit team is independent from the business unit and is organized geographically to support the sales and service structure.\n\nFor loans against\ngold ornaments and gold coins, the credit norms focus on establishing authenticity (purity and weight) of the underlying jewelry with\nthe help of Bank appointed external appraisers and assessment of the repayment ability of the borrowers. Norms with respect to loan-to-value\nratio have been laid down in accordance with regulatory guidelines. The repayment ability of the borrowers is assessed through the models\ndeveloped by the Data Science and Analytics Group or through the credit team.\n\nFor loans against pledge of agricultural commodities,\nthe credit norms focus on the quality, quantity and price volatility of the underlying commodity. A dedicated group evaluates, directly\nor through the agencies appointed by it at the time of funding and undertakes periodic post disbursements checks. Norms with respect to\nprice monitoring and loan-to-value ratio have been laid down.\n\nSee also “*Risk Factors—Risks Relating\nto Our Business—Entry into new businesses or rapid growth in existing loan portfolios may expose us to increased risks that may\nadversely affect our business*”.\n\n*Risk Monitoring and Portfolio Review*\n\nWe monitor credit facilities through a\nrisk-based asset review framework under which the frequency of asset review is higher for cases with higher exposure balances and\nlower credit ratings. For corporate and business banking, the Asset and Liabilities Operations Group – Lending Services\nOperations Group (ALOG-LSOG) verifies adherence to the terms of the sanction approval prior to disbursement/limit set up.\n\nThe Credit Monitoring Group jointly with the business\nand Risk Management Group monitors corporate and business banking borrower accounts to identify triggers on the basis of account conduct\nand behavior. These triggers are highlighted to risk and business teams and are included in the appraisal and portfolio review process,\nwhich helps to take timely action on the exposures.\n\nAn analysis of our portfolio composition based\non internal ratings is carried out and submitted to the Risk Committee on a quarterly basis as part of the risk dashboard. This facilitates\nthe identification and analysis of trends in the portfolio credit risk.\n\nThe Credit Committee of the Bank, apart from approving\nproposals, regularly reviews the credit quality of the portfolio and various sub-portfolios. A summary of the reviews carried out by the\nCredit Committee is submitted to the Board for its information.\n\nThe Bank’s\nEnterprise Risk Management framework defines benchmark vintage curves as delinquency triggers for key retail products. Actual delinquencies\nfor these products are monitored against these benchmark vintage curves, to enable analysis and directed collection strategies as well\nas review of origination norms, where required. As part of the Enterprise Risk Management framework, a threshold on incremental origination\nfor customers with low bureau score has also been stipulated for retail portfolio.\n\n84\n\n[Table of Contents](#a_050)\n\n**Market Risk**\n\nMarket risk is the possibility of loss arising\nfrom changes in the value of a financial instrument as a result of changes in market variables such as interest rates, exchange rates,\ncredit spreads and other asset prices. Our exposure to market risk is a function of our trading and asset-liability management activities\nand our role as a financial intermediary in customer-related transactions. These risks are mitigated by the limits stipulated in the Investment\nPolicy (which includes the Derivatives Policy) and Asset Liability Management Policy, which are approved and reviewed by the Board.\n\n*Market Risk Management Procedures*\n\nThe Asset Liability\nManagement Policy stipulates liquidity and interest rate risk limits at an aggregate level and the Asset Liability Management Committee\nreviews adherence to limits and determines the strategy in light of the current and expected environment. The Investment Policy addresses\nissues related to investments in various treasury products and includes the Derivatives Policy which is formulated in line with the comprehensive\nguidelines issued by Reserve Bank of India on derivatives for banks. The policies are designed to ensure that operations in the securities\nand foreign exchange and derivatives areas are conducted in accordance with sound and acceptable business practices and current regulatory\nguidelines, laws governing transactions in financial securities and the financial environment. The policies contain the limit structures\nthat govern transactions in financial instruments. The Board has authorized the Risk Committee, Asset Liability Management Committee\nand Committee of Executive Directors (Borrowing, Treasury and Investment Operations) to grant certain approvals related to treasury activities,\nwithin the broad parameters laid down by policies approved by the Board.\n\nThe Asset Liability Management Committee, comprising\nthe Managing Director and Chief Executive Officer, Whole-time Directors and senior executives, meets periodically and reviews the positions\nof trading groups, interest rate and liquidity gap positions, sets deposit and benchmark lending rates, reviews the pricing methodologies\nfor various categories of advances, reviews the valuation methodologies for various treasury products, the business profile and its impact\non asset liability management and determines the asset liability management strategy, as deemed fit, taking into consideration the current\nand expected business environment. The Asset Liability Management Policy provides guidelines to manage liquidity risk and interest rate\nrisk in the banking book.\n\nThe Market Risk Management Group is responsible\nfor the identification, assessment and measurement of market risk. Risk limits including position limits and stop loss limits are reported\non a daily basis by the Treasury Monitoring and Reporting Group and reviewed periodically. Foreign exchange risk is monitored through\nthe net overnight open foreign exchange limit. Interest rate risk in the banking book is measured through the use of re-pricing gap/duration\nanalysis. Interest rate risk is further monitored through interest rate risk limits approved by the Board.\n\n*Interest Rate Risk*\n\nOur core business is deposit taking, borrowing\nand lending in both Indian rupees and foreign currencies as permitted by the Reserve Bank of India. These activities expose us to interest\nrate risk.\n\nOur balance sheet consists of Indian rupee and\nforeign currency assets and liabilities, with a predominantly higher proportion of rupee-denominated assets and liabilities. Thus, movements\nin Indian interest rates are our main source of interest rate risk.\n\nInterest rate risk is measured through earnings\nat risk from an earnings perspective and through duration of equity from an economic value perspective. Further, exposure to fluctuations\nin interest rates is also measured by way of gap analysis, providing a static view of the maturity and re-pricing\n\n85\n\n[Table of Contents](#a_050)\n\ncharacteristics of balance sheet positions. We monitor interest rate\nrisk through the above measures on a fortnightly basis. The duration gap analysis and interest rate sensitivity gap statements for the\nstandalone Bank are submitted to the Reserve Bank of India on a monthly basis. Additionally, the interest rate gap statements for overseas\nbranches are submitted to the host regulator based on applicable guidelines. We also monitor sensitivities of our interest rate options\nportfolio.\n\nThe Bank’s primary source of funding is\ndeposits and, to a smaller extent, borrowings. In the rupee market, most of our deposit taking is at fixed rates of interest. We accept\ndeposits for fixed periods, except for savings account deposits and current account deposits, which do not have any specified maturity\nand can be withdrawn on demand. Current account deposits in the domestic operations are non-interest bearing. Our borrowings are usually\nfor a fixed period, with certain borrowings qualifying as capital instruments having European call options attached to them, exercisable\nby us only on specified dates, subject to regulatory approvals. On the asset side, we have a mix of floating and fixed interest rate assets.\nOur term loans are generally repaid gradually, with principal repayments being made over the life of the loan.\n\nPursuant to regulatory reserve requirements, we\nmaintain a large part of our assets in Government of India securities and in interest-free balances with the Reserve Bank of India, which\nare funded mainly by deposits and borrowings. This exposes us to the risk of differential movement in the yield earned on statutory reserves\nand the related funding cost.\n\nAlmost all the long-tenor foreign currency loans\nin the overseas branches of the Bank are floating rate loans. These loans are generally funded with foreign currency borrowings and deposits\nin our overseas branches. We generally convert the long-tenor foreign currency borrowings into floating rate dollar liabilities through\nthe use of interest rate and currency swaps with leading international banks. Our overseas subsidiaries in the U.K. and Canada have fixed\nrate retail term deposits and fixed/floating rate wholesale borrowings as their funding sources, with the U.K. subsidiary additionally\nhaving floating rate savings deposits and non-interest-bearing current deposits. They also have fixed and floating rate assets. Interest\nrate risk is generally managed by increasing/decreasing the duration of investments and government securities portfolio and/or by entering\ninto interest rate derivatives whenever required. We are an active participant in the interest rate swap market and are one of the largest\nswap counterparties in India.\n\nFor a discussion of our vulnerability to interest\nrate risk, see *“Risk Factors—Risks Relating to Our Business—Our banking and trading activities are particularly vulnerable\nto interest rate risk and movements in interest rates could adversely affect our net interest margin, the value of our fixed-income portfolio,\nour income from treasury operations, the quality of our loan portfolio and our financial performance”* and *“Risk Factors—Risks\nRelating to Our Business—Our inability to effectively manage credit, market and liquidity risk and inaccuracy of our valuation models\nand accounting estimates may have an adverse effect on our earnings, capitalization, credit ratings and cost of funds”.*\n\n*Equity Risk*\n\nWe assume equity risk both as part of our investment\nbook and our trading book. At year-end fiscal 2026, we had a total equity investment portfolio (excluding investment in affiliates) of\nRs. 270.5 billion, primarily comprising Rs. 54.5 billion of investments by the Bank and Rs. 214.8 billion of investments by our insurance\nsubsidiary. The Bank also acquires equity investments from loan conversion and also investment in unlisted equity which are long-term\nin nature. We also invest in alternate investment funds/venture capital funds, primarily those managed by our subsidiary ICICI Venture.\nThese funds primarily invest in equity and equity linked and non-convertible instruments. Our investments in these\n\n86\n\n[Table of Contents](#a_050)\n\nfunds are similar in nature to our other equity investments and are\nsubject to the same risks. In addition, they are subject to risks in the form of changes in regulation and taxation policies applicable\nto such equity funds. ICICI Securities and ICICI Securities Primary Dealership also have a small portfolio of equity derivatives. For\nfurther information on our trading and available-for-sale investments, see *“—Overview of Our Products and Services—Investment\nBanking—Treasury”*.\n\nThe risk in the equity portfolio of the proprietary\ntrading group, which manages the equity trading book of the Bank, is controlled through position limits, value-at-risk and stop loss limits,\nas stipulated in the Investment Policy. The portfolio includes investments in listed equities, equity mutual funds and infrastructure\nand real estate investment trusts, as well as application money paid for new offerings of such investments. Value-at-risk measures the\nstatistical risk of loss from a trading position, given a specified confidence level and a defined time horizon, see *“—Selected\nStatistical Information”.*\n\n*Exchange Rate Risk*\n\nWe offer instruments like foreign exchange forwards,\noptions, swaps and combinations thereof to clients, which are primarily banks and corporate customers. We use cross-currency swaps, forwards,\nand options to hedge against risks arising out of these transactions and for foreign currency loans that are originated in currencies\ndifferent from the currencies of the borrowings supporting them. Some of these transactions may not meet the hedge accounting requirements\nand are subject to mark-to-market accounting. Trading activities in the foreign currency markets expose us to exchange rate risks. This\nrisk is mitigated by setting counterparty limits, stipulating foreign exchange overnight and intra-day position limits, greek limits for\noptions, daily/quarterly/yearly cumulative stop-loss limits and engaging in exception reporting.\n\n*Derivative Instruments Risk*\n\nThe Bank offers various derivative products, including\nforwards, options, swaps and combinations thereof in foreign exchange and interest rates to clients for their risk management purposes.\nProfits or losses on account of market movements on these transactions are borne by the clients. For transactions which are not covered\nfully or partially in the interbank market the Bank runs open positions within the limits prescribed in its Investment Policy. The derivative\ntransactions are subject to counterparty risk to the extent particular obligors are unable to make payment on contracts when due.\n\nIn view of the margin rules for non-centrally\ncleared derivative transactions issued by the Basel Committee on Banking Supervision, guidelines issued by the Reserve Bank of India and\nguidelines issued by overseas regulators, certain derivative transactions are subject to margining and collateral exchange in accordance\nwith a Credit Support Annex. Reserve Bank of India has permitted the Bank to post and collect margin for permitted derivative contracts\nwith covered entities. The Bank has also implemented the International Swaps and Derivatives Association’s prescribed Standardized\nInitial Margin Model for estimating the initial margin requirements for some of the non-centrally cleared derivatives. The Bank settles\ncertain derivatives transactions through qualified central counterparties such as Clearing Corporation of India Limited and London Clearing\nHouse Limited and posts collateral in line with the margin regulations stipulated by qualified central counterparties.\n\nThe Bank also enters into interest rate and currency\nderivative transactions for the purpose of hedging interest rate and foreign exchange risk and also engages in trading of derivative instruments\non its own account.\n\n87\n\n[Table of Contents](#a_050)\n\n*Credit Spread Risk*\n\nCredit spread risk arises out of investments in\nfixed income securities. Hence, volatility in the level of credit spreads would impact the value of these portfolios held by the Bank.\nWe closely monitor our portfolio, and risk is monitored by setting credit spread for 1 basis points (CS01) limits, investment limits,\nrating-wise limits, single issuer limit, maturity limits and stipulating daily and cumulative stop-loss limits.\n\n*Liquidity Risk*\n\nThe Bank manages\nliquidity risk in accordance with our Asset Liability Management Policy. This policy is based on applicable regulatory guidelines and\nis approved by the Board. The Asset Liability Management Committee of the Bank formulates and reviews strategies and provides guidance\nfor management of liquidity risk within the framework laid out in the Asset Liability Management Policy. The Risk Committee has oversight\nof the Asset Liability Management Committee.\n\nThe Bank uses various tools for the measurement\nof liquidity risk including the statement of structural liquidity, dynamic liquidity cash flow statements, liquidity ratios and stress\ntesting through scenario analysis. The statement of structural liquidity is used as a standard tool for measuring and managing net funding\nrequirements and the assessment of a surplus or shortfall of funds in various maturity buckets in the future. The cumulative utilization\nagainst gap limits laid down for each bucket is reviewed by the Bank’s Asset Liability Management Committee.\n\nWe also periodically present to the Asset Liability\nManagement Committee the dynamic liquidity cash flow statements, which in addition to scheduled cash flows, considers the liquidity requirements\npertaining to incremental business and the funding thereof. As a part of the stock and flow approach, we monitor various liquidity ratios,\nand limits as laid down for these ratios in the Asset Liability Management Policy.\n\nThe sources of liquidity, levels of liquid assets,\nLCR, NSFR are set out in “*Operating and Financial Review and Prospects—Market Risk—Liquidity Risk*”.\n\nWe have a Board approved liquidity stress-testing\nframework, under which we estimate the Bank’s liquidity position under a range of stress scenarios, and consider possible measures\nwe could take to mitigate the outflows under each scenario. During fiscal 2026, the results of each of the stress scenarios were within\nthe Board-approved limits.\n\nThe Risk Committee has approved a liquidity contingency plan, which lays down a framework for ongoing monitoring of potential liquidity\ncontingencies and an action plan to meet such contingencies. The liquidity contingency plan lays down several liquidity indicators,\nwhich are monitored on a pre-defined (daily or weekly) basis and also defines the protocol and responsibilities of various teams in\nthe event of a liquidity contingency.\n\nSimilar frameworks to manage liquidity risk have\nbeen established at each of the overseas banking subsidiaries of the Bank, addressing the risks they run as well as incorporating host\ncountry regulatory requirements, as applicable.\n\nOur subsidiary in the United Kingdom has\naccess to diverse sources of liquidity to allow for flexibility in meeting its funding requirements. In line with local regulatory\nrequirements, ICICI Bank UK PLC has an Internal Liquidity Adequacy Assessment Process document, which is approved by its board of\ndirectors. The Internal Liquidity Adequacy Assessment Process outlines the stress testing framework and liquidity and funding risk\nlimits. These limits are monitored by Asset Liability Management Committee of ICICI Bank UK PLC, at least on monthly basis. ICICI Bank\nUK PLC has complied with these requirements\n\n88\n\n[Table of Contents](#a_050)\n\nthroughout fiscal 2026. It maintained a LCR above the stipulated level\nof 100.0% during fiscal 2026 and complied with Pillar 2 liquidity requirements, as stipulated by the Prudential Regulation Authority.\n\nIn Canada, the LCR guidelines from the Office\nof the Superintendent of Financial Institutions expect banks to ensure that the value of the LCR be no lower than 100.0%, in the absence\nof financial stress. At March 31, 2026, ICICI Bank Canada maintained a LCR above the regulatory minimum of 100.0%. The Office of the Superintendent\nof Financial Institutions expects each Canadian bank to have an internal liquidity policy articulating and defining the role of liquid\nassets within the bank’s overall liquidity management system and establishing minimum targets for liquid asset holdings. ICICI Bank\nCanada has a Liquidity Management Policy and Market Risk Management Policy, which are approved by its board of directors. These limits\nare monitored by the Asset Liability Management Committee of ICICI Bank Canada, at least on monthly basis. ICICI Bank Canada has complied\nwith these guidelines throughout fiscal 2026.\n\nIn addition, Net Cumulative Cash Flow information\nis shared with the Office of Superintendent of Financial Institutions on a monthly basis, consisting of details of maturity, pattern of\nassets and liabilities and net cash flows.\n\nSee also “*Operating and Financial Review\nand Prospects—Market Risk—Liquidity Risk*”.\n\n**Operational Risk**\n\nOperational risk is the risk of loss resulting\nfrom inadequate or failed internal processes, people and systems or from external events. Operational risk includes legal risk but excludes\nstrategic and reputational risks. Legal risk includes, but is not limited to, exposure to fines, penalties or punitive damages resulting\nfrom supervisory actions, as well as private settlements.\n\nThe management of operational risk is governed\nby the Operational Risk Management Policy approved by the Board. The Policy is applicable across the Bank including overseas branches,\nensuring a clear accountability and responsibility for management and mitigation of operational risk, developing a common understanding\nof operational risk and assisting the business and operation groups to improve internal controls. The Board has constituted an Operational\nRisk Management Committee for reviewing risks associated with the various business activities of the Bank. The Operational Risk Management\nCommittee reviews the risk profile of various key functions, the tools used for management of operational risk and implementation of the\noperational risk management policies as approved by the Board. The Framework for product/product variant approval process was reviewed\nand approved by the Board and delegated Risk Committee to review on periodic basis on April 18, 2026. The framework outlines governance\nand approval mechanism for products and product variants, review process by assurance functions and independent review process by assurance\nfunctions. The COED has approved a framework for approval of processes, “Process Approval Framework and Operating Guidelines”.\nThe framework outlines the process for approval, review and discontinuation of the processes for the approved products/service.\n\nThe key elements in the operational risk management\nprocess in the Bank are risk identification and assessment, risk measurement, risk monitoring and risk mitigation.\n\nThe Bank seeks to mitigate operational risk by\nmaintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key\nback-up procedures and undertaking regular contingency planning.\n\n89\n\n[Table of Contents](#a_050)\n\nConsidering the increasing importance of operational\nrisk, we are strengthening our operational risk framework through identification of material processes, institutionalizing the process\nof in-depth analysis of operational risk incidents and creating a feedback loop of learnings to improve the processes.\n\nOperational controls and procedures at the Bank\nare summarized below.\n\n*Operational Controls and Procedures in Retail\nBanking*\n\nThe Bank has well-defined products, sales, credit\nand operations structures for customer sales, evaluation, servicing and monitoring. The Bank offers retail and transaction banking products\nto customers through various channels such as branches, phone banking, digital/online, business correspondents, and empaneled service\nproviders. Banking transactions relating to customer accounts are processed based on built-in system checks and authorization procedures\nand transactions are also subjected to enhanced due diligence based on certain criteria. The Bank has designated centralized and regional\nprocessing centers located at various cities across the country as well as contact centers in multiple cities for extending banking services\nto customers through phone banking.\n\n*Operational Controls and Procedures for Wholesale\nand Transaction Banking*\n\nThe credit risk of the wholesale banking business\nis independently evaluated by the credit risk management group. The legal group reviews, the security structure and documentation aspects\nand the operations group conducts verification and scrutiny of the loan documents vis-à-vis terms of limit approved, monitoring\nimportant covenants of the terms of limit approved, monitoring creation of the security interest and other important aspects for the facility\nextended by the Bank.\n\n*Operational Controls and Procedures in Treasury*\n\nThe Bank has internal controls with respect to\nits treasury operations, which include the segregation of duties between the treasury front-office and treasury and securities services\ngroups, certain control procedures, monitoring procedures through detailed reporting statements, and a well-defined code of conduct for\ndealers. The Bank has also set up limits in respect of treasury operations including deal size limits, product investment limits and market\nrisk limits. In order to mitigate the potential risk of mis-selling, a customer suitability and appropriateness policy has been implemented.\nSimilarly, in order to mitigate potential contractual risks, over-the-counter deal execution-related conversations are recorded. Some\nof the control measures include independence of deal validation, deal confirmation, documentation, limits monitoring, treasury accounting,\nsettlement, reconciliation and regulatory compliance. Further, there is monitoring for unconfirmed, unsettled deals if any, delay in settlement\nor confirmation, and other potential issues.\n\n*Operational Controls and Procedures for IT*\n\nThe Bank has a governance framework for IT and\nsecurity with oversight by the IT Strategy Committee, which is a Board-level committee chaired by an independent director. The security\nstrategy at the Bank is based on the principle of defense in depth and the IT risk framework of the Bank enunciates three lines of defense\nwith clearly defined roles and responsibilities. The Bank has dedicated units responsible for information security and financial crime\nprevention, which are independent of the business units. In striving to provide high availability and continuity of services to its customers,\nincluding high availability of customer-facing IT systems, the Bank has a Business Continuity Management and Disaster Recovery Policy\nfor timely recovery of its IT systems in the event of any disaster or contingency.\n\n90\n\n[Table of Contents](#a_050)\n\nTo monitor its systems, the Bank has an IT Command\nCenter (which includes Network Operation Center). This is supported by the resilience in the design and redundancy at every layer in the\nBank’s IT infrastructure (servers, storage and network). The Bank has processes for change management, identity management, access\nmanagement and security operations, and these processes are periodically reviewed and refined to keep them abreast of emerging risks and\nto implement commensurate controls to mitigate such risks. The Bank has a fully equipped disaster recovery setup in place at remote location(s),\nwhich is subject to periodic disaster recovery drills. Further, stringent gating controls are followed when introducing new applications.\n\nThe Bank continuously reviews and takes measures\nto enhance its IT resilience in terms of application architecture, network and infrastructure.\n\n*Third Party Risk*\n\nThe Board has approved outsourcing policies (business\nand IT) to oversee the governance around outsourcing activities. Based on these policies, the Board and senior management are responsible\nfor monitoring outsourcing risks inherent in such outsourcing activities. The Board has constituted an Outsourcing Committee, which approves\nnew outsourcing activities, undertakes periodic reviews and implementation of the outsourcing policies, and performs other functions in\nsupport of the outsourcing policies.\n\n*Fraud risk*\n\nThe Fraud Risk Management Framework is governed\nby the Group Fraud Risk Management Policy approved by the Board. In Compliance of RBI Master Directions on Frauds, the Bank has constituted\nFraud Monitoring Committee (“FMC”, “the Committee”), a Board Special Committee for Monitoring and Follow-up of cases of frauds and overseeing\nthe effectiveness of the fraud risk management in the Bank.\n\nThe FMC monitors the efficacy of fraud risk management\nin the Bank and suggests mitigating measures for strengthening the internal controls, risk management framework and minimizing the incidence\nof frauds. It monitors and reviews all the frauds involving an amount of Rs 30 million and above along with other frauds with the objective\nof identifying the systemic lacunae and suggesting mitigating measures for strengthening the internal controls, risk management framework,\nif any. The Bank also has a dedicated group, namely, Financial Crime Prevention Group (FCPG), overseeing/handling the fraud prevention,\ndetection, investigation, monitoring, reporting and awareness creation activities. These functions are predominantly discharged in a centralized\nmanner, in line with regulatory guidelines.\n\n**IT Risk**\n\nIT risk refers to potential\nnegative outcomes that may arise from the use of IT systems and processes. IT risk includes the risk of business disruption and the risk\nof data breach. The management of IT risk is governed by the information security policy and cybersecurity policy which is an annexure\nto the Board-approved operational risk management policy. The information security policy and cybersecurity policy is applicable across\nthe Bank including the overseas branches, ensuring a clear accountability and responsibility for the management and mitigation of IT risk,\ndeveloping a common understanding of the key IT processes and facilitating the IT group to improve internal controls in IT operations.\nThe Board has constituted an IT Strategy Committee for reviewing risks associated with the various technology solutions of the Bank.\n\n91\n\n[Table of Contents](#a_050)\n\nThe key elements in the IT risk management process\nare developing policies and frameworks in various areas of IT operations for risk identification and assessment, risk measurement, risk\nmonitoring and risk mitigation.\n\nSee also *“Risk Factors—Risks Relating\nto Technology—We face security risks, including denial of service attacks, misuse of privilege access by insiders, hacking, social\nengineering attacks targeting our colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could\nresult in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial\nexposure”*.\n\n**Anti-Money Laundering Controls**\n\nThe Bank has implemented Know Your Customer (“KYC”)/\nAnti-Money Laundering (“AML”)/ Combating of Financing of Terrorism controls in accordance with the provisions under the Prevention\nof Money Laundering Act (“PMLA”), 2002, rules promulgated thereunder and directions issued by the regulators from time to\ntime.\n\nImplementation of these controls includes the\nformulation of a Group KYC, AML and Combatting Financing of Terrorism policy that establishes the standards of AML/Combating of Financing\nof Terrorism compliance and is applicable to all activities of the Bank including its Strategic Business Units in India, overseas branches\nand banking and non-banking subsidiaries; oversight by the Audit Committee on the implementation of the AML framework; appointment of\na Whole-time Director to ensure overall compliance with the obligation under PMLA; appointment of a senior level officer as the Principal\nOfficer who has the responsibility of monitoring day-to-day implementation of the AML framework; implementation of adequate KYC procedures,\nwhich includes the screening of customer names with sanctions lists and other negative lists issued by the regulators, as applicable,\nand customer risk categorization to classify the customers as high, medium or low risk; risk-based transaction monitoring and regulatory\nreporting procedures through automated applications; implementation of appropriate mechanisms to train employees’ and create customer\nawareness of the KYC, AML and Combatting Financing of Terrorism policy. With an objective to identify, assess and understand the money\nlaundering and terrorist financing risks faced and adopt effective risk mitigation measures following the risk-based approach, the Bank\nhas formulated a Money Laundering/Terrorists Financing Risk Assessment Framework.\n\nSee also “*Risk Factors—Risks\nthat arise as a result of our presence in a highly regulated sector—The enhanced supervisory and compliance environment in the\nfinancial sector increases the risk of regulatory action against us, whether formal or informal.*” and “*Risk\nFactors—Risks Relating to Our Business—Negative publicity could damage our reputation and adversely impact our business\nand financial results and the prices of our equity shares and ADSs.*” See also “*—Legal and Regulatory\nProceedings.*” See also “*Supervision and Regulation—Regulations Relating to KYC and AML*.”\n\n**Cybersecurity**\n\n*Risk Management and Strategy*\n\nThe Bank is exposed to a broad range of cybersecurity\nrisks that have become increasingly complex, persistent and sophisticated. These include threats such as denial-of-service attacks, hacking,\nmalware intrusions, ransomware, data corruption, identity theft and social engineering attacks—some of which specifically target\nour employees, customers, and third-party vendors. Such incidents may result in the unauthorized access, use, disclosure, modification,\nor destruction of confidential information, disruption\n\n92\n\n[Table of Contents](#a_050)\n\nof our operations, and could have a materially adverse effect on our\nbusiness operations, financial results, legal standing, and reputation.\n\nOur business operations are critically dependent\non the secure processing, transmission, and storage of confidential and proprietary information across our technology infrastructure,\nwhich includes our internal data centers and the systems of various third-party service providers. Customers access our services through\nmultiple channels, including personal computers, mobile devices and other endpoints that lie outside our managed environment and are inherently\nvulnerable to external cybersecurity threats. As a result, both our infrastructure and customer interfaces are exposed to evolving threats,\nincluding cyber-attacks by criminal syndicates, state-sponsored entities, insider threats, and other malicious actors.\n\nWe continue to witness heightened cybersecurity\nrisks, driven by rapid digitalization, proliferation of emerging technologies and the increasing use of digital channels for conducting\nfinancial transactions. Our cyber-risk landscape is further complicated by technological advancements such as AI and quantum computing.\nWhile AI can be leveraged to enhance data processing, customer service, and operational efficiency, it can also be used by adversaries\nto identify system vulnerabilities more rapidly and launch adaptive, real-time attacks that evade conventional detection mechanisms. Quantum\ncomputing, once commercially viable, could potentially compromise existing encryption protocols, posing a significant threat to data confidentiality.\n\nIn addition, the increasing adoption of cloud-based\nservices, open APIs, digital partnerships, and interconnected financial ecosystems has expanded the Bank’s attack surface and dependency\non external technology environments. Cyber threats may also arise from software supply chain compromises, vulnerabilities in widely used\nthird-party applications, and unauthorized access through compromised credentials or privileged accounts.\n\nCybersecurity risks are further exacerbated by\nour reliance on third parties, including service providers, vendors, and financial market infrastructure. A technology failure, cyber\nincident, or breach at any of these third parties could adversely affect our ability to conduct business, manage risk exposures, or meet\nregulatory obligations. In addition, increased sectoral interconnectedness and consolidation amplify systemic risks, as a compromise at\none institution may have cascading effects across financial ecosystems.\n\nThe Bank has established a comprehensive cybersecurity\nframework designed to protect the confidentiality, integrity, and availability of information assets. This includes:\n\n·A layered “defence-in-depth” strategy encompassing perimeter and endpoint security, application and data security, network\nsegmentation, and privileged access controls.\n\n·Continuous monitoring and threat detection by our 24x7 Security Operations Centre (“SOC”).\n\n·Deployment of Data Loss Prevention (“DLP”) systems to protect sensitive data across endpoints, web gateways, and email\ninfrastructure.\n\n·Implementation of a robust cyber-incident response plan covering preparation, detection, escalation, containment, investigation, eradication,\nrecovery, and post-incident analysis.\n\n·Cyber-attack simulation drills (e.g., spear phishing, distributed denial-of-service (“DDoS”) simulations and social engineering\nexercises) and disaster recovery/business continuity drills to test resilience and response readiness.\n\n93\n\n[Table of Contents](#a_050)\n\nOur strategy also includes robust cyber-risk awareness\nprograms. We have implemented customer-facing controls that allow real-time self-management of critical security parameters such as card\nlimits and access permissions. Awareness initiatives are regularly conducted through campaigns that educate customers on safe banking\npractices in digital environments. Internally, the Bank runs a comprehensive Security Awareness Program to train employees on threat identification,\nphishing prevention, and secure data handling practices.\n\nThe Bank’s cybersecurity policies and processes\nare benchmarked against multiple regulatory and industry frameworks, including the Reserve Bank of India’s Cybersecurity Framework,\nNCIIPC Guidelines, SEBI and IRDA cybersecurity guidelines, as well as global standards such as\nthe NIST Cybersecurity Framework. Our cybersecurity policies are reviewed and approved annually by the Board to ensure the policies remain\ncurrent and effective in the context of emerging risks.\n\nThe Bank also continues to strengthen its cyber\nresilience capabilities in alignment with evolving regulatory expectations relating to digital operational resilience, cyber incident\nreporting, critical information infrastructure protection, and data protection and privacy requirements across jurisdictions in which\nthe Bank operates.\n\n*Governance*\n\nThe Bank has instituted a dedicated cybersecurity\ngovernance structure that clearly defines roles, responsibilities, and oversight mechanisms. The Board assumes ultimate responsibility\nfor cybersecurity oversight, which it delegates through the IT Strategy Committee. The IT Strategy Committee is responsible for ensuring\nthat the Bank has established effective mechanisms to identify, assess, manage, and mitigate cybersecurity risks. It also reviews updates\non key risk indicators, threat landscape developments, and cybersecurity incident summaries.\n\nThe operational execution of the Bank’s\ncybersecurity strategy is led by the Chief Information Security Officer, who brings more than 28 years of domain experience across retail\nbanking, treasury, internet and mobile banking platforms, securities markets, and IT governance. The Chief Information Security Officer\nleads the Information Security Group, which comprises specialized teams in cyber defence operations, incident response, regulatory compliance,\nand vulnerability management.\n\nThe Chief Information Security Officer and Information\nSecurity Group leadership team provide quarterly briefings to the IT Strategy Committee, covering threat intelligence, incident trends,\ncyber risk assessments, and status updates on security initiatives. The Information Security Group staff undergo regular training and\ncertification, and participate in industry-wide cybersecurity forums to stay abreast of evolving threat vectors and regulatory expectations.\n\nCybersecurity\nis embedded in the Bank’s Enterprise Risk Management framework and is assessed alongside operational, reputational, and third-party\nrisks. All technology implementations and digital products undergo security assessments before deployment. The Bank also conducts periodic\ntabletop exercises simulating cyber incidents to validate its incident response, communication, and stakeholder coordination procedures.\n\nVendor and third-party risk is actively managed\nthrough a formal due diligence and continuous monitoring framework, which includes evaluating a vendor or third party’s cybersecurity\nposture, breach notification protocols, and alignment with the Bank’s data protection requirements. Cybersecurity obligations are\nembedded in contracts with service providers to ensure timely incident reporting and mitigation cooperation.\n\n94\n\n[Table of Contents](#a_050)\n\nThe Bank also maintains processes for assessing\ncybersecurity risks associated with critical vendors, outsourced arrangements, and technology partners, including periodic reviews of\ncontrol effectiveness and escalation mechanisms for material incidents affecting third party services.\n\n*Cybersecurity Incidents*\n\nDuring fiscal 2026, the Bank did not\nidentify any cybersecurity incident that materially affected, or is reasonably likely to materially affect, our business strategy, operations\nor financial condition. However, consistent with industry-wide experience, we have faced multiple attempted attacks, including targeted\nphishing, credential harvesting, and DDoS attacks aimed at disrupting customer access to our digital platforms. These attempts were promptly\ndetected and mitigated by the Bank’s cybersecurity infrastructure without any known data compromise or service disruption.\n\nDespite our preparedness and layered controls,\nwe recognize that no security framework is immune to breach. Attack techniques are constantly evolving, often leveraging previously unknown\nvulnerabilities or exploiting human error. Sophisticated adversaries may possess significant resources and employ highly targeted methods\nthat can bypass traditional security defences. Some threats may go undetected for extended periods and be discovered only after a breach\nhas occurred.\n\nThe Bank continues to invest in strengthening\nits security infrastructure, improving resilience, and enhancing response capabilities. Significant resources are dedicated to modernizing\ndefences, including AI-based analytics, behavior-driven anomaly detection, and zero-trust architecture components. We remain vigilant\nin identifying and addressing emerging threats, including those arising from supply chain exposures, third-party dependencies, and cross-border\nregulatory developments.\n\nThe Bank continues to enhance its cyber resilience\nposture through investments in advanced security technologies, process automation, threat intelligence capabilities, and resilience testing\ninitiatives. The Bank also continues to evaluate emerging cybersecurity risks associated with evolving technologies, geopolitical developments,\nand the changing regulatory environment to strengthen preparedness and response capabilities.\n\n**Audit**\n\nThe Internal\nAudit Group, governed by a Group Audit Charter and Internal Audit Policy approved by the Board, provides independent, objective\nassurance on the effectiveness of internal controls, risk management and corporate governance and suggests improvements. It helps us\naccomplish our objectives by evaluating and improving the effectiveness of risk management, internal controls and governance\nprocesses, through a systematic and disciplined approach. The Internal Audit Group acts as an independent entity and reports to the\nAudit Committee of the Board.\n\nThe Internal Audit Group maintains staff with\nsufficient knowledge, skills, experience and professional certifications. It deploys audit resources with expertise in audit execution\nand adequate understanding of business activities. An assessment of the quality of assurance provided by the Internal Audit Group is conducted\nthrough an independent external firm once every three years.\n\nThe Internal\nAudit Group has adopted a risk-based audit methodology in accordance with the Reserve Bank of India guidelines. The risk-based audit\nmethodology is outlined in the Internal Audit Policy. An annual risk-based audit plan is drawn up based on the risk-based audit methodology\nand is approved by the Audit Committee. Accordingly, the Internal Audit Group undertakes a comprehensive audit of all business centers,\nbusiness groups and other functions in accordance with the risk-based audit plan. Resources required for implementing the risk-based\naudit plan are also approved by the Audit Committee.\n\n95\n\n[Table of Contents](#a_050)\n\nThe Internal Audit Group also has a dedicated\nteam responsible for IT and information security (including cybersecurity) audits. The annual audit plan covers various components of\nIT including applications, infrastructure, IT governance/risk management and IT general controls. Cybersecurity is a key focus area for\naudit, and activities undertaken by the information security function are also subjected to audit.\n\nThe Reserve Bank of India requires banks to have\na process of concurrent audits of risk sensitive areas identified as per specific business models. Centralized Processing Centers are\nrequired to be under purview of concurrent audit. The coverage of business centers/business areas under purview of concurrent audit and\nscope of work to be entrusted to concurrent auditors are required to be approved by the Audit Committee. In adherence with the requirements,\nthe Internal Audit Group has put in place a systematic and structured approach for concurrent audit covering a review of high-risk financial\ntransactions originated by domestic business centers, throughout India. Additionally, domestic business centers having high volume of\nhigh-risk financial transactions are under purview of separate concurrent audit. Various other areas including treasury related functions\nand trade finance transactions are also under purview of concurrent audit. Concurrent audits are also carried out at centralized and regional\nprocessing centers and at centralized operations units with a focus on areas that are identified as needing transaction testing and also\nto test the existence of and adherence to internal controls. Some of the head office functions are also under purview of continuous audit.\nThe details of the concurrent audit coverage are outlined in the annual risk-based audit plan, approved by the Audit Committee.\n\nThe audit of overseas banking subsidiaries and\ndomestic non-banking subsidiaries is carried out by a dedicated team of resident auditors attached to the respective subsidiaries/or by\nan internal audit team of the Bank. These audit teams functionally report to the Audit Committees of the respective subsidiary and to\nthe Internal Audit Group of the Bank. The audit of overseas branches and representative offices is carried out by audit teams consisting\nof auditors from India as well as a resident auditor based at the Singapore branch. International operations outsourced to India are audited\nby a team of internal auditors in India.\n\n**Legal and Regulatory Risk**\n\nWe are involved in various litigations and are\nsubject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We\nare also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. Any uncertainty as to the\nenforceability of the obligations of our customers and counterparties, including the enforcement of collateral, creates legal risk.\n\nChanges in laws and regulations could adversely\naffect 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\nby the courts. We seek to minimize legal risk by our Legal Group providing/reviewing legal documentation and advising on legal risks for\nour transactions, products and services.\n\nSee also “*Risk Factors—Risks\nRelating to Our Business—We are involved in various litigations. Any final judgment awarding material damages against us could\nhave a material adverse impact on our financial performance and the prices of our equity shares and ADSs”, “Risk\nFactors—Risks that arise as a result of our presence in a highly regulated sector—The enhanced supervisory and\ncompliance environment in the*\n\n96\n\n[Table of Contents](#a_050)\n\n*financial sector increases the risk of regulatory action against\nus, whether formal or informal.*” and “*—Legal and Regulatory Proceedings*”.\n\n**Risk Management Framework for Overseas Operations**\n\nWe have adopted\na risk management framework for our overseas operations, including overseas branches, our International Financial Services Centre Banking\nUnit and Offshore Banking Unit. Under the framework, the Bank’s credit, investment, asset liability management and AML policies\napply to all the overseas branches, our International Financial Services Centre Banking Unit and Offshore Banking Unit, with modifications\nto meet local regulatory or business requirements. These modifications may be made with the approval of our Board or the committees designated\nby the Board. The overseas branches are governed by their respective Risk Appetite Framework approved by the Board and the\noverall bank-wide policies. In addition, there are also branch level policies, frameworks and operating credit risk limits as appropriate.\nPolicies at the overseas banking subsidiaries are approved by Board of Directors of the respective subsidiaries and are framed in consultation\nwith the related groups in the Bank as per the risk management framework.\n\nThe\nCompliance Group oversees regulatory compliance at the overseas branches, its International Financial Services Centre Banking Unit\nand Offshore Banking Unit. Compliance risk assessments, including the key risk indicators pertaining to domestic and overseas\nbranches, are presented to the Risk Committee on a periodic basis. Management of regulatory compliance risk is an integral\ncomponent of the governance framework at the Bank and its subsidiaries along with the internal control mechanisms.\n\n**Risk Management in Certain Subsidiaries**\n\n**ICICI Bank UK PLC**\n\nICICI Bank UK PLC is exposed to key risks including\ncredit, market, interest rate risk in banking book, liquidity, operational, outsourcing, information security, climate, compliance, conduct,\nfinancial crime and reputational risks.\n\nThe Board of\nDirectors of ICICI Bank UK PLC is responsible for oversight and control of the functioning of ICICI Bank UK PLC, and for approving major policies\nincluding the risk management framework and Risk Appetite Framework.\n\nThe Board of\nDirectors of ICICI Bank UK PLC has oversight on all risks and has established committees with specific mandates for oversight over the various\nrisks.\n\nVarious executive\ncommittees provide day-to-day oversight on key risks, with periodic monitoring at both the executive and Board/Board committee levels.\nAll business activities are conducted within the approved risk appetite and policy framework.\n\n**ICICI Bank Canada**\n\nICICI Bank Canada\nfaces risks such as credit, market, operational, interest rate risk in banking book, liquidity, operational, third party, information\nsecurity, climate, compliance, conduct, fraud and reputation risks. ICICI Bank Canada has developed an Enterprise Risk Management Framework\nto identify, measure, and monitor these risks effectively.\n\nThe Board of\nDirectors of ICICI Bank Canada has oversight on all risks and has established committees with specific mandates for oversight over the\nvarious risks.\n\nVarious executive\ncommittees provide day-to-day oversight on key risks, with periodic monitoring at both the executive and Board/Board committee levels.\nAll business activities are conducted within the approved risk appetite and policy framework.\n\n97\n\n[Table of Contents](#a_050)\n\n**ICICI Securities Primary Dealership**\n\nICICI Securities\nPrimary Dealership is a primary dealer and has Government of India securities as a significant proportion of its portfolio. The Corporate\nRisk Management Group at ICICI Securities Primary Dealership has developed comprehensive risk management policies which seek to manage\nthe risks generated by the activities of the organization. The Corporate Risk Management Group develops and maintains models to assess\nmarket risks which are constantly updated to capture the dynamic nature of the markets. The Corporate Risk Management Group also participates\nin the evaluation and introduction of new products and business activities.\n\nICICI Securities\nPrimary Dealership has a Board-Level Risk Management Committee which is chaired by an Independent Director and comprises members of its\nBoard of Directors. The Risk Management Committee is responsible for analyzing and monitoring the risks associated with the different\nbusiness activities of ICICI Securities Primary Dealership and overseeing adherence to the risk and investment limits set by its Board\nof Directors.\n\n**ICICI Prudential Life Insurance Company\nLimited**\n\nThe risk governance\nstructure of ICICI Prudential Life Insurance Company Limited consists of its Board, Board Risk Management Committee, Executive Risk Committee\nand its subcommittees. The Board, on the recommendation of the Board Risk Management Committee, has approved the risk policy which covers\nthe identification, measurement, monitoring and control standards relating to various individual risks, namely investment (market, credit\nand liquidity), insurance, reputation and operational (including legal, compliance, outsourcing, customer dissonance, business continuity,\ninformation and cybersecurity) risks. The Board periodically reviews the potential impact of strategic risks such as changes in macro-economic\nfactors, government policies, regulatory environment and tax regime on the business plan of the ICICI Prudential Life Insurance Company\nLimited.\n\nIn addition to these risks, the life insurance\nindustry faces sustainability risks related to environmental, social and governance issues, including climate change. The risk management\nframework of the ICICI Prudential Life Insurance Company Limited seeks to identify, measure and control its exposures to all these risks\nwithin its overall risk appetite. Accordingly, sustainability risks, including climate-related risks, are integrated in the risk management\nframework of ICICI Prudential Life Insurance Company Limited.\n\nThe risk policy\nsets out the governance structure for risk management at ICICI Prudential Life Insurance Company Limited. The Board Risk Management Committee,\nwhich consists of non-executive directors, formulates the risk management policy, including asset liability management, monitors all\nrisks across various lines of business and establishes appropriate systems to mitigate such risks. The Board Risk Management Committee\nalso defines ICICI Prudential Life Insurance Company Limited’s risk appetite, reviews its risk profile, oversees the effective\noperation of the risk management system and advises the Board on key risk issues.\n\nThe Executive\nRisk Committee, which comprises senior management, is responsible for assisting the Board and the Board Risk Management Committee in\ntheir risk management duties by guiding, coordinating and overseeing compliance with the risk management policies and, in particular,\nis jointly responsible along with the Product Management Committee for the approval of all new products launched by ICICI Prudential\nLife Insurance Company Limited.\n\n98\n\n[Table of Contents](#a_050)\n\nThe risk management\nmodel of ICICI Prudential Life Insurance Company Limited comprises a four-stage continuous cycle, namely identification and assessment,\nmeasurement, monitoring and control of risks. ICICI Prudential Life Insurance Company Limited’s risk policy details the strategy\nand procedures adopted to follow the risk management cycle at the enterprise level. A risk dashboard detailing the key risk exposures\nfaced by ICICI Prudential Life Insurance Company Limited and mitigation measures is presented to the Board Risk Management Committee\non a quarterly basis.\n\n**ICICI Lombard General Insurance Company**\n\nICICI\nLombard General Insurance Company is exposed to risks arising from its underwriting activities, market risk on its investment portfolio\nand credit risk associated with its counterparties, including reinsurers. In line with its Enterprise Risk Management Framework, ICICI\nLombard General Insurance Company seeks to manage underwriting risks through diversification across product classes, industry segments\nand geographical regions, while maintaining a prudent balance between corporate and retail business. Risk retention is managed in accordance\nwith ICICI Lombard General Insurance Company’s re-insurance programme and co-insurance arrangements, with reinsurance arrangements\nused as a key mechanism to limit exposure to large losses. Further, risks arising from macroeconomic and geopolitical developments are\nidentified and monitored under the strategic risk and market risk categories and are assessed across underwriting portfolios, investment\nexposures, reinsurance arrangements and operational resilience. Geographical exposures, including overseas business and reinsurance counterparties,\nare periodically reviewed by the Risk Management Committee, while potential implications for business continuity, technology resilience\nand information security are monitored through internal governance forums involving senior management and IT Strategy Committee of the\nBoard, to facilitate timely identification and mitigation of material risks.\n\nInvestments of\nthe ICICI Lombard General Insurance Company are governed by the investment policy approved by its Board of Directors within the norms\nstipulated by IRDAI.\n\nICICI Lombard General Insurance Company also has\nvarious subcommittees to monitor risks and associated mitigations related to market risks, product management risks, operational risks,\noutsourcing risks, IT & strategy committee and information security committee, environmental social and governance risks and other\ncore risks. ICICI Lombard General Insurance Company continues to closely watch the evolving situation for appropriate risk mitigation\nand management.\n\n**ICICI Home Finance Company Limited**\n\nICICI\nHome Finance Company Limited is exposed to various kinds of risks inherent to its lending and operational activities, including credit\nrisk, market risk, liquidity risk, operational risk and technology/cybersecurity risk. To manage these risks in a structured and proactive\nmanner, ICICI Home Finance Company Limited has instituted a comprehensive Risk Management Policy under the supervision of the Risk Management\nCommittee (“RMC”) and approved by the Board of Directors. ICICI Home Finance Company Limited has well-defined systems to\nfacilitate periodic reporting of key risks to the Board of Directors, Board committees and the senior management.\n\nICICI\nHome Finance Company Limited has adopted an Enterprise Risk Management approach, enabling a holistic assessment of risks at an organisational\nlevel. The broad strategic approach is to identify and assess core perceived risks and put in place robust strategies and mitigation\nplans to counter the core perceived risks faced by an organisation. As part of the Enterprise Risk Management, ICICI Home Finance Company\nLimited has formulated a Risk Appetite Statement (“RAS”), which articulates the level of risk ICICI Home Finance Company\nLimited is willing to assume across key business activities. The RAS serves as a guiding document for strategic planning, business growth,\ncapital allocation and risk limits, and is reviewed periodically to reflect evolving market and regulatory dynamics.\n\n99\n\n[Table of Contents](#a_050)\n\n**ICICI Securities Limited**\n\nICICI Securities Limited\nhas in place a robust risk management framework encompassing the identification, measurement and mitigation of risks across the business\nof the ICICI Securities Limited.\n\nThe\nBoard of Directors oversees the risk governance framework of the ICICI Securities Limited and has constituted a Risk Management Committee\n(“RMC”). The RMC is responsible for reviewing and monitoring ICICI Securities Limited’s products/processes/policies\nand approving risk controls to ensure that the residual risk across ICICI Securities Limited is maintained within the defined limits.\nIn furtherance of its mandate, the RMC is supported by three dedicated risk management functions:\n\nCorporate Risk Management\nGroup (“CRMG”) addresses financial risks including market risk, credit risk and liquidity risk. CRMG implements and periodically\nreviews Corporate Risk and Investment Policy wherein limits have been stipulated for ICICI Securities Limited’s proprietary investments\n(such as value-at-risk limits, exposure limits, stop-loss limits and concentration limits) as well as for products and services offered\nto clients by ICICI Securities Limited.\n\nIn addition, CRMG evaluates\nthe results of various stress testing scenarios from the perspective of ensuring ICICI Securities Limited’s capital adequacy under\nunfavourable/unforeseen market circumstances and ensuring timely actions, wherever required. CRMG aims at anticipating risks including\nevent risks, proactively planning for managing such risks and being better equipped for handling/managing uncertainties.\n\nOperational\nRisk Management Group oversees the identification, assessment, measurement, monitoring, and mitigation of operational risk at the business\nlevel and has formulated an Operational Risk Management Policy to provide structured approach to manage operational risk.\n\nInformation Security\nRisk Management Group is responsible for managing cyber risk through the development and monitoring of information security policies,\ncontrols, cyber resilience frameworks and protection of the organisation’s cyberspace against cyber-attacks, threats and vulnerabilities.\n\n**Loan Portfolio**\n\nOur gross loan portfolio increased by 15.5% from\nRs. 14,389.3 billion at year-end fiscal 2025 to Rs. 16,620.5 billion at year-end fiscal 2026. At year-end fiscal 2026, 93.1% of our gross\nloans were rupee loans. See also “*Operating and Financial Review and Prospects—Financial Position—Assets—Advances*”.\n\n**Collateral—Completion, Perfection\nand Enforcement**\n\nOur loan portfolio largely consists of corporate\nfinance and working capital loans to corporate borrowers, loans to retail customers, including home loans, automobile loans, commercial\nbusiness loans, personal loans and credit card receivables and agricultural financing. Our unsecured loans primarily include personal\nloans, credit card receivables and loans to higher-rated corporate borrowers. For loans which are secured, we generally stipulate that\nthe loans should be collateralized at the time of loan origination. However, it should be noted that obstacles within the Indian legal\nsystem can create delays in enforcing collateral. See also *“Risk Factors—Risks Relating to Our Business—If the level\nof our non-*\n\n100\n\n[Table of Contents](#a_050)\n\n*performing assets increases and the overall quality of our loan\nportfolio deteriorates, our business will suffer”*. In India, there are no regulations stipulating loan-to-collateral limits,\nexcept in the case of home loans and loans against gold ornaments and jewellery.\n\n**Secured consumer loan portfolio**\n\nSecured consumer loans for the purchase of assets,\nsuch as mortgage loans and automobile loans are secured by the assets being financed (predominantly property and vehicles).\n\nDepending on the type of borrower and the asset\nbeing financed, the borrower may also be required to contribute towards the cost of the asset. Accordingly, the security value is generally\nhigher than the loan amount at the date of loan origination.\n\nFor other secured consumer loans, such as loans\nagainst property and property overdrafts, we generally require collateral of 125.0% of the loan amount at origination.\n\n**Commercial loans**\n\nThe Bank generally requires collateral at origination\nfor commercial loans. We may also extend unsecured facilities in certain circumstances. Such circumstances may include working capital\nlimits outside consortium, short term requirements of the borrower, regulatory norms/restrictions on taking security and facilities where\nadequate structural comforts are available to mitigate the envisaged credit risks and retail loans such as credit cards and personal loans.\nWe also provide unsecured loans to higher rated, well-established corporates. The collateral for project and other corporate loans are\nusually immovable assets which are typically mortgaged in the Bank’s favor, or movable assets, which are typically hypothecated\nor pledged in the Bank’s favor, except for projects such as road/airport and other concession-based projects. These security interests\nmust be perfected by the registration of these interests within time limits stipulated under the Companies Act with the Registrar of Companies\npursuant to the provisions of the Companies Act when borrowers are constituted as companies. Security interests upon immovable property\nare generally required to be registered with the relevant Sub-Registrar in terms of the Registration Act, 1908. This registration amounts\nto a constructive public notice of the security interests. We may also take security of a pledge of financial assets like marketable securities\nand obtain corporate guarantees and personal guarantees and sponsors wherever appropriate. In certain cases, the terms of financing include\ncovenants relating to sponsor shareholding in the borrower and restrictions on the sponsors’ ability to sell all or part of their\nshareholding. Covenants involving equity shares generally have a top-up mechanism based on price triggers. See also “*Risk Factors—Risks\nRelating to Our Business—The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers\ndefault on their obligations to us, which may result in failure to recover the expected value of collateral security exposing us to a potential\nloss*”.\n\nThe Bank generally requires collateral value at\n150.0% of the outstanding loan amounts for loans to real estate companies and lease rental discounting facilities. Our lease rental discounting\nfacility is a loan facility offered to borrowers where the loans are granted against confirmed future lease rental payments to be received\nby the borrowers. Further, the Bank also limits unsecured exposures, which restrict the exposure to unsecured\nfacilities.\n\nFor working capital facilities, the current assets\nof borrowers are generally taken as collateral. Each borrower is required to declare the value of current assets periodically. The borrower’s\ncredit limit is subject to an internally approved ceiling that applies to all borrowers.\n\n101\n\n[Table of Contents](#a_050)\n\nAdditionally, in some cases, we may take further\nsecurity on fixed assets, a pledge of financial assets like marketable securities, or obtain corporate guarantees and personal guarantees\nof sponsors wherever appropriate. We also accept post-dated checks or cash (by way of term deposits of the Bank duly lien-marked in our\nfavor) as additional comfort for the facilities provided to various entities. The Bank has an internal framework for updating the collateral\nvalues of commercial loans on a periodic basis. In the case of lending under consortium banking arrangement, a valuation report is obtained\nas per the timelines stipulated by the lead bank. The Bank is generally entitled, by the terms of security documents, to enforce its security\ninterest and appropriate the proceeds towards the borrower’s loan obligations without reference to the courts or tribunals unless\na client makes a reference to such courts or tribunals to challenge such enforcement. In addition, the Bank generally has a right of set-off\nfor amounts due to us from these facilities. As per the credit policy of the Bank, we comply with the extant regulatory guidelines with\nrespect to collateral valuation in the case of non-performing accounts.\n\nIn the case of consumer installment loans, we\nobtain direct debit mandates or post-dated checks towards repayment on pre-specified dates. Post-dated checks, if dishonored, may entitle\nus on occurrence of certain events to initiate quasi-criminal proceedings against the issuer of the checks. We are also adopting an online\ndispute-resolution mechanism (entailing mediation, conciliation or arbitration or combination thereof administered by an independent institution)\nfor speedy resolution of claims and disputes of certain retail assets and services as an alternative to approaching courts or tribunals.\nSuch online dispute-resolution mechanism and its continuing usage will be subject to changes in law or court decisions.\n\nWe recognize that our ability to realize the full\nvalue of the collateral is affected adversely by, among other things, delays in bankruptcy proceedings, delays in the legal system, objections\nraised by borrowers or other interested third persons, defects in the perfection of collateral (including due to inability to obtain approvals\nthat may be required from various persons, agencies or authorities) and fraudulent transfers by borrowers and other factors, including\ncurrent legislative provisions or changes thereto and past or future judicial pronouncements. The value and time to dispose of the collateral\ncould also be impacted by policy decisions. The Bank generally requires its working capital loan customers to submit data on their working\ncapital position on a regular basis, so that we can take any actions required before the loan becomes impaired. On a case-by-case basis,\nwe may also stop or limit the borrower from drawing further credit from its facility.\n\n**Loan Pricing**\n\nBased on the guidelines of the Reserve Bank of\nIndia, all rupee loans extended by banks and credit limits renewed with effect from April 1, 2016 are required to be priced with reference\nto the marginal cost of funds based lending rate. As required by the guidelines, we publish the ICICI Bank marginal cost of funds based\nlending rate for various tenors on a monthly basis.\n\nThe Reserve Bank of India’s Master Direction\n– Interest Rate on Advances mandates banks to link all new floating rate personal or retail loans (e.g., housing loans or auto loans)\nand floating rate loans to MSMEs extended by banks to specified external benchmarks. The interest rate of external benchmark linked floating\nrate loans shall be reset at least once in three months. For borrowers other than retail and MSMEs, the Bank has the option to offer floating\nrate loans linked to external benchmark or marginal cost of funds based lending rate. Currently, ICICI Bank links its external benchmark\nlinked floating rate loans to the Reserve Bank of India repo rate.\n\n102\n\n[Table of Contents](#a_050)\n\n**Subsidiaries, Associates and Joint Ventures**\n\nThe following table sets forth certain information\nrelating to our subsidiaries, joint ventures and consolidated entities (prior to inter-company elimination) at year-end fiscal 2026.\n\nName\nYear of formation\nActivity\nOwnership interest\nTotal income(1)\nNet worth(2)\nTotal assets(3)\n\n(in millions, except percentages)\n\nICICI Venture Funds Management Company Limited\nJanuary 1988\nPrivate Equity/venture capital fund management\n100.00%\nRs.2,742\nRs.2,392\nRs.2,876\n\nICICI Securities Primary Dealership Limited(4)\nFebruary 1993\nSecurities investment, trading and underwriting\n100.00%\n28,836\n21,524\n366,440\n\nICICI Prudential Asset Management Company Limited (4)\nJune 1993\nAsset management company for ICICI Prudential Mutual Fund\n53.00%\n60,009\n41,712\n50,504\n\nICICI Prudential Trust Limited\nJune 1993\nTrustee company for ICICI Prudential Mutual Fund\n50.80%\n26\n29\n33\n\nICICI Securities Limited(4)(7)\nMarch 1995\nSecurities brokerage & Merchant Banking\n100.00%\n58,908\n62,528\n353,302\n\nICICI International Limited\nJanuary 1996\nAsset management\n100.00%\n112\n252\n269\n\nICICI Trusteeship Services Limited\nApril 1999\nTrusteeship Services\n100.00%\n4\n13\n14\n\nICICI Home Finance Company Limited(4)\nMay 1999\nHousing Finance\n100.00%\n40,641\n60,166\n344,012\n\nICICI Investment Management Company Limited\nMarch 2000\nAsset management and investment advisory\n100.00%\n322\n441\n528\n\n103\n\n[Table of Contents](#a_050)\n\nName\nYear of formation\nActivity\nOwnership interest\nTotal income(1)\nNet worth(2)\nTotal assets(3)\n\n(in millions, except percentages)\n\nICICI Securities Holdings Inc.(4)(5)\nJune 2000\nHolding company\n100.00%\n4\n133\n135\n\nICICI Securities Inc.(4)(5)\nJune 2000\nSecurities brokerage\n100.00%\n326\n520\n616\n\nICICI Prudential Life Insurance Company Limited\nJuly 2000\nLife insurance\n50.89%\n654,865\n136,312(6)\n3,197,349\n\nICICI Lombard General Insurance Company Limited\nOctober 2000\nGeneral insurance\n51.26%\n370,709\n160,723(6)\n761,109\n\nICICI Bank UK PLC\nFebruary 2003\nBanking\n100.00%\n13,280\n33,930\n276,102\n\nICICI Bank Canada\nSeptember 2003\nBanking\n100.00%\n14,860\n33,318\n333,931\n\nICICI Pension Fund Management Limited(7)\nApril 2009\nPension fund management and Points of Presence\n100.00%\n440\n731\n845\n\nI-Process Services (India) Limited\nApril 2005\nManpower support services\n100.00%\n9,063\n996\n2,147\n\n(1)Total income represents gross income from operations and other income of the entity.\n\n(2)Net worth represents share capital/unit capital (in case of venture capital funds), share application money and reserves and surplus\nof the entity.\n\n(3)Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances) of the entity.\n\n(4)Number as per respective entity Ind AS financial statements pursuant to migration to Ind AS by these entities.\n\n(5)ICICI Securities Holdings Inc. and ICICI Securities Inc. are a wholly-owned subsidiary of ICICI Securities Limited.\n\n(6)Includes share capital, share application money-pending allotment, securities premium and fair value reserve.\n\n(7)On January 12, 2026, the Bank acquired 100.0% shareholding in ICICI Pension Fund Management Limited from ICICI Prudential Life Insurance\nCompany Limited and consequently ICICI Pension Fund Management Limited has become a wholly-owned subsidiary of the Bank.\n\n*On March 25, 2026, ICICI Strategic Investments Fund has redeemed all its unit capital and accordingly ICICI Strategic Investments\nFund ceased to be a consolidating entity as per Accounting Standard 21.\n\n104\n\n[Table of Contents](#a_050)\n\nAt year-end fiscal 2026, all of our subsidiaries\nand joint ventures were incorporated in India, except the following five companies:\n\nICICI Securities Holdings Inc., incorporated in the United\nStates;\n\nICICI Securities Inc., incorporated in the United States;\n\nICICI Bank UK PLC, incorporated in the United Kingdom;\n\nICICI Bank Canada, incorporated in Canada; and\n\nICICI International Limited, incorporated in Mauritius.\n\nICICI Securities Holdings Inc. is a wholly-owned subsidiary of ICICI Securities Limited and ICICI Securities Inc. is a wholly-owned subsidiary\nof ICICI Securities Holdings Inc.\n\nICICI Securities Holdings Inc. and ICICI Securities Inc. are consolidated in ICICI Securities Limited’s financial statements.\n\nThe following table sets forth certain information\non our affiliates at year-end fiscal 2026.\n\nName(1)\nYear of formation\nActivity\nOwnership interest\nTotal income(2)\nNet worth(3)\nTotal assets(4)\n\n(in millions, except percentages)\n\nIndia Infradebt Limited5\nOctober 2012\nInfrastructure re-finance\n42.33%\n28,214\n41,787\n328,654\n\nArteria Technologies Private Limited\nFebruary 2007\nSoftware company\n19.02%\nRs.640\nRs.1,134\nRs.1,385\n\n(1)These entities have been accounted for as per the equity method\nas prescribed by AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.\n\n(2)Total income represents gross income from operations and other income of the entity.\n\n(3)Net worth represents share capital/unit capital (in case of venture capital funds) and reserves and surplus of the entity.\n\n(4)Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances) of the entity.\n\n(5)Number as per respective entity Ind AS financial statements.\n\n(6)On April 17, 2025, FISERV Merchant Solutions Private Limited\nceased to be an associate of the Bank.\n\n(7)On June 11, 2025, NIIT Institute of Finance, Banking and Insurance\nTraining Limited ceased to be an associate of the Bank.\n\n(8)On July 03, 2025, India Advantage Fund - III and India Advantage\nFund - IV ceased to be associates of the Bank.\n\n**Technology**\n\n**Technology organization**\n\nDedicated technology teams are responsible for\nthe implementation and support of technology platforms and solutions used across various business functions. There are specific technology\nverticals which are focused on specialized technology functions such as core, data, workflows, intelligence, customer engagement, employee\nengagement and federation. The technology infrastructure team is responsible for facilitating the technology infrastructure across data\ncenters, networks and cloud infrastructure. The Technology Management Group is a team which is responsible for the technology strategy\nof the Bank including implementation of enterprise architecture. Our startup engagement and investment team seeks to leverage innovation\nin the startup and technology ecosystem.\n\n105\n\n[Table of Contents](#a_050)\n\nIn fiscal 2026, we continued to invest in key\ntechnology solutions that enhance our business and operational capabilities. Our technology priorities are driven by our objective of\nimproving customer digital experiences across multiple touchpoints, including by revamping our internet-facing and mobile interfaces.\nWe are focused on platform integration to enable seamless onboarding and faster processing, along with the in-housing of applications\nto strengthen monitoring and security controls. We are consistently upgrading and strengthening our technology infrastructure with a goal\nto maintain a secure, stable and resilient infrastructure and improve operational efficiency. Business process optimization is occurring\nthrough adoption of intelligent automation platforms including robotic processes and Optical Character Recognition capabilities, which\nhas enabled efficiency across business and operational functions. These have brought about faster turnaround time as well as enabling\nincreased capacity for handling transaction volumes and customer requirements. As part of our technology strategy, we focus on creating\nan enterprise architecture framework across digital platforms, data and analytics, micro services-based architecture, cloud computing,\nAI and other emerging technologies. This is based on the founding pillars of scalability, resilience and security, and creating delightful\nand digitally native customer experiences to enable sustainable profitable growth. The key priorities that dominate our technology requirements\ninclude our technology platforms, embedded banking, cloud adoption and data platforms and analytics.\n\nWe have a dedicated Data Science and Analytics\nGroup that works across business areas on projects relating to business analytics, decision strategies, forecasting models, machine learning,\nrule engines and performance monitoring. We maintain a comprehensive enterprise-wide data warehouse and employ statistical and modelling\ntools for leading-edge analytics.\n\nIn driving an innovation and start-up mindset,\nwe have set up an Innovation Centre to collaborate with and invest in fintech startups and co-develop products aligned with the Bank’s\ndigital roadmap. The engagements with the startups are focused on payments, digital lending, customer experience, risk management and\nplatforms.\n\n**Digital platforms and journeys for retail\ncustomers**\n\nOur retail internet banking platform and our mobile\nbanking application, iMobile, are designed to meet the overall needs of our customers. We are redesigning our digital interfaces across\ninternet banking platforms, website and mobile applications to deliver simple, intuitive and visually consistent journeys.\n\nThe revamped iMobile and retail internet\nbanking platforms, focus on simplifying digital journeys across key banking services such as accounts, deposits, loans, cards and payments. In\naddition, our public websites across geographies have been redesigned to deliver a consistent user experience aligned with the ‘One\nBank, One Experience’ approach. The introduction of the ‘bank.in’ domain\n(on the Bank’s India website) strengthens digital security by providing a verified banking identity. We have introduced a\n‘mandate management’ feature on our mobile application. This functionality allows customers to manage payment mandates across\nUnified Payments Interface (“UPI”), cards, and bank accounts through a single dashboard, with seamless options to create,\npause, modify, and delete mandates. Security feature of the iMobile app, such as SmartLock allows its customers to temporarily block/unblock\nvarious banking channels such as UPI, internet banking, iMobile app and debit/credit cards, all with a single click enhancing security.\nICICI Bank’s mobile app strategy aims to deliver a convenient, secure and personalized banking experience.\n\niLens, ICICI Bank’s lending solution, is an integrated loan processing\nplatform for retail loans. It is an end-to-end digital lending platform covering the entire loan life cycle, starting from onboarding\nto disbursement with the objective of providing seamless transaction experience and enhanced operational\n\n106\n\n[Table of Contents](#a_050)\n\nefficiency. During fiscal 2026, auto loans and farm equipment financing\nwere also added on the iLens platform in addition to mortgage loans, personal loans, education loans and credit cards. By consolidating\nmultiple retail lending products onto a single platform, iLens enables the Bank to deliver a simplified, consistent and scalable lending\nexperience across the Customer 360-degree ecosystem.\n\n**Digital payments and partnerships**\n\nWe have continued to strengthen our efforts in\ncreating a seamless digital journey with user-friendly experiences. Partnerships with technology companies and platforms with large customer\nbases and operational excellence offer unique opportunities for growth and enhancing service delivery and customer experience.\n\nFASTag is an electronic toll collection system\nin India operated by the National Highways Authority of India through prepaid radio frequency identification tags. We are one of the leading\nbanks in electronic toll collection on highways through FASTag. We have not only pioneered the usage of FASTag for toll payments at various\nnational and state highways but also expanded the usage of FASTag for parking payments at airports, malls, and tech parks across the country.\n\nWe have partnerships with various leading companies\nto offer co-branded credit cards. The traction in credit card is being driven by effective portfolio management, facilitated by digital\ncustomer onboarding processes.\n\n**Digital platforms and solutions for rural\ncustomers**\n\nWe use imagery from observation satellites to\nmeasure an array of parameters related to the land, irrigation and crop patterns which is used in combination with demographic and financial\nparameters to make expeditious lending decisions for farmers. This has helped in reducing the time for credit assessment.\n\n**Technology in debt service management**\n\nOur debt servicing practice has been built\non the core of leveraging technology and advanced data analytics that enables us to reach customer using non-intrusive channels at\nan optimal cost. We cover over 35% of our early defaults through risk-based models using contactless channels i.e. interactive voice\nbot, smart interactive voice response (IVR) calls, WhatsApp and short messaging service (SMS) campaigns in more than 14 languages.\nWe have been using various digital payment solution that help collect over 85% of payments digitally. For our rural portfolio, we\nuse satellite-based images and data algorithms to monitor crop health progress and accordingly align our efforts and resources,\nwhich help enhance our collection efficiencies.\n\n**Digital platforms and journeys for business banking customers,\nmerchant ecosystem and ecommerce ecosystem**\n\nOur digital platform, InstaBIZ, is a one-stop\nsolution for all business banking needs. The application enables customers to access banking and related services through a single interface,\nincluding payments, collections, trade transactions, current account services, merchant collections, business lending solutions and trade\nfinance services. The application supports digital banking services for MSMEs, entrepreneurs and other business customers, and includes\nfunctionalities designed to support business banking and transaction management requirements. The SmartLock feature allows the customers\nto temporarily block/unblock various banking channels such as UPI, internet banking, iMobile app and debit/credit cards, all with a single\nclick enhancing security.\n\n107\n\n[Table of Contents](#a_050)\n\nDigiEase is a digital onboarding platform for\nbusiness banking customers to provide a seamless onboarding experience. The platform leverages integration with various public data infrastructure\nunder single workflow for seamless retrieval and validation of data digitally, ensuring data reliability and operational efficiency with\nreduced turnaround time. The platform aims to provide complete visibility across every stage of the customer journey, beginning with onboarding,\ncontinuing through sanctioning and disbursement and extending into portfolio monitoring. During fiscal 2026, the Bank introduced enhancements\nto strengthen the platform’s usability and operational oversight, including the launch of the DigiEase mobile flow to improve accessibility\nfor sourcing channels, guidance notes across tabs to support smoother case initiation and a supervisory dashboard for efficient proposal\ntracking.\n\nTrade Online platform is a comprehensive digital\nplatform that enables customers to undertake most of their trade finance and foreign exchange transactions online and manage regulatory\ncompliance digitally. The platform facilitates wide range of services such as regularization of bill of entry and export bills, accessing\nletters of credit and bank guarantees including fixed deposits backed, export credit facility, and facilitating import and export bill\ncollections digitally. We have enhanced its Trade API suite with additional security features to support our growing trade ecosystem.\nBy integrating directly with clients’ enterprise resource planning (“ERP”) systems, the Trade API suite enables automated\ntransaction initiation and reconciliation, elimination of manual intervention, and significant reduction in processing time, thereby offering\nclients a faster, secure, and seamless experience.\n\nOur strategy in the merchant ecosystem space focuses\non onboarding merchants with known and assessable credit worthiness through our comprehensive acquiring platforms including Point of Sale\n(“POS”), UPI, payment gateway and payout solutions. To support this strategy, the Bank has made strategic investments in building\nin-house merchant acquiring platform. This platform empowers retailers, online businesses and large e-commerce firms with omni-channel\ncollection and payment capabilities, seamlessly integrated with the Bank. The platform also enables the Bank to integrate the latest available\npayment devices, ensuring merchants have access to technology for enhanced transaction experiences. We are continuously enhancing our\nmerchant product suite in a fast-evolving competitive landscape to meet the dynamic needs of our customers. Additionally, merchants benefit\nfrom connected banking services, which enable instant reconciliation by seamlessly integrated banking with their accounting systems.\n\nThe e-commerce ecosystem lends opportunities for\nus to offer digital solutions to customers and merchants selling their goods through e-commerce websites. Our ‘Cardless Equated\nMonthly Instalment’ facility enables our pre-approved customers to convert their transactions into equated monthly installments\nat the check-out section of the e-commerce website or mobile application. Some key solutions offered to e-commerce entities and their\nsellers include an overdraft facility, composite pay APIs enabling payments through various channels, foreign currency fixed deposit,\nworking capital and easy payment solutions. For customers utilizing e-commerce platforms, we offer solutions such as digital wallets,\nprepaid cards and co-branded credit cards.\n\n**Digital platforms and solutions for corporate\nand institutional customers and their ecosystems**\n\nWe offer comprehensive solutions to corporates\nin over 20 key industries and their ecosystems, like channel partners, dealers, vendors, employees and other stakeholders, thus bringing\nthe full range of banking services to the customer. Platforms offered to corporate customers include corporate internet banking, escrow\nmanagement, Trade Online and FX Online, and other platforms. To digitize trade transactions, the Bank has strengthened its trade API suite\nwhich leverages advanced multithreading technology and offers customers a faster, secure and seamless experience. Our focus is to develop\n\n108\n\n[Table of Contents](#a_050)\n\nsimplified digital solutions across the value chain that enhance customer\njourney, ensure regulatory compliance, improve operational efficiency and transparency, and reduce overall time taken.\n\nThe Digi-Escrow platform modernizes traditional\nescrow services by offering a seamless digital experience. The Bank is also enhancing journeys on cash management and trade digital platforms.\n\nThe Bank is offering solutions\nto meet the growing requirements of corporates for scalable and efficient supply chain finance solutions through its comprehensive suite\nof digital platforms. Our platforms such as OneSCF, FSCM, CorpConnect and DigitalLite deliver comprehensive digital solutions for onboarding\nsupply chain partners, enable dealer/vendor financing in seamless manner, providing end-to-end visibility from payments to collections,\nautomated data reconciliation and real-time dashboards in a secure and paperless transaction environment. These solutions also streamline\ncredit assessments using smart engines that incorporate GST data, bureau checks and AI-driven algorithms.\n\nOur treasury-trading infrastructure has an internet\nprotocol telephony-based architecture. We have enhanced our existing process of automation in the treasury business, thus reducing trading\nrisks and enhancing market competitiveness. The iTreasury feature on our corporate internet banking platforms offers a unified, intuitive,\none-view dashboard to corporates to meet their treasury requirements.\n\n**Technology in customer relationship management**\n\niCRM is a comprehensive cross-functional unified\ncustomer relationship management platform across internal stakeholders such as business centers, product teams and service centers. The\nplatform connects ICICI Bank employees to data and key customer information across the Bank. Designed for both web and mobile platforms,\nit presents a holistic view of customer engagement history in a consolidated manner, enabling teams to better understand customer needs\nand preferences and offer suitable banking solutions.\n\n**Data Center and Disaster Recovery System**\n\nWe have two captive data centers designed to optimize\nenergy efficiency and support high server densities. In addition, we maintain a nearby co-located facility in the same area, which acts\nas a near-site recovery point for critical systems. We also have a separate disaster recovery data center. Furthermore, we are enhancing\nour overall capacity through new data centers, hosted at co-location facilities.\n\nAdditionally, our IT infrastructure is hosted\non public cloud platforms and supports critical aspects of our business, including data storage, computing capacity, and software delivery.\nThese systems are monitored around the clock to detect anomalies and ensure prompt incident response. Disaster recovery drills, including\nfailover and failback exercises, are conducted at regular intervals to ascertain the readiness of our systems and validate recovery time\nand point objectives. We have developed business continuity plans that support the continued operation of critical business functions\nduring a disaster. These plans are aligned with the guidelines issued by the Reserve Bank of India and have been approved by our Board.\nThese plans are tested periodically to ensure effectiveness.\n\n**Artificial Intelligence**\n\nWe expanded the use of AI and generative AI to\nenhance customer communication, improve efficiency and support decision-making across business and operational functions. We continue\nto invest in AI use cases across areas such as portfolio monitoring, customer onboarding, fraud detection, document extraction and summarization,\ncontent generation and customer servicing, among others. These capabilities empower us to gain data insights, improve productivity, achieve\nfaster turnaround time and deliver seamless banking experiences. The Bank has established a structured and disciplined approach to\n\n109\n\n[Table of Contents](#a_050)\n\nscale AI, with a focus on long-term value creation, risk management\nand enterprise-wide adoption. The Bank has invested in an enterprise AI platform, which serves as a secure environment for the development,\nhosting and deployment of AI and generative AI use cases. This architecture enables effective oversight over data, models and technology\ninfrastructure, while facilitating controlled experimentation and scalable deployment of approved use cases.\n\nOur approach places emphasis on information security,\ndata privacy and responsible AI governance. We have implemented a comprehensive framework of guardrails, including defining ringfenced\nareas for AI usage, human-in-the-loop oversight, stringent data access controls and effective model governance protocols.\n\n**Competition**\n\nWe face competition in all our principal areas\nof business from Indian and foreign commercial banks, housing finance companies, non-banking financial companies, new differentiated banks\nin the private sector such as payments banks and small finance banks, non-bank entities offering retail payments and other services, mutual\nfunds and investment banks. We seek to gain competitive advantage over our competitors by offering products and services that are in the\ninterest of our customers, using technology, building customer relationships, enhancing distribution in a seamless manner and developing\nan aligned team of highly motivated and skilled employees. We evaluate our competitive position separately in respect of our products\nand services for retail and corporate customers.\n\nCommercial banks in India meet the short-term\nfinancial needs, or working capital requirements, of industry, trade and agriculture, provide long-term financing to sectors like infrastructure\nand provide retail loan products.\n\n**Commercial Banking Products and Services\nfor Retail Customers**\n\nIn the retail markets, competition has traditionally\nbeen from foreign and Indian commercial banks, non-banking financial companies and housing finance companies. In recent years, competition\nis also emerging from new types of banks that have entered the financial market such as small finance banks and payments banks and non-bank\nentities offering payments and other services.\n\nNon-financial companies, particularly international\ntechnology companies including large e-commerce players, fintech and internet-based service providers, are increasing their presence in\nthe financial sector and are offering payment platforms and select services. We are currently partnering with some of these entities to\njointly offer payment and credit products and services. Some or all of these entities, which have substantially more resources than us\nand other Indian banks, may eventually seek a larger share of the banking and financial services market in India. ICICI Bank is also undertaking\nvarious initiatives in developing an enhanced technology architecture such as a focus on platforms and digitization, continuous investments\nin innovations and security features to be able to respond to the needs of customers with agility.\n\nWe seek to compete in the retail market through\na comprehensive product portfolio and effective distribution channels, which include digital channels, branches and partnerships. We seek\nto build a localized understanding of market requirements through micro-market and ecosystem insights to develop an efficient distribution\nand resource allocation strategy. We offer a comprehensive suite of products and services to customers. These include savings, investment,\ncredit and protection products based on customer needs, along with convenient payment and transaction banking services.\n\n110\n\n[Table of Contents](#a_050)\n\n**Commercial Banking Products and Services\nfor Agricultural and Rural Customers**\n\nIn our commercial banking operations for agricultural\nand rural customers, we face competition from public sector banks that have large branch networks in rural India. Other private sector\nbanks and non-banking finance companies have also increased their focus on rural markets. We also face competition from specialized players\nsuch as rural-focused financial institutions, regional rural banks and micro-finance companies. The Reserve Bank of India has issued licenses\nto specialized small finance banks, which have higher directed lending targets compared to banks and will compete in the rural and unorganized\nsectors. We seek to compete in this business based on our product strategy, capturing ecosystems, technological capabilities and having\nmultiple channels and an approach to holistically meet the financial needs of customers in this segment.\n\n**Commercial Banking Products and Services\nfor Corporate Customers**\n\nWe seek to compete in this segment based on our\nservice and prompt turnaround time as well as the improvement in our funding base and optimization in our funding cost in recent years\nwhich enables us to participate profitably in higher rated corporate credit. We seek to compete with the large branch networks of the\npublic sector banks through our multi-channel distribution, ecosystem branches and technology-driven delivery capabilities.\n\nWe compete with foreign banks in cross-border\ntrade finance based on our wider geographical reach in India relative to foreign banks and our technology-based customized trade financing\nsolutions enabling most transactions to be undertaken digitally. We leverage our balance sheet size, wider branch network, technological\ncapabilities and our international presence to compete in treasury-related products and services.\n\nOther private sector banks also compete in the\ncorporate banking market on the basis of efficiency, service delivery and technology. However, we believe that our size, capital base,\nestablished corporate relationships, wider geographical reach and ability to use technology to provide innovative, value-added products\nand services provide us with a competitive edge.\n\n**Commercial Banking Products and Services\nfor International Customers**\n\nIn our international operations, we face competition\nfrom Indian public sector banks with overseas operations, foreign banks with products and services targeted at non-resident Indians and\nIndian businesses and other service providers such as remittance services. Foreign banks have become more competitive in providing financing\nto Indian businesses leveraging their strength of access to lower cost foreign currency funds. We seek to position ourselves as an Indian\nbank offering products and services focused on non-resident Indians, capturing the ecosystem of multi-national corporates and India-linked\ntrade and funds corridors with an extensive distribution network in India, to gain competitive advantage. We seek to leverage our technology\ncapabilities developed in our domestic businesses to offer convenience and efficient services to our international customers. We also\nseek to leverage our established relationships with Indian corporations in our international business.\n\n**Insurance and Asset Management**\n\nOur insurance and asset management businesses\nface competition from existing dominant public sector players as well as dominant private sector players. We believe that our subsidiaries,\nICICI Prudential Life Insurance Company Limited and ICICI Prudential Asset Management Company Limited and ICICI Lombard General Insurance\nCompany Limited, have built product, distribution and risk management capabilities, achieving competitive market positions in their respective\nbusinesses. We\n\n111\n\n[Table of Contents](#a_050)\n\nbelieve that the ability to leverage ICICI Bank’s retail franchise\nand distribution network is a key competitive advantage for our insurance and asset management subsidiaries.\n\n**Employees**\n\nAt year-end fiscal 2026, we had 174,666 employees,\nincluding employees on fixed-term contracts and interns. Of these, ICICI Bank employed 124,324 employees at year-end fiscal 2026. Of our\n174,666 employees at year-end fiscal 2026, 118,362 were professionally qualified – graduate/postgraduate, holding degrees in management,\naccountancy, engineering, law, computer science, economics or banking.\n\nWe dedicate a significant amount of senior management\ntime to ensuring that employees remain highly motivated and are aligned to the organization’s core employee proposition. Employee\ncompensation is linked to performance of the Bank and we encourage the involvement of our employees in the overall performance and profitability\nof the Bank. Performance and succession planning systems have been instrumental in assisting management in career development. Management\nbelieves that it has good working relationships with its employees.\n\nICICI Bank pays performance-linked retention pay\nto its front-line employees and junior management and performance bonus to its middle and senior management. Performance-linked retention\npay aims to reward front-line and junior managers mainly on the basis of skill maturity attained through experience and continuity in\nrole which is a key differentiator for customer services. The Bank uses a higher proportion of variable pay at senior levels and lower\nvariable pay at front-line staff and junior management levels. The quantum of bonus for an employee does not exceed a certain percentage\nof 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\npaid over a period. Senior managers and employees in senior management are also given employee stock options as variable pay. The deferred\nportion of variable pay pertaining to the assessment year or previous year/s (as defined in the policy) is subject to malus, under which\nthe Bank prevents vesting of all or part or none of the unvested variable pay in the event of the assessed divergence in the Bank’s\nprovisioning for non-performing assets or in the event of a reasonable evidence of deterioration in financial performance or in the event\nof gross misconduct or in the event of a financial restatement and/or other acts as mentioned in the compensation policy. In such cases\n(other than assessed divergence), variable pay already paid out may also be subjected to clawback arrangements, as defined in the compensation\npolicy. See also “*Management—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme*”.\n\nICICI Bank has training centers, where various\ntraining programs designed to meet the changing skill requirements of its employees are conducted. These training programs include orientation\nsessions for new employees and management development programs for mid-level and senior executives. The training centers regularly offer\ncourses conducted by faculty, both national and international, drawn from industry, academia and ICICI Bank’s own organization.\nTraining programs are also conducted for developing functional as well as managerial skills. Products and operations training are also\nconducted through web-based training modules. ICICI Bank has focused on providing blended learning solutions to its employees. Digital\nand behavioral learning interventions have been introduced along with functional trainings for various business groups in retail, wholesale,\ntransaction banking and others. These programs are customized and presented after detailed need analysis based on role, vintage and functions.\nThe Bank has worked for creating a structure where every role under each business unit has suitable learning programs.\n\nIn addition to basic compensation, employees of\nICICI Bank are eligible to receive loans from ICICI Bank at subsidized rates and to participate in its provident fund and other employee\nbenefit plans. See\n\n112\n\n[Table of Contents](#a_050)\n\nalso “*Management—Compensation and Benefits to Directors\nand Officers—Employee Stock Option Scheme*”.\n\n**Properties**\n\nOur existing registered office is located at ICICI\nBank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, India. Our corporate headquarters are located at ICICI Bank\nTowers, Bandra-Kurla Complex, Mumbai 400051, Maharashtra, India.\n\nICICI Bank had a domestic branch network consisting\nof 7,511 branches, 12,087 ATMs and cash recycler machines at March 31, 2026 as compared to 6,983 branches, 16,285 ATMs and cash recycler\nmachines at March 31, 2025. In addition to branches, extension counters and ATMs, ICICI Bank has 63 administrative offices, including\nour registered office at Vadodara and our corporate headquarters at Mumbai, 67 processing centers and 45 currency chests.\n\nWe also provide residential facilities to employees\nin India. At March 31, 2026, we owned 451 apartments for providing residential facilities to our employees.\n\n**Legal and Regulatory Proceedings**\n\nWe are involved in various litigations and are\nsubject to a wide variety of banking and financial services laws and regulations in each of the jurisdictions in which we operate. We\nare also subject to a large number of regulatory and enforcement authorities in each of these jurisdictions. We are involved in a number\nof legal proceedings and regulatory relationships in the ordinary course of our business, some of which have resulted in penalties imposed\non and paid by us in the past.\n\nPenalties imposed by the Reserve Bank of India\nfrom April 1, 2025 to March 31, 2026.\n\n·Reserve Bank of India has, by an order dated April 29, 2025, imposed a monetary penalty of Rs. 10 million\n(Rupees Ten million only) on ICICI Bank Ltd. (the bank) for non-compliance with certain directions issued by Reserve Bank of India on\n‘Cybersecurity Framework in Banks’, ‘KYC’, and ‘Credit Card and Debit Card – Issuance and Conduct’.\nThis penalty has been imposed in exercise of powers conferred on Reserve Bank of India under the provisions of Section 47A(1)(c) read\nwith Section 46(4)(i) of the Banking Regulation Act, 1949. The Bank paid the penalty on May 9, 2025.\n\n·Reserve Bank of India has by an order dated August 7, 2025, imposed a monetary penalty of Rs. 8 million\n(Rupees Eight million only) on ICICI Bank Ltd. (the Bank) for non-compliance with certain directions issued by Reserve Bank of India on\n‘Valuation of Properties - Empanelment of Valuers’ and ‘Opening of Current Accounts by Banks – Need for discipline’.\nThis penalty has been imposed in exercise of powers conferred on Reserve Bank of India under the provisions of Section 47A(1)(c) read\nwith Section 46(4)(i) of the Banking Regulation Act, 1949. The Bank paid the penalty on August 20, 2025.\n\nThe Bank also adheres to the AML requirements\nas specified by the regulators of respective geographies. The Bank’s AML framework is subject to audit by the Internal Audit Department\nand their observations are reported to the Audit Committee at regular intervals.\n\nThe Bank and its Ex-Managing Director & CEO received a show cause notice in fiscal 2018, requiring responses\non matters relating to alleged non-compliance with certain provisions of the erstwhile Listing Agreement and the SEBI (Listing Obligations\nand Disclosure Requirements) Regulations, 2015. Subsequently, SEBI issued a modified show cause notice to the Bank in fiscal 2021, response\nto which was duly submitted. During fiscal 2025, SEBI issued a show cause notice to the Bank revising the earlier show cause notice with\nrespect to the provisions of penalty applicable and decoupled the Bank’s matter from that of the Ex-Managing Director & CEO.\nThe Bank has submitted its response to SEBI and appeared for personal hearing. The matter is currently pending.\n\n113\n\n[Table of Contents](#a_050)\n\n*Contingent tax liability*\n\nFor several years, the tax authorities in the\nGovernment of India have demanded the Bank make payments of income tax, interest tax, service tax, goods and services tax and sales tax/value\nadded tax. At year-end fiscal 2026, we had appealed or were in the process of filing an appeal against each of these tax demands. Based\non consultation with counsel, decisions in other similarly situated cases and ICICI Group’s internal assessment, our management\nbelieved that the tax authorities were not likely to be able to substantiate their tax assessments and, accordingly, we had not provided\nfor these tax demands at year-end fiscal 2026. These tax demands were treated as tax contingencies. At year-end fiscal 2026, our contingent\ntax liability was assessed at an aggregate of Rs. 148.5 billion. For a discussion of the details the tax demands and the relevant accounting\ntreatments, please refer to Note [14] to our consolidated financial statements, which is included in this annual report.\n\n*Litigation*\n\nA number of litigations and claims against ICICI\nBank and its directors are pending in various forums. The claims on ICICI Bank mainly arise in connection with civil cases involving allegations\nof service deficiencies, property or labor disputes, fraudulent transactions, economic offences and other cases filed in the normal course\nof business. We are also subject to counterclaims arising in connection with our enforcement of contracts and loans. A provision is created\nwhere an unfavorable outcome is deemed probable and in respect of which a reliable estimate can be made. In view of the inherent unpredictability\nof litigation and for cases where the claim amount sought is substantial, the actual cost of resolving litigations may be substantially\ndifferent from the provision held.\n\nWe held a total provision of Rs. 1,079 million\nat year-end fiscal 2026 for 633 cases with claims totaling to Rs. 2.0 billion, where an unfavorable outcome was deemed probable and in\nrespect of which a reliable estimate could be made.\n\nFor cases where an unfavorable outcome is deemed\nto be reasonably possible but not probable, the amount of claims is included in contingent liabilities. At year-end fiscal 2026, such\nclaims amounted to a total of Rs. 3.1 billion relating to 98 cases. It was not possible to estimate the possible loss or range of possible\nlosses for these cases due to the nature of the cases and other external factors. For cases where the possibility of an unfavorable outcome\nis deemed remote, we have not made a provision, nor have we included the amount of the claims in these cases in contingent liabilities.\n\n114\n\n[Table of Contents](#a_050)\n\nIn some instances, civil litigants have named\nour directors as co-defendants in legal proceedings against ICICI Bank. There were 40 such cases at year-end fiscal 2026. Management believes,\nbased on consultation with counsel, that the claims and counterclaims filed against us in the above legal proceedings that are assessed\nas remote are frivolous and untenable and their ultimate resolution will not have a material adverse effect on our results of operations,\nfinancial condition or liquidity. Based on a review of other litigations by Legal Group, management believes that the outcome of such\nother matters will also not have a material adverse effect on our financial position, results of operations or cash flows.\n\nAt year-end fiscal 2026, there were 161 ongoing\nlitigations (including those where the likelihood of our incurring liability is assessed as “probable”, “possible”\nand “remote”), each involving a claim of Rs. 10 million or more against us, with an aggregate amount of Rs. 779.8 billion\n(to the extent quantifiable and including amounts claimed jointly and severally from us and other parties).\n\nWe cannot predict the timing or form of any future\nregulatory or law enforcement initiatives, which we note are increasingly common for international banks, but we would expect to co-operate\nwith any such regulatory investigation or proceeding.\n\n**American Depositary Receipt Fees and Payments**\n\n**Fees and Charges Payable by Holders of our\nADSs**\n\nThe fees and charges payable by holders of our\nADSs include the following:\n\n·a fee not in excess of US$ 5.00 per 100 ADSs (or portion thereof) is charged for the issuance of ADSs including issuances resulting\nfrom distributions of shares, share dividends, share splits, bonuses and rights distributions;\n\n·a fee not in excess of US$ 5.00 per 100 ADSs (or portion thereof) is charged for the surrender of ADSs in exchange for the underlying\ndeposited securities;\n\n·a fee not in excess of US$ 5.00 per 100 ADSs (or portion thereof) is charged for distribution of cash dividends, cash entitlements\nand/or cash proceeds, including proceeds from the sale of rights, securities and other entitlements; and\n\n·a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee\nfor the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such\nsecurities, but which securities were instead distributed by the depositary, Deutsche Bank Trust Company Americas, to ADR holders.\n\nAdditionally, under the terms of our deposit agreement,\nthe depositary is entitled to charge each registered holder the following:\n\n·taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS including\nany applicable penalties thereon;\n\n115\n\n[Table of Contents](#a_050)\n\n·transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with\nthe deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);\n\n·any cable, telex, facsimile transmission and delivery expenses incurred by the depositary; and\n\n·customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred\non behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory\nrequirements, together with all expenses, transfer and registration fees, taxes, duties, governmental or other charges payable by the\ndepositary.\n\nIn the case of cash distributions, fees are generally\ndeducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depositary with\nrespect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs held in brokerage and custodian\naccounts (via DTC). In the case of distributions other than cash (i.e., stock dividends, etc.), the depositary charges the applicable\nADS record date holder concurrently with the distribution. In the case of ADSs registered in the name of the investor (whether certificated\nor in book-entry form), the depositary sends invoices to the applicable record date ADS holders.\n\nIf any tax or other governmental charge is payable\nby the holders and/or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Bank may withhold or deduct from\nany distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or all\nof the deposited securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and\npenalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.\n\n**Fees and Other Payments Made by the Depositary**\n\nUnder the amendment to an agreement previously\nentered into with the depositary, Deutsche Bank Trust Company Americas, the depositary pays certain amounts to us and waives fees and\nexpenses for services provided in exchange for the Deutsche Bank Trust Company Americas acting as the depositary for the ADR program.\nWe may use these payments to cover annual expenses incurred by the Bank towards investor relations or other expenses related to the ongoing\nmaintenance of the ADR program. The amount of payment to us is tied to the amount of fees the depository collects from ADR holders, with\ncertain exceptions. The ADR program fee (net of withholding tax and other outstanding invoice) received in fiscal 2026 is US$ 4.2 million.\n\n116\n\n[Table of Contents](#a_050)\n\n**Selected\nStatistical Information**\n\nThe following information\nshould be read together with our financial statements included in this report as well as “Management Discussion and Analysis of\nFinancial Condition and Results of Operations”.\n\n**Average Balance Sheet**\n\nThe average balances are\nthe sum of daily average balances outstanding. The yield on average interest-earning assets is the ratio of interest earned to average\ninterest-earning assets. The cost of average interest-bearing liabilities is the ratio of interest expended to average interest-bearing\nliabilities. The average balances of advances include non-performing advances and are net of allowance for loan losses. We have re-calculated\ntax-exempt income on a tax-equivalent basis. Other interest income, which includes interest on tax refunds and income from swaps has been\nbifurcated into rupee and foreign currency amounts in order to facilitate the explanation of movements of rupee and foreign currency spreads\nand margins. These swaps are not part of our trading portfolio and are undertaken by us to manage the market risk arising from our assets\nand liabilities.\n\nThe following table sets\nforth, for the periods indicated, the average balances of the assets and liabilities, which contribute to the major components of interest\nearned, interest expended and net interest income.\n\nYear\nended March 31,\n\n2024\n2025\n2026\n\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/ cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/\ncost\n\n(in millions, except percentages)\n\nAssets:\n\nAdvances:\n\nRupee\nRs.11,017,318\nRs.1,108,708\n10.06%\nRs.12,747,775\nRs.1,272,610\n9.98%\nRs.14,127,734\nRs.1,331,960\n9.43%\n\nForeign currency\n976,161\n57,190\n5.86\n1,011,729\n59,827\n5.91\n946,237\n46,083\n4.87\n\nTotal advances\n11,993,479\n1,165,898\n9.72\n13,759,504\n1,332,437\n9.68\n15,073,971\n1,378,043\n9.14\n\nInvestments:\n\nInvestments in Government securities:\n\nRupee\n4,471,598\n316,780\n7.08\n5,170,395\n372,849\n7.21\n5,303,926\n374,088\n7.05\n\nForeign currency\n45,013\n1,391\n3.09\n38,601\n1,290\n3.34\n50,271\n1,487\n2.96\n\nTotal investment in Government securities\n4,516,611\n318,171\n7.04\n5,208,996\n374,139\n7.18\n5,354,197\n375,575\n7.01\n\nOther investments:\n\nRupee\n875,898\n57,784\n6.60\n1,456,207\n94,060\n6.46\n1,813,752\n116,523\n6.42\n\nForeign currency\n109,792\n5,223\n4.76\n98,455\n4,955\n5.03\n109,073\n4,933\n4.52\n\nTotal other investments\n985,690\n63,007\n6.39\n1,554,662\n99,015\n6.37\n1,922,825\n121,456\n6.32\n\nTotal investments:\n\nRupee\n5,347,496\n374,566\n7.00\n6,626,602\n466,909\n7.05\n7,117,679\n490,611\n6.89\n\nForeign currency\n154,805\n6,614\n4.27\n137,056\n6,245\n4.56\n159,343\n6,420\n4.03\n\n**Total investments **** **\n** ****5,502,301**** **** **\n** ****381,180**** **** **\n** ****6.93**** **** **\n** ****6,763,658**** **** **\n** ****473,154**** **** **\n** ****7.00**** **** **\n** ****7,277,022**** **** **\n** ****497,031**** **** **\n** ****6.83**** **\n\nOther interest-earning assets:\n\nLending with the Reserve Bank of India:\n\nRupee\n35,360\n2,249\n6.36\n46,402\n2,928\n6.31\n56,733\n3,024\n5.33\n\nForeign currency\n..\n..\n..\n..\n..\n..\n..\n\n..\n..\n\n117\n\n[Table of Contents](#a_050)\n\nYear\nended March 31,\n\n2024\n2025\n2026\n\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/ cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/\ncost\n\n(in millions,\nexcept percentages)\n\nTotal lending with the Reserve Bank of India\n35,360\n2,249\n6.36\n46,402\n2,928\n6.31\n56,733\n3,024\n5.33\n\nRepo lending:\n\nRupee\n95,537\n6,494\n6.80\n106,623\n6,977\n6.54\n110,468\n6,222\n5.63\n\nForeign currency\n..\n..\n..\n..\n..\n..\n..\n..\n..\n\nTotal repo lending\n95,537\n6,494\n6.80\n106,623\n6,977\n6.54\n110,468\n6,222\n5.63\n\nDeposits in other banks:\n\nRupee\n88,682\n6,336\n7.14\n135,374\n10,255\n7.58\n166,877\n11,480\n6.88\n\nForeign currency\n154,610\n9,780\n6.33\n229,839\n12,201\n5.31\n410,504\n17,910\n4.36\n\nTotal deposits in other banks\n243,292\n16,116\n6.62\n365,213\n22,456\n6.15\n577,381\n29,390\n5.09\n\nOther assets:\n\nRupee\n792,694\n6,236\n0.79\n804,332\n7,301\n0.91\n689,177\n5,140\n0.75\n\nForeign currency\n182,952\n6,831\n3.73\n207,346\n7,604\n3.67\n291,200\n8,478\n2.91\n\nTotal other assets\n975,646\n13,067\n1.34\n1,011,678\n14,905\n1.47\n980,377\n13,618\n1.39\n\nTotal other interest-earning assets:\n\nRupee\n1,012,273\n21,315\n2.11\n1,092,731\n27,461\n2.51\n1,023,255\n25,866\n2.53\n\nForeign currency\n337,562\n16,611\n4.92\n437,185\n19,805\n4.53\n701,704\n26,388\n3.76\n\nTotal other interest-earning assets\n1,349,835\n37,926\n2.81\n1,529,916\n47,266\n3.09\n1,724,959\n52,254\n3.03\n\nOther interest income:\n\nRupee\n\n7,886\n\n9,643\n\n19,686\n\nForeign currency\n\n2,380\n\n942\n\n5,315\n\nTotal other interest income\n\n10,266\n\n10,585\n\n25,001\n\nInterest-earning assets:\n\nRupee\n17,377,087\n1,512,475\n8.70\n20,467,108\n1,776,623\n8.68\n22,268,668\n1,868,123\n8.39\n\nForeign currency\n1,468,528\n82,795\n5.64\n1,585,970\n86,819\n5.47\n1,807,284\n84,206\n4.66\n\nTotal interest-earning assets\n18,845,615\n1,595,270\n8.46\n22,053,078\n1,863,442\n8.45\n24,075,952\n1,952,329\n8.11\n\nFixed assets\n117,172\n\n142,321\n\n165,445\n\nOther\nassets\n2,422,172\n\n2,732,224\n\n2,551,027\n\nTotal non-earning assets\n2,539,344\n\n2,874,545\n\n2,716,472\n\nTotal\nassets\nRs.21,384,959\nRs.1,595,270\n\nRs.24,927,623\nRs.1,863,442\n\nRs.26,792,424\nRs.1,952,329\n\n**Liabilities:**\n\nSavings account deposits:\n\nRupee\nRs.3,576,469\nRs.113,510\n3.17\nRs.3,940,259\nRs.124,488\n3.16\nRs.4,238,350\n110,187\n2.60\n\nForeign currency\n49,249\n1,348\n2.74\n44,087\n1,313\n2.98\n51,277\n1,133\n2.21\n\nTotal savings account deposits\n3,625,718\n114,858\n3.17\n3,984,346\n125,801\n3.16\n4,289,627\n111,320\n2.60\n\nTime deposits:\n\nRupee\n7,266,625\n453,667\n6.24\n8,474,332\n565,769\n6.68\n9,302,868\n602,596\n6.48\n\nForeign currency\n439,291\n19,319\n4.40\n516,586\n24,909\n4.82\n600,639\n25,587\n4.26\n\nTotal time deposits\n7,705,916\n472,986\n6.14\n8,990,918\n590,678\n6.57\n9,903,507\n628,183\n6.34\n\nOther demand deposits:\n\nRupee\n1,369,772\n\n1,554,323\n\n1,757,078\n\nForeign currency\n162,634\n\n152,537\n\n188,274\n\n118\n\n[Table of Contents](#a_050)\n\nYear\nended March 31,\n\n2024\n2025\n2026\n\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/ cost\nAverage\nbalance\nInterest\n\nincome/\nexpense\nAverage\nyield/\ncost\n\n(in millions, except percentages)\n\nTotal other demand deposits\n1,532,406\n\n**1,706,860**\n\n1,945,352\n\nTotal deposits:\n\nRupee\n12,212,866\n567,177\n4.64\n13,968,914\n690,257\n4.94\n15,298,296\n712,783\n4.66\n\nForeign currency\n651,174\n20,667\n3.17\n713,210\n26,222\n3.68\n840,190\n26,720\n3.18\n\nTotal deposits\n12,864,040\n587,845\n4.57\n14,682,124\n716,479\n4.88\n16,138,486\n739,503\n4.58\n\nLong term borrowings:\n\nRupee\n1,256,389\n91,756\n7.30\n1,322,960\n97,847\n7.40\n994,578\n70,753\n7.11\n\nForeign currency\n283,052\n14,500\n5.12\n274,068\n13,046\n4.76\n222,812\n10,834\n4.86\n\nTotal long term borrowings\n1,539,441\n106,256\n6.90\n1,597,028\n110,893\n6.94\n1,217,390\n81,587\n6.70\n\nShort-term borrowings:\n\nBorrowings under liquidity adjustment facility with\nthe Reserve Bank of India:\n\nRupee\n27,474\n1,829\n6.66\n70,961\n4,612\n6.50\n47,532\n2,658\n5.59\n\nForeign currency\n..\n..\n..\n1,027\n32\n3.12\n3,489\n78\n2.24\n\nTotal borrowings under liquidity adjustment facility\nwith the Reserve Bank of India\n27,474\n1,829\n6.66\n71,988\n4,644\n6.45\n51,021\n2,736\n5.36\n\nRepo borrowings:\n\nRupee……………\n332,045\n21,954\n6.61\n338,944\n21,968\n6.48\n374,349\n20,313\n5.43\n\nForeign currency\n4,492\n306\n6.81\n3,522\n237\n6.73\n2,696\n116\n4.30\n\nTotal repo borrowings\n336,537\n22,260\n6.61\n342,466\n22,205\n6.48\n377,045\n20,429\n5.42\n\nOther short term borrowings:\n\nRupee\n178,801\n13,743\n7.69\n338,440\n25,765\n7.61\n563,953\n38,503\n6.83\n\nForeign currency\n208,785\n9,149\n4.38\n255,309\n10,291\n4.03\n230,889\n7,527\n3.26\n\nTotal other short term borrowings\n387,586\n22,892\n5.91\n593,749\n36,055\n6.07\n794,842\n46,030\n5.79\n\nShort term borrowings:\n\nRupee\n538,320\n37,526\n6.97\n748,345\n52,345\n6.99\n985,834\n61,474\n6.24\n\nForeign currency\n213,277\n9,455\n4.43\n259,858\n10,560\n4.06\n237,074\n7,721\n3.26\n\nTotal short term borrowings\n751,597\n46,981\n6.25\n1,008,203\n62,905\n6.24\n1,222,908\n69,195\n5.66\n\nTotal borrowings:\n\nRupee\n1,794,709\n129,282\n7.20\n2,071,305\n150,192\n7.25\n1,980,412\n132,227\n6.68\n\nForeign currency\n496,329\n23,955\n4.83\n533,926\n23,606\n4.42\n459,886\n18,555\n4.03\n\nTotal borrowings\n2,291,038\n153,237\n6.69\n2,605,231\n173,798\n6.67\n2,440,298\n150,782\n6.18\n\nInterest-bearing liabilities:\n\nRupee\n14,007,575\n696,459\n4.97\n16,040,219\n840,449\n5.24\n17,278,708\n845,010\n4.89\n\nForeign currency\n1,147,503\n44,622\n3.89\n1,247,136\n49,828\n4.00\n1,300,076\n45,275\n3.48\n\nTotal interest-bearing liabilities\n15,155,078\n741,082\n4.89\n17,287,355\n890,277\n5.15\n18,578,784\n890,285\n4.79\n\nOther\nliabilities\n3,897,917\n\n4,763,941\n\n4,804,647\n\nTotal\nliabilities\n19,052,995\n741,082\n\n22,051,296\n890,277\n\n23,383,431\n890,285\n\nStockholders’ equity\n2,331,964\n\n2,876,327\n\n3,408,993\n\nTotal liabilities and stockholders’\nequity\nRs.21,384,959\nRs.741,082\n\nRs.24,927,623\nRs.890,277\n\nRs.26,792,424\nRs.890,285\n\n(1)Previous period figures have been re-grouped/re-classified where\nnecessary to conform to current period classification.\n\n119\n\n[Table of Contents](#a_050)\n\n**Analysis of Changes in Interest Earned and Interest Expended: Volume\nand Rate Analysis**\n\nThe following table sets\nforth, for the periods indicated, the changes in the components of net interest income. The changes in net interest income between periods\nhave been reflected as attributed either to volume or rate changes. For the purpose of this table, changes which are due to both volume\nand rate have been allocated solely to volume.\n\nFiscal 2025 vs. Fiscal 2024\nFiscal 2026 vs. Fiscal 2025\n\nIncrease (decrease) due to\n\nIncrease (decrease) due to\n\nNet change\nChange in average volume\nChange in average rate\nNet change\nChange in average volume\nChange in average rate\n\n(in millions)\n\nInterest earned:\n\nAdvances:\n\nRupee\n163,902\n172,751\n(8,849)\n59,350\n130,102\n(70,752)\n\nForeign currency\n2,637\n2,103\n534\n(13,744)\n(3,190)\n(10,554)\n\nTotal advances\n166,539\n174,854\n(8,315)\n45,606\n126,912\n(81,306)\n\nInvestment:\n\nInvestment in Government securities:\n\nRupee\n56,069\n50,392\n(5,677)\n1,239\n9,418\n(8,179)\n\nForeign currency\n(101)\n(214)\n113\n197\n345\n(148)\n\nTotal investment in Government securities\n55,968\n50,178\n(5,790)\n1,436\n9,763\n(8,327)\n\nOther investments:\n\nRupee\n36,276\n37,484\n(1,208)\n22,463\n22,970\n(507)\n\nForeign currency\n(268)\n(571)\n303\n(22)\n480\n(502)\n\nTotal other investments\n36,015\n36,913\n(905)\n22,441\n23,450\n(1,009)\n\nTotal investments:\n\nRupee\n92,343\n90,126\n2,217\n23,702\n33,849\n(10,147)\n\nForeign currency\n(369)\n(814)\n440\n175\n898\n(723)\n\nTotal investments\n91,974\n89,312\n2,657\n23,877\n34,747\n(10,870)\n\nOther interest-earning assets:\n\nLending with the Reserve Bank of India:\n\nRupee\n679\n697\n(18)\n96\n551\n(455)\n\nForeign currency\n..\n..\n..\n..\n..\n..\n\nTotal lending with the Reserve Bank of India\n679\n697\n(18)\n96\n551\n(455)\n\nRepo lending:\n\nRupee\n483\n725\n(242)\n(755)\n217\n(972)\n\nForeign currency\n..\n..\n..\n..\n..\n..\n\nTotal repo lending\n483\n725\n(242)\n(755)\n217\n(972)\n\nDeposits in other banks:\n\nRupee\n3,919\n3,537\n382\n1,225\n2,167\n(942)\n\nForeign currency\n2,421\n3,994\n(1,573)\n5,709\n7,882\n(2,173)\n\nTotal deposits in other banks\n6,340\n7,531\n(1,191)\n6,934\n10,049\n(3,115)\n\nOther assets:\n\nRupee\n1,065\n106\n959\n(2,161)\n(859)\n(1,302)\n\nForeign currency\n773\n895\n(122)\n874\n2,441\n(1,567)\n\n120\n\n[Table of Contents](#a_050)\n\nFiscal 2025 vs. Fiscal 2024\nFiscal 2026 vs. Fiscal 2025\n\nIncrease (decrease) due to\n\nIncrease (decrease) due to\n\nNet change\nChange in average volume\nChange in average rate\nNet change\nChange in average volume\nChange in average rate\n\n(in millions)\n\nTotal other assets\n1,838\n1,001\n837\n(1,287)\n1,582\n(2,869)\n\nOther interest-earning assets:\n\nRupee\n6,146\n2,022\n4,124\n(1,595)\n(1,756)\n161\n\nForeign currency\n3,194\n4,513\n(1,319)\n6,583\n9,947\n(3,364)\n\nTotal other interest earning assets\n9,340\n6,535\n2,805\n4,988\n8,191\n(3,203)\n\nOther interest income:\n\nRupee\n1,757\n..\n1,757\n10,043\n..\n10,043\n\nForeign currency\n(1,438)\n\n..\n\n(1,438)\n4,373\n\n..\n\n4,373\n\nOther interest income\n319\n**..**\n319\n14,416\n**..**\n14,416\n\nTotal interest earned:\n\nRupee\n264,148\n264,899\n(751)\n91,500\n162,195\n(70,695)\n\nForeign currency\n4,024\n5,802\n(1,783)\n(2,613)\n7,655\n(10,268)\n\nTotal interest earned\n268,172\n270,701\n(2,534)\n88,887\n169,850\n(80,963)\n\n**Interest expense:**\n\nSavings account deposits:\n\nRupee\n10,978\n11,494\n(516)\n(14,301)\n7,750\n(22,051)\n\nForeign currency\n(35)\n(154)\n119\n(180)\n159\n(339)\n\nTotal savings account deposits\n10,943\n11,340\n(397)\n(14,481)\n7,909\n(22,390)\n\nTime deposits:\n\nRupee\n112,102\n80,630\n31,472\n36,827\n53,669\n(16,842)\n\nForeign currency\n5,590\n3,727\n1,863\n678\n3,581\n(2,903)\n\nTotal time deposits\n117,692\n84,357\n33,335\n37,505\n57,250\n(19,745)\n\nTotal deposits:\n\nRupee\n123,080\n92,124\n30,956\n22,526\n61,419\n(38,893)\n\nForeign currency\n5,555\n3,573\n1,982\n498\n3,740\n(3,242)\n\nTotal deposits\n128,635\n95,697\n32,938\n23,024\n65,159\n(42,135)\n\nBorrowings:\n\nLong term borrowings:\n\nRupee\n6,091\n4,924\n1,167\n(27,094)\n(23,361)\n(3,733)\n\nForeign currency\n(1,454)\n(428)\n(1,026)\n(2,212)\n(2,492)\n280\n\nTotal long term borrowings\n4,637\n4,496\n141\n(29,306)\n(25,853)\n(3,453)\n\nBorrowings under liquidity adjustment facility with the Reserve Bank of India:\n\nRupee\n2,783\n2,826\n(43)\n(1,954)\n(1,310)\n(644)\n\nForeign currency\n32\n32\n..\n46\n55\n(9)\n\nTotal borrowings under liquidity adjustment facility with the Reserve Bank of India\n2,815\n2,858\n(43)\n(1,908)\n(1,255)\n(653)\n\nRepo borrowings:\n\n121\n\n[Table of Contents](#a_050)\n\nFiscal 2025 vs. Fiscal 2024\nFiscal 2026 vs. Fiscal 2025\n\nIncrease (decrease) due to\n\nIncrease (decrease) due to\n\nNet change\nChange in average volume\nChange in average rate\nNet change\nChange in average volume\nChange in average rate\n\n(in millions)\n\nRupee\n14\n447\n(433)\n(1,655)\n1,921\n(3,576)\n\nForeign currency\n(69)\n(65)\n(4)\n(121)\n(36)\n(85)\n\nTotal repo borrowings\n(55)\n382\n(437)\n(1,776)\n1,885\n(3,661)\n\nOther short term borrowings:\n\nRupee\n12,022\n12,153\n(131)\n12,738\n15,397\n(2,659)\n\nForeign currency\n1,142\n1,875\n(733)\n(2,764)\n(796)\n(1,968)\n\nTotal other short term borrowings\n13,164\n14,028\n(864)\n9,974\n14,601\n(4,627)\n\nShort term borrowings:\n\nRupee\n14,819\n15,426\n(607)\n9,129\n16,008\n(6,879)\n\nForeign currency\n1,105\n1,842\n(737)\n(2,839)\n(777)\n(2,062)\n\nTotal short term borrowings\n15,924\n17,268\n(1,344)\n6,290\n15,231\n(8,941)\n\nTotal borrowings:\n\nRupee\n20,910\n20,056\n854\n(17,965)\n(6,069)\n(11,896)\n\nForeign currency\n(349)\n1,662\n(2,011)\n(5,051)\n(2,987)\n(2,064)\n\nTotal borrowings\n20,561\n21,718\n(1,157)\n(23,016)\n(9,056)\n(13,960)\n\nTotal interest expended:\n\nRupee\n143,990\n112,180\n31,810\n4,561\n55,350\n(50,789)\n\nForeign currency\n5,206\n5,235\n(29)\n(4,553)\n753\n(5,306)\n\nTotal interest expended\n149,196\n117,415\n31,781\n8\n56,103\n(56,095)\n\nNet interest income:\n\nRupee\n120,158\n152,719\n(32,561)\n86,939\n106,845\n(19,906)\n\nForeign currency\n(1,182)\n567\n(1,754)\n1,940\n6,902\n(4,962)\n\nTotal net interest income\n118,976\n153,286\n(34,315)\n88,879\n113,747\n(24,868)\n\n** **\n\n**Investment portfolio**\n\n**Maturity profile wise yields\non debt securities**\n\nThe following table sets\nforth, at the date indicated, the maturity profile wise yields of our investments in debt securities classified as available-for-sale.\nThis maturity profile is based on repayment dates and does not reflect re-pricing dates of floating rate investments.\n\nAt March 31, 2025\nAt March 31, 2026\n\nUp to one year\nOne to five years\nFive to ten years\nMore than ten years\nUp to one year\nOne to five years\nFive to ten years\nMore than ten years\n\nCorporate debt securities\n7.2%\n7.4%\n8.2%\n6.0%\n7.1%\n7.3%\n7.7%\n7.7%\n\nGovernment securities\n6.6\n6.6\n7.2\n7.1\n5.8\n5.8\n6.5\n7.8\n\nOther securities\n7.7\n8.3\n8.3\n8.3\n7.6\n8.2\n8.3\n8.3\n\n**Total debt securities(1)**\n7.0%\n7.0%\n7.4%\n7.9%\n6.5%\n6.7%\n6.9%\n8.1%\n\n(1)Includes securities denominated in different currencies.\n\n(2)Maturity profile is based on residual maturity from the balance sheet date.\n\n122\n\n[Table of Contents](#a_050)\n\nThe following table sets\nforth, at the date indicated, the maturity profile-wise yields of our investments in debt securities classified as held-to-maturity. This\nmaturity profile is based on repayment dates and does not reflect re-pricing dates of floating rate investments.\n\nAt March 31, 2025\nAt March 31, 2026\n\nUp to one year\nOne to five years\nFive to ten years\nMore than ten years\nUp to one year\nOne to five years\nFive to ten years\nMore than ten years\n\nCorporate debt securities\n7.0%\n7.0%\n7.5%\n7.1%\n7.2%\n7.6%\n7.8%\n7.7%\n\nGovernment securities\n7.4\n7.2\n7.2\n7.0\n6.5\n7.2\n7.1\n7.6\n\nOther securities\n7.6\n\n..\n\n..\n\n..\n\n6.8\n\n..\n\n..\n\n..\n\n**Total debt securities(1)**\n7.0%\n7.1%\n7.2%\n7.0%\n6.9%\n7.2%\n7.1%\n7.6%\n\n(1)Includes securities denominated in different currencies.\n\n(2)Maturity profile is based on residual maturity from the balance sheet date.\n\n**Investment portfolio\nof our overseas branches and banking subsidiaries**\n\nThe following table sets\nforth a summary of the investment portfolio of our overseas branches and banking subsidiaries based on the category of investments.\n\nAt March 31\n\nCategory\n2025\n2026\n\n(in millions)\n\nBonds\n\nBanks and financial institutions\nRs.18,723\nRs.10,824\n\nCorporate\n47,397\n61,352\n\nTotal bonds\n66,120\n72,176\n\nOthers(1)\n5,556\n6,164\n\nTotal\nRs.71,676\nRs.78,340\n\n(1)Includes investments in certificates of deposits.\n\nInvestment in India-linked\nsecurities of corporate entities was 52.6% at year-end fiscal 2026 as compared to 53.0% at year-end fiscal 2025.\n\nThe investments in\nthese securities are governed by the respective investment policies of ICICI Bank and its banking subsidiaries. To mitigate\nsignificant concentrations in credit risk, the investment policy lays down a number of limits that need to be adhered to before\ninvestments can be made. The investment policy lays down rating and issuer wise investment limits at each of these units. Further,\nthere are counterparty limits for individual banks and financial institutions. Country exposure limits have also been established\nfor various countries. In addition, ICICI Bank monitors the credit spread risk arising out of such investments, and ICICI Bank UK\nPLC has instituted credit spread sensitivity limits on its portfolio. Any exceptions to the above limits are made with due approvals\nfrom the appropriate forums. ICICI Bank has not bought credit protection against any of its international investments.\n\n123\n\n[Table of Contents](#a_050)\n\n**Investments in corporate and\nfinancial sector debt securities by our overseas branches and banking subsidiaries**\n\nThe following table sets\nforth, at the date indicated, investments in corporate and financial sector debt securities and mortgage and asset backed securities by\nour overseas branches and banking subsidiaries by region and the mark-to-market and realized losses thereon.\n\nAt March\n31, 2026\n\n**Bonds(1)**\n\nOthers\nTotal\n\nTrading\nAvailable-for-sale\nand held-to-maturity\nTrading\nAvailable-for-sale\nand held-to-maturity\nTrading\nAvailable-for-sale\nand held-to-maturity\nMark-to-market\ngain/ (loss) in fiscal 2026\nRealized\ngain/(loss)/ Impairment loss in income statement for fiscal 2026\nMark-to-market\ngain/ (loss) at March 31, 2026\n\n(Rs. in millions)\n\nU.S.\n..\n3,024\n..\n..\n..\n3,024\n74\n(26)\n(39)\n\nCanada\n..\n24,206\n..\n..\n..\n24,204\n..\n241\n..\n\nEurope\n..\n1,836\n..\n..\n..\n1,836\n(2)\n..\n(8)\n\nIndia\n2,218\n40,892\n..\n..\n2,218\n40,892\n(88)\n204\n48\n\nRest of Asia\n..\n..\n..\n6,164\n..\n6,164\n11\n..\n(1)\n\nOthers\n..\n..\n..\n..\n..\n..\n(881)\n2\n(930)\n\nTotal portfolio\n2,218\n69,959\n..\n6,164\n2,218\n76,120\n(886)\n421\n(930)\n\n(1)Includes corporate bonds classified under loans and receivables by our Canadian subsidiary.\n\nAt March 31, 2025\n\n**Bonds(1)**\nOthers\nTotal\n\nTrading\nAvailable-for-sale and held-to-maturity\nTrading\nAvailable-for-sale and held-to-maturity\nTrading\nAvailable-for-sale and held-to-maturity\nMark-to-market gain/ (loss) in fiscal 2025\nRealized gain/(loss)/ Impairment loss in\nincome statement for fiscal 2025\nMark-to-market gain/ (loss) at March 31,\n2025\n\n(Rs. in millions)\n\nU.S.\n..\n2,195\n..\n..\n..\n2,195\n133\n(50)\n(107)\n\nCanada\n..\n18,801\n..\n..\n..\n18,801\n..\n60\n..\n\nEurope\n..\n82\n..\n..\n..\n82\n4\n..\n(5)\n\nIndia\n2,353\n41,473\n..\n..\n2,353\n41,473\n152\n81\n127\n\nRest of Asia\n..\n458\n..\n5,556\n..\n6,014\n27\n(11)\n(10)\n\nOthers\n..\n758\n..\n..\n..\n758\n(46)\n1\n(46)\n\nTotal portfolio\n2,353\n63,767\n..\n5,556\n2,353\n69,323\n270\n81\n(41)\n\n(1)Includes corporate bonds classified under loans and receivables by our Canadian subsidiary.\n\n**Funding**\n\nOur funding operations are\ndesigned to ensure stability of funding, minimize funding costs and effectively manage liquidity. Our primary source of domestic funding\nis deposits raised from both retail and corporate customers. We also raise funds through short-term rupee borrowings, refinance borrowings\nand domestic or overseas bond offerings. Our domestic bond borrowings include long-term bond borrowings for financing infrastructure projects\nand affordable housing in accordance with the Reserve\n\n124\n\n[Table of Contents](#a_050)\n\nBank of India guidelines. See also “Business*—Overview\nof Our Products and Services—Commercial Banking for Retail Customers—Retail Deposits”.*\n\n**Maturity profile of deposits**\n\nThe following table sets\nforth, at the date indicated, the contractual maturity profile of deposits, by type of deposit at March 31, 2026.\n\nUp to one year\nAfter one year and within three years\nAfter three years\nTotal\n\n(in millions)\n\nInterest-bearing deposits:\n\nSavings deposits(1)\nRs.4,794,462\n..\n..\nRs.4,794,462\n\nTime deposits\n7,333,600\n3,129,684\n325,421\n10,788,705\n\nNon-interest-bearing deposits:\n\nOther demand deposits(1)\n2,717,034\n\n..\n\n..\n\n2,717,034\n\nTotal deposits\nRs.14,845,096\nRs.3,129,684\nRs.325,421\nRs.18,300,201\n\n(1)Savings and other demand deposits are payable on demand and hence are classified in the ‘Up to one year’ category.\n\nThe following table sets\nforth, at the date indicated, the contractual maturity profile of deposits, by type of deposit at March 31, 2025.\n\nUp to one year\nAfter one year and within three years\nAfter three years\nTotal\n\n(in millions)\n\nInterest-bearing deposits:\n\nSavings deposits(1)\nRs.4,442,543\n..\n..\nRs.4,442,543\n\nTime deposits\n7,335,737\n1,946,581\n315,951\n9,598,268\n\nNon-interest-bearing deposits:\n\nOther demand deposits(1)\n2,375,563\n\n..\n\n..\n\n2,375,863\n\nTotal deposits\nRs.14,153,842\nRs.1,946,581\nRs.315,951\nRs.16,416,374\n\n(1) Savings\nand other demand deposits are payable on demand and hence are classified in the ‘Up to one year’ category.\n\nThe maturity profile in fiscal 2026 shows growth\nin one year and above tenor maturities. The same is mainly due to gradual increase in tenor of our peak term deposits interest rate offering\nfrom ‘15 months - 2 years’ to ‘3 years & above’ during the year, reflecting our strategy to increase the duration\nof our liabilities.\n\n125\n\n[Table of Contents](#a_050)\n\n**Uninsured deposits**\n\nThe following table sets\nforth, for the periods indicated, the estimated amount of time deposits that exceed the insurance limit, segregated by remaining maturity\nand the estimated amount of total deposits that are otherwise uninsured:\n\nAt March 31, 2026\n\n3 months or less\nOver 3 months through 6 months\nOver 6 months through 12 months\nOver 12 months\nTotal\n\n(in millions)\n\nUninsured time deposits\n\nIndia\nRs.2,571,972\nRs.1,249,275\nRs.2,666,865\nRs.2,909,439\nRs.9,397,551\n\nOutside India\n174,609\n55,102\n60,283\n26,392\n316,386\n\nTotal uninsured time deposits\nRs.2,746,581\n**Rs.****1,304,377**\nRs.2,727,148\nRs.2,935,831\nRs.9,713,937\n\nAt March 31, 2025\n\n3 months or less\nOver 3 months through 6 months\nOver 6 months through 12 months\nOver 12 months\nTotal\n\n(in millions)\n\nUninsured time deposits\n\nIndia\nRs.2,369,068\nRs.1,454,244\nRs.2,715,002\nRs.1,844,031\nRs.8,382,345\n\nOutside India\n130,190\n36,279\n35,805\n12,082\n214,356\n\nTotal uninsured time deposits\nRs.2,499,258\nRs.1,490,523\nRs.2,750,807\nRs.1,856,113\nRs.8,596,701\n\nTotal uninsured deposits\nat March 31, 2026 were Rs. 14,748,147 million and at March 31, 2025 were Rs. 13,174,634 million.\n\nThe classifications among\n“in India” and “outside India” are based on the domicile of the booking unit. In India, the insured deposit calculations\nare based on guidelines prescribed by Deposit Insurance and Credit Guarantee Corporation. The insured amount limit prescribed by Deposit\nInsurance and Credit Guarantee Corporation is up to a maximum amount of Rs. 500,000 per depositor (including all types of deposits), per\ninsured bank. The standard insurance amount for time deposits outside India is based on the insurance limits approved by the regulator\nin the respective foreign jurisdiction. The insurance coverage is allocated first to savings account deposits, then to current account\ndeposits and lastly to time deposits of a depositor. For time deposits, the highest residual maturity buckets are considered for allocation\nof insurance coverage.\n\n126\n\n[Table of Contents](#a_050)\n\n**Risk Management**\n\n**Asset liability gap**\n\nThe following table sets forth, at the date indicated,\nour asset-liability gap position.\n\n**At March 31, 2026(1)**\n\nLess than or equal to one year\nGreater than one year and up to five years\nGreater than five years\nTotal\n\n(in millions)\n\nAdvances (loans), net\nRs.14,362,382\nRs.2,019,924\nRs.64,274\nRs.16,446,580\n\nInvestments\n1,290,126\n2,802,206\n4,614,867\n8,707,199\n\nOther assets(2)\n2,192,145\n64,876\n1,564,421\n3,821,442\n\nTotal assets\nRs.17,844,653\nRs.4,887,006\nRs.6,243,562\nRs.28,975,221\n\nCapital\n..\n..\n3,630,604\n3,630,604\n\nBorrowings\n1,408,820\n532,265\n261,558\n2,202,643\n\nDeposits\n9,937,927\n8,340,523\n21,751\n18,300,201\n\nOther liabilities(3)\n31,009\n\n..\n\n4,980,522\n5,011,531\n\nTotal liabilities\nRs.11,377,756\nRs.8,872,788\nRs.8,894,435\nRs.29,144,979\n\nTotal gap before risk management positions\n6,466,897\n(3,985,782)\n(2,650,873)\n(169,758)\n\nOff-balance sheet positions(4)\n(50,487)\n(137,331)\n124,046\n(63,772)\n\nTotal gap after risk management positions\nRs.6,416,410\nRs.(4,123,113)\nRs.(2,526,827)\nRs.(233,530)\n\n(1)Includes investments in the nature of equity, cash and cash equivalents and miscellaneous assets and liabilities.\nAssets and liabilities are classified into the applicable categories based on residual maturity or re-pricing whichever is earlier. Classification\nmethodologies are generally based on asset liability management guidelines, including behavioral studies, as per local policy/regulatory\nnorms of the entities. Items other than current and savings account deposits that neither re-price nor have a defined maturity are included\nin the ‘greater than five years’ category. Fixed assets (other than leased assets) have been excluded from the above table.\nCurrent and savings account deposits are classified based on behavior study.\n\n(2)Includes cash and balances with the Reserve Bank of India, balances with banks and money at call and short\nnotice and other assets.\n\n(3)Includes minority interest, liabilities on policy in force, and other liabilities and provisions.\n\n(4)Off-balance sheet positions comprises net notional amount of derivatives, including foreign exchange forward\ncontracts.\n\n**At March 31, 2025(1)**\n\nLess than or equal to one year\nGreater than one year and up to five years\nGreater than five years\nTotal\n\n(in millions)\n\nAdvances (loans), net\nRs.12,382,050\nRs.1,734,238\nRs.91,348\nRs.14,206,636\n\nInvestments\n1,240,362\n2,252,623\n5,370,784\n8,863,769\n\nOther assets(2)\n1,476,371\n99,165\n1,621,939\n3,197,475\n\nTotal assets\nRs.15,098,973\nRs.4,086,026\nRs.7,084,071\nRs.26,267,880\n\nCapital\n..\n..\n3,139,059\n3,139,059\n\nBorrowings\n1,445,321\n524,016\n219,497\n2,188,834\n\nDeposits\n9,344,200\n7,056,500\n15,674\n16,416,374\n\nOther liabilities(3)\n16,807\n\n..\n\n4,661,340\n4,678,147\n\nTotal liabilities\nRs.10,806,328\nRs.7,580,516\nRs.8,035,570\nRs.26,422,414\n\nTotal gap before risk management positions\n4,292,455\n(3,494,490)\n(952,499)\n(154,534)\n\nOff-balance sheet positions(4)\n(51,980)\n22,270\n86,766\n57,056\n\nTotal gap after risk management positions\nRs.4,240,475\nRs.(3,472,220)\nRs.(865,733)\nRs.(97,478)\n\n127\n\n[Table of Contents](#a_050)\n\n(1)Includes investments in the nature of equity, cash and cash equivalents and miscellaneous assets and liabilities.\nAssets and liabilities are classified into the applicable categories based on residual maturity or re-pricing whichever is earlier. Classification\nmethodologies are generally based on asset liability management guidelines, including behavioral studies, as per local policy/regulatory\nnorms of the entities. Items other than current and savings account deposits that neither re-price nor have a defined maturity are included\nin the ‘greater than five years’ category. Fixed assets (other than leased assets) have been excluded from the above table.\nCurrent and savings account deposits are classified based on behavior study.\n\n(2)Includes cash and balances with the Reserve Bank of India, balances with banks and money at call and short\nnotice and other assets.\n\n(3)Includes minority interest, liabilities on policy in force, and other liabilities and provisions.\n\n(4)Off-balance sheet positions comprises net notional amount of derivatives, including foreign exchange forward\ncontracts.\n\n**Impact of interest rate movement**\n\nThe following table sets\nforth, using the balance sheet at year-end fiscal 2026 as the base, one possible prediction of the impact of adverse changes in interest\nrates on net interest income for fiscal 2027, assuming a parallel shift in the yield curve at year-end fiscal 2026.\n\nAt March 31, 2026\n\nChange in interest rates (in basis points)\n\n(100)\n(50)\n50\n100\n\n(in millions)\n\nRupee portfolio\nRs.(59,667)\nRs.(29,834)\nRs.29,834\nRs.59,667\n\nForeign currency portfolio\n(4,159)\n(2,079)\n2,079\n4,159\n\nTotal\nRs.(63,826)\nRs.(31,913)\nRs.31,913\nRs.63,826\n\nBased on our asset and liability\nposition at year-end fiscal 2026, the sensitivity model shows that net interest income from the banking book for fiscal 2026 would rise\nby Rs. 63.8 billion if interest rates increased by 100 basis points. Conversely, the sensitivity model shows that if interest rates decreased\nby 100 basis points, net interest income for fiscal 2026 would fall by an equivalent amount of Rs. 63.8 billion.\n\nThe following table sets\nforth, using the balance sheet at year-end fiscal 2025 as the base, one possible prediction of the impact of adverse changes in interest\nrates on net interest income for fiscal 2026, assuming a parallel shift in the yield curve at year-end fiscal 2025.\n\nAt March 31, 2025\n\nChange in interest rates (in basis points)\n\n(100)\n(50)\n50\n100\n\n(in millions)\n\nRupee portfolio\nRs.(41,755)\nRs.(20,878)\nRs.20,878\nRs.41,755\n\nForeign currency portfolio\n(3,893)\n(1,947)\n1,947\n3,893\n\nTotal\nRs.(45,648)\nRs.(22,825)\nRs.22,825\nRs.45,648\n\n128\n\n[Table of Contents](#a_050)\n\nBased on our asset and liability\nposition at year-end fiscal 2025, the sensitivity model showed that net interest income from the banking book for fiscal 2025 would rise\nby Rs. 45.6 billion if interest rates increased by 100 basis points. Conversely, the sensitivity model showed that if interest rates decreased\nby 100 basis points, net interest income for fiscal 2025 would fall by an equivalent amount of Rs. 45.6 billion.\n\nSensitivity analysis, which\nis based upon static interest rate risk profile of assets and liabilities, is used for risk management purposes only and the model above\nassumes that during the course of the year no other changes are made in the respective portfolios. Actual changes in net interest income\nwill vary from the model.\n\n**Price Risk (Trading Book)**\n\nThe following table sets forth, using the fixed\nincome portfolio at year-end fiscal 2026 as the base, one possible prediction of the impact of changes in interest rates on the value\nof our fixed income held-for-trading portfolio, assuming a parallel shift in interest rate curve.\n\nAt March 31, 2026\n\nChange in interest rates (in basis points) – Rupee\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nGovernment of India securities\nRs.423,068\nRs.17,860\nRs.8,984\nRs.(8,983)\nRs.(17,858)\n\nRupee corporate debt securities\n353,888\n4,717\n2,360\n(2,360)\n(4,717)\n\nTotal\nRs.776,956\nRs.22,577\nRs.11,344\nRs.(11,343)\nRs.(22,575)\n\nAt March 31, 2026\n\nChange in interest rates (in basis points) – Foreign currency\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nForeign government securities\nRs.40,604\nRs.49\nRs.25\nRs.(25)\nRs.(49)\n\nForeign corporate debt securities\n2,218\n40\n20\n(20)\n(40)\n\nTotal\nRs.42,822\nRs.89\nRs.45\nRs.(45)\nRs.(89)\n\nThe following table sets\nforth, using the fixed income portfolio at year-end fiscal 2025 as the base, one possible prediction of the impact of changes in interest\nrates on the value of our fixed income held-for-trading portfolio, assuming a parallel shift in interest rate curve.\n\nAt March 31, 2025\n\nChange in interest rates (in basis points) – Rupee\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nGovernment of India securities\nRs.602,044\nRs.26,514\nRs.13,319\nRs.(13,298)\nRs.(26,479)\n\nRupee corporate debt securities\n414,277\n7,863\n3,940\n(3,937)\n(7,858)\n\nTotal\nRs.1,016,321\nRs.34,377\nRs.17,259\nRs.(17,235)\nRs.(34,337)\n\nAt March 31, 2025\n\nChange in interest rates (in basis points) – Foreign currency\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nForeign government securities\nRs.35,782\nRs.27\nRs.14\nRs.(14)\nRs.(27)\n\nForeign corporate debt securities\n2,353\n69\n34\n(34)\n(69)\n\nTotal\nRs.38,135\nRs.96\nRs.48\nRs.(48)\nRs.(96)\n\n129\n\n[Table of Contents](#a_050)\n\n**Value at risk on equity shares\n(Proprietary trading book)**\n\nICICI Bank computes value-at-risk\nusing historical simulation model for limit monitoring purposes. The value-at-risk is calculated using the previous one-year market data\nat a 99% confidence level and a holding period of one day.\n\nThe following table sets\nforth the high, low, average and period-end value-at-risk for the equities portfolio of the proprietary trading group of ICICI Bank for\nfiscal 2025 and fiscal 2026.\n\nFiscal 2025\nAt March\nFiscal 2026\nAt March\n\nHigh\nLow\nAverage\n31, 2025\nHigh\nLow\nAverage\n31, 2026\n\nRs. in million\n\nValue-at-risk\n118.2\n0.7\n51.1\n24.9\n136.6\n3.8\n51.6\n35.0\n\nWe monitor the effectiveness\nof the value-at-risk model by regularly back-testing its performance. Statistically, we would expect to see hypothetical losses in the\ntreasury portfolio in excess of value-at-risk only one percent of the time over a one-year period i.e, where hypothetical losses in the\ntreasury portfolio exceed value-at-risk in three instances. During fiscal 2026, there were two instances of hypothetical loss exceeding\nthe value-at-risk estimates for the equity portfolio of the proprietary trading group. As per the Basel\nCommittee on Banking Supervision (“BCBS”) framework titled “Supervisory Framework for the Use of ‘Backtesting’\nin Conjunction with the Internal Models Approach to Market Risk Capital Requirements”, the model falls within the green zone category\n(i.e. up to 4 backtest exceptions in 250 trading days), which means the backtesting results do not themselves suggest a problem with the\nquality or accuracy of the Bank’s model.\n\nThe Bank also conducts periodic\ninternal stress testing for its treasury portfolios including its equity portfolio. Based on the results of the internal stress testing\nassessment conducted by the Bank, the Bank believes it is adequately capitalized.\n\nWhile value-at-risk is an\nimportant tool for measuring market risk under normal market conditions, it has inherent limitations that should be taken into account,\nincluding its inability to accurately predict future losses when extreme events are affecting the markets, because it is based on the\nassumption that historical market data is indicative of future market performance. Moreover, different value-at-risk calculation methods\nuse different assumptions and hence may produce different results. For example, computing value-at-risk at the close of the business day\nwould exclude intra-day risk. There is also a general possibility that the value-at-risk model may not fully capture all the risks present\nin the portfolio.\n\n130\n\n[Table of Contents](#a_050)\n\n**Derivatives and Foreign Exchange Risk (Trading)**\n\nThe following table sets forth, using the outstanding\nnotional principal of trading derivatives and foreign exchange portfolio at year-end as the base, one possible prediction of the impact\nof changes in interest rates on the value of our trading derivatives and foreign exchange portfolio, assuming a parallel shift in interest\nrate curve.\n\nAt March 31, 2026\n\nChange in interest rates (in basis points)\n\n**Portfolio Size(1)**\n\n(100)\n(50)\n50\n100\n\n(in millions)\n\nInterest rate derivatives\nRs.41,670,181\nRs.(12,760)\nRs.(6,401)\nRs.6,401\nRs.12,760\n\nCurrency derivatives(2)\n3,166,686\n976\n488\n(488)\n(976)\n\nForeign exchange\n14,369,199\n601\n300\n(300)\n(601)\n\nTotal\nRs.59,206,066\nRs.(11,183)\nRs.(5,613)\nRs.5,613\nRs.11,183\n\n1.Notional principal\n\n2.Includes futures, options and cross-currency interest rate swaps\n\nAt March 31, 2025\n\nChange in interest rates (in basis points)\n\n**Portfolio Size(1)**\n\n(100)\n(50)\n50\n100\n\n(in millions)\n\nInterest rate derivatives\nRs.51,894,372\nRs.(10,960)\nRs.(4,796)\nRs.4,796\nRs.10,960\n\nCurrency derivatives(2)\n6,104,786\n(99)\n(49)\n49\n99\n\nForeign exchange\n16,813,604\n175\n88\n(88)\n(175)\n\nTotal\nRs.74,812,762\nRs.(10,884)\nRs.(4,757)\nRs.4,757\nRs.10,884\n\n1.Notional principal\n\n2.Includes futures, options and cross-currency interest rate swaps\n\nThe following table\nsets forth the possible prediction of the impact of change in foreign exchange rates on the value of the net open position of ICICI Group.\n\nAt March 31, 2026\n\nChange in forex rates on the value of the net open position (in basis points)\n\n**Net open position(1)**\n\n(100)\n100\n\n(in millions)\n\nTotal open position for ICICI Group\nRs.6,494\nRs.11,606\nRs.4,634\n\nAt March 31, 2025\n\nChange in forex rates on the value of the net open position (in basis points)\n\nNet open position\n(100)\n100\n\n(in millions)\n\nTotal open position for ICICI Group\nRs.9,990\nRs.(4,764)\nRs.13,379\n\n1.Net open position is computed as per the Reserve Bank of India regulatory requirement.\n\n131\n\n[Table of Contents](#a_050)\n\n**Credit spread risk**\n\nThe following table sets\nforth, using our held-for-trading portfolio at year-end as the base, one possible prediction of the impact of changes in credit spreads\non the value of the trading portfolio, assuming a parallel shift in credit spreads.\n\nAt March 31, 2026\n\nChange in credit spread (in basis points)\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nCorporate debt securities\nRs.356,107\nRs.4,757\nRs.2,380\nRs.(2,380)\nRs.(4,757)\n\nAt March 31, 2025\n\nChange in credit spread (in basis points)\n\nPortfolio Size\n(100)\n(50)\n50\n100\n\n(in millions)\n\nCorporate debt securities\nRs.416,630\nRs.7,932\nRs.3,975\nRs.(3,971)\nRs.(7,927)\n\n** **\n\n**Loan Concentration**\n\nWe follow a policy of portfolio\ndiversification and evaluate our total financing exposure to a particular industry in the light of our forecasts of growth and profitability\nfor that industry. ICICI Bank’s policy is to limit its portfolio to any particular industry (other than retail loans) to 15.0% of\nits total exposure. In addition, we have a framework for managing concentration risk with respect to single borrower and group exposures,\nbased on the internal rating and track- record of the borrowers. See also *-“Risk Management—Credit Risk”.* The\nexposure limits for lower rated borrowers and groups are substantially lower than the regulatory limits.\n\nThe following table sets forth, at the dates indicated,\nthe composition of our gross advances.\n\nAt March 31,\n\n**2025(3)**\n2026\n\nAmount\nAs a %\nAmount\nAmount\nAs a %\n\n(in millions, except percentages)\n\nRetail finance(1)\nRs.7,646,497\n53.1%\nRs.8,527,100\nUS$93,264\n51.3%\n\nWholesale/Retail trade\n965,633\n6.7\n1,211,471\n13,250\n7.3\n\nRural retail\n814,661\n5.7\n1,049,618\n11,480\n6.3\n\nServices-finance\n836,247\n5.8\n814,474\n8,908\n4.9\n\nReal Estate Activities\n484,056\n3.4\n600,459\n6,567\n3.6\n\nServices - Non finance\n489,742\n3.4\n595,104\n6,509\n3.6\n\nRoad, port, telecom, urban development & other infrastructure\n387,282\n2.7\n380,241\n4,159\n2.3\n\nCrude petroleum/refining & petrochemicals\n115,090\n0.8\n190,967\n2,089\n1.1\n\nChemicals & fertilisers\n119,869\n0.8\n164,560\n1,800\n1.0\n\nManufacturing products (excluding metal)\n299,846\n2.1\n377,082\n4,124\n2.3\n\nFood & beverages\n144,353\n1.0\n169,820\n1,857\n1.0\n\nConstruction\n216,476\n1.5\n243,624\n2,665\n1.5\n\nIron and steel (including iron and steel products)\n186,084\n1.3\n234,232\n2,562\n1.4\n\nTextile\n201,298\n1.4\n231,246\n2,529\n1.4\n\nGems & jewellery\n156,376\n1.1\n224,933\n2,460\n1.4\n\nElectronics & engineering\n270,246\n1.9\n316,445\n3,461\n1.9\n\nOthers (2)\n1,055,538\n7.3\n1,289,167\n14,100\n7.8\n\nGross advances (loans)\n14,389,294\n100.0%\n16,620,543\n181,784\n100.0%\n\nAllowance for advances (loan) losses\n(182,657)\n\n(173,963)\n(1,903)\n\nNet advances (loans)\nRs.14,206,637\n\nRs.16,446,580\nUS$179,881\n\n132\n\n[Table of Contents](#a_050)\n\n1.Includes home loans, automobile loans, commercial business loans, personal loans, credit cards, two wheeler loans and loans against\nsecurities.\n\n2.Primarily include developer financing portfolio, mining, cement, drugs and pharmaceuticals, shipping, metal and metal products (excluding\niron and steel), power, automobiles and fast moving consumer goods.\n\n3.Prior period figures have been re-grouped, where necessary.\n\nOur capital allocation is\nfocused on building a granular portfolio and sustainably improving our portfolio quality. Gross retail finance advances increased by 11.5%\nin fiscal 2026 compared to an increase of 15.5% in total gross advances in fiscal 2026. As a result, retail finance decreased from 53.1%\nof gross loans at year-end fiscal 2025 to 51.3% of gross loans at year-end fiscal 2026.\n\nAt year-end fiscal 2026,\nour 20 largest borrowers accounted for 4.2% of our gross loan portfolio, with the largest borrower accounting for 0.6% of our gross loan\nportfolio. The largest group of companies under the same management control accounted for 1.0% of our gross loan portfolio at year-end\nfiscal 2026.\n\n**Maturity profile of loans**\n\nThe following table sets\nforth, for the periods indicated, the maturity profile of loans net of allowance for losses\n\nMarch 31, 2026\n\nDue within 1 year\nDue between 1 to 5 years\nDue between 5 to 15 years\nDue in more than 15 years\nTotal\n\n(in millions)\n\nCommercial loans\nRs.2,915,769\nRs.3,800,861\nRs.543,468\nRs.8,879\nRs.7,268,977\n\nConsumer loans\n2,088,628\n3,663,906\n2,988,011\n437,058\n9,177,603\n\nTotal\nRs.5,004,397\nRs.7,464,767\nRs.3,531,479\nRs.445,937\nRs.16,446,580\n\nMarch 31, 2025\n\nDue within 1 year\nDue between 1 to 5 years\nDue between 5 to 15 years\nDue in more than 15 years\nTotal\n\n(in millions)\n\nCommercial loans\nRs.4,390,424\nRs.1,180,311\nRs.485,706\nRs.12,404\nRs.6,068,845\n\nConsumer loans\n1,636,133\n3,000,340\n2,690,460\n810,859\n8,137,792\n\nTotal\nRs.6,026,557\nRs.4,180,651\nRs.3,176,166\nRs.823,263\nRs.14,206,637\n\n133\n\n[Table of Contents](#a_050)\n\n**Loan portfolio –\nby fixed or variable interest rate**\n\nThe following table sets\nforth, at the date indicated, the amount of our loans with residual contractual maturities greater than one year that had fixed and variable\ninterest rates.\n\nAt March 31, 2026\n\nFixed\nrate loans\nVariable\nrate loans\nTotal\n\n(in millions)\n\nCommercial loans\nRs.473,501\nRs.3,879,707\nRs.4,353,208\n\nConsumer loans and credit card receivable\n2,257,311\n4,831,664\n7,088,975\n\nLease financing\n..\n..\n..\n\nTotal loans with maturity greater than 1 year\nRs.2,730,812\nRs.8,711,371\nRs.11,442,183\n\nAt March 31, 2025\n\nFixed\nrate loans\nVariable\nrate loans\nTotal\n\n(in millions)\n\nCommercial loans\nRs.126,029\nRs.1,552,392\nRs.1,678,421\n\nConsumer loans and credit card receivable\n2,175,469\n4,326,190\n6,501,659\n\nLease financing\n..\n..\n..\n\nTotal loans with maturity greater than 1 year\nRs.2,301,498\nRs.5,878,582\nRs.8,180,080\n\n**Directed Lending**\n\nThe Reserve Bank of\nIndia requires banks to lend to certain sectors of the economy. Such directed lending comprises priority sector lending and export\ncredit. ICICI Bank is required to comply with the priority sector lending requirements prescribed by the Reserve Bank of India from\ntime to time. As prescribed in the Reserve Bank of India guideline, the Bank’s priority sector lending achievement is computed\non quarterly average basis. During fiscal 2026, the Bank purchased Priority Sector Lending Certificates amounting to Rs. 1,834.0\nbillion (fiscal 2025: Rs. 1,183.7 billion) and sold Priority Sector Lending Certificates amounting to Rs. 1,554.1 billion (fiscal\n2025: Rs. 1,228.9 billion). See also *“Supervision and Regulation—Regulations Relating to Loans and Advances—Directed\nLending—Priority Sector Lending”.*\n\n134\n\n[Table of Contents](#a_050)\n\nThe following table sets\nforth, for the periods indicated, ICICI Bank’s average priority sector lending:\n\nFiscal 2025\nFiscal 2026\n\nAmount\n% of adjusted net bank credit\nAmount\n% of adjusted net bank credit\nTarget (% of adjusted net bank credit)\n\n(in billions, except percentages)\n\nAgriculture Sector\nRs.2,025.15\n18.00%\nRs.2,294.06\nUS$24.4\n17.75%\n18.00%\n\n- Small and marginal farmers\n1,197.77\n10.65%\n1,362.24\n14.5\n10.54%\n10.00%\n\n- Non-corporate farmers\n1,627.61\n14.47%\n1,768.17\n18.8\n13.68%\n14.00%\n\nMSMEs\n2,640.66\n..\n3,290.90\n35.1\n..\n..\n\n- Micro enterprises\n882.04\n7.84%\n1,181.30\n12.6\n9.14%\n7.50%\n\nOther priority sector\n253.86\n..\n(355.86)\n(3.8)\n..\n..\n\nTotal priority sector lending\nRs.4,919.67\n43.72%\nRs.5,229.10\nUS$55.7\n40.47%\n40.00%\n\n- Weaker sections\nRs.1,377.63\n12.24%\nRs.1,638.67\nUS$17.5\n12.68%\n12.00%\n\nThe priority sector lending\nmaster circular issued by the Reserve Bank of India requires that banks having any shortfall in lending to priority sector shall be allocated\namounts for contribution to the Rural Infrastructure Development Fund established with National Bank for Agriculture and Rural Development\nand other Funds as decided by the Reserve Bank of India from time to time. The Bank may be required by the Reserve Bank of India to deposit\nwith the Rural Infrastructure Development Fund and other related funds, certain amounts as specified by the Reserve Bank of India in the\ncoming year due to the shortfall in the above-mentioned sub-categories of priority sector lending targets. At year-end fiscal 2026, our\ntotal investment in funds of government sponsored development banks due to shortfall in lending to priority sectors was Rs. 103.7 billion,\nwhich was fully eligible for consideration in overall priority sector achievement.\n\n**Export Credit**\n\nThe Reserve Bank of India\nrequires banks to make loans to exporters at concessional interest rates as part of directed lending. Export credit is provided for pre-shipment\nand post-shipment requirements of exporter borrowers in rupees and foreign currencies. Export credit in the agriculture, MSMEs sectors\nis permitted to be categorized as priority sector lending. Additionally, the Export credit is extended as priority sector lending basis\nthe classification criteria specified by the Reserve Bank of India. The interest income earned on export credits is supplemented through\nfees and commissions earned from these exporter customers from other fee-based products and services taken by them from us, such as foreign\nexchange products and bill handling. As at March 31, 2026, ICICI Bank’s export credit was Rs. 163.1 billion, which amounted to 1.23%\nof the Bank’s adjusted net bank credit.\n\n**Non-performing loans**\n\nThe following table sets\nforth, at the dates indicated, gross (net of write-offs, interest suspense and derivatives income reversal) non-performing loans by borrowers’\nindustry or economic activity and as a percentage of total non-performing loans.\n\n135\n\n[Table of Contents](#a_050)\n\nAt March 31,\n\n2025\n2026\n\nAmount\nAs a percentage of non-performing loans\nAmount\nAmount\nAs a percentage of non-performing loans\n\n(in millions, except percentages)\n\nRetail finance(1)\nRs.90,386\n37.1%\nRs.76,904\nUS$820\n32.8%\n\nRural finance(2)\n43,396\n17.8\n47,488\n506\n20.3\n\nWholesale/retail trade\n14,257\n5.9\n17,125\n183\n7.3\n\nCrude petroleum/refining and petrochemicals\n16,912\n7.0\n17,070\n182\n7.3\n\nElectronics and engineering\n12,653\n5.2\n12,585\n134\n5.4\n\nConstruction\n11,529\n4.7\n11,164\n119\n4.8\n\nServices—non finance\n6,798\n2.8\n7,964\n85\n3.4\n\nRoads, ports, telecom, urban development & other infrastructure\n8,654\n3.6\n6,283\n67\n2.7\n\nIron/steel and products\n4,484\n1.8\n4,483\n48\n1.9\n\nMining\n3,510\n1.4\n3,755\n40\n1.6\n\nPower\n3,857\n1.6\n3,688\n39\n1.6\n\nGems & jewellery\n2,393\n1.0\n2,402\n26\n1.0\n\nManufacturing products (excluding metal)\n1,417\n0.6\n2,208\n24\n0.9\n\nOther Industries(3)\n23,064\n9.5\n21,154\n224\n9.0\n\nGross non-performing loans\nRs.243,310\n100.0%\nRs.234,273\nUS$2,497\n100.0%\n\nAggregate provision for loan losses\n(181,756)\n\n(173,316)\n(1,847)\n\nNet non-performing loans\nRs.61,554\n\nRs.60,957\nUS$650\n\n(1)Includes home loans, commercial business loans, automobile loans,\nbusiness banking, credit cards, personal loans, loans against securities and dealer financing portfolio.\n\n(2)Includes kisan credit card and jewel loans to customers from\nrural and urban areas.\n\n(3)Other industries primarily include developer financing portfolio,\nautomobiles, cement, shipping, food and beverages, chemical and fertilizers, textile, drugs and pharmaceuticals, metal and products (excluding\niron and steel) services – finance and fast moving consumer goods.\n\nSee *“Operating and Financial Review and Prospects—Executive\nSummary—Certain Factors Affecting Our Results of Operations—Trends in fiscal 2026*”.\n\n**Restructured loans**\n\nThe following table sets\nforth, at the dates indicated, gross restructured loans by borrowers’ industry or economic activity and as a percentage of total\ngross restructured loans.\n\n136\n\n[Table of Contents](#a_050)\n\nAt March 31,\n\n2025\n2026\n\nAmount\nAs a percentage of restructured loans\nAmount\nAmount\nAs a percentage of restructured loans\n\n(in millions, except percentages)\n\nRetail finance\nRs.21,587\n91.5%\nRs.16,764\nUS$179\n91.7%\n\nWholesale/Retail Trade\n59\n0.2\n686\n7\n3.8\n\nConstruction\n1,351\n5.7\n220\n2\n1.2\n\nRoads, port, telecom, urban development & other infrastructure\n255\n1.1\n212\n2\n1.2\n\nServices – Non finance\n154\n0.7\n208\n2\n1.1\n\nOthers(1)\n192\n0.8\n183\n2\n1.0\n\nGross restructured loans\nRs.23,598\n100.0%\nRs.18,273\nUS$194\n100.0%\n\nAggregate provision for loan losses\n(900)\n\n(647)\n(7)\n\n**Net restructured loans(2)**\nRs.22,698\n\nRs.17,626\nUS$187\n\n(1)Others primarily include automobile, textiles, food and beverages,\nwholesale/retail trade, services-non finance, services-finance, manufacturing products (excluding metal) and gems and jewellery.\n\n(2)In addition, the Bank holds general provision amounting to Rs.\n4.8 billion at year-end fiscal 2026 (year-end fiscal 2025: Rs. 6.0 billion) on these restructured loans, subject to minimum provisioning\nrequirement as per the guidelines issued by the Reserve Bank of India.\n\n**Key ratios-Asset quality**\n\nThe following table sets forth, for the periods\nindicated, our key ratios on asset quality.\n\nAt or for the year ended March 31,\n\n2025\n2026\n\n(Rs. in millions, except percentages)\n\nGross restructured loans as a percentage of gross loans\n0.16%\n0.11%\n\n-Gross restructured loans\n23,598\n18,273\n\n-Total gross loans\n14,389,294\n16,620,543\n\nGross non-performing loans as a percentage of gross loans\n1.69\n1.41\n\n-Gross non-performing loans\n243,310\n234,273\n\n-Total gross loans\n14,389,294\n16,620,543\n\nNet restructured loans as a percentage of net loans\n0.16\n0.11\n\n-Net restructured loans\n22,698\n17,626\n\n-Total net loans\n14,206,637\n16,446,580\n\nNet non-performing loans as a percentage of net loans(1)\n0.43\n0.37\n\n-Net non-performing loans\n61,554\n60,957\n\n-Total net loans\n14,206,637\n16,446,580\n\nProvision on restructured loans as a percentage of gross restructured loans(2)\n3.81\n3.54\n\n-Provision on restructured loans\n900\n647\n\n-Gross restructured loans\n23,598\n18,273\n\nProvision on non-performing loans as a percentage of gross non-performing loans\n74.70\n73.98\n\n-Provision on non-performing loans\n181,756\n173,316\n\n-Gross non-performing loans\n243,310\n234,273\n\nProvision as a percentage of gross loans(3)\n2.71%\n2.41%\n\n-Provisions\n390,090\n400,090\n\n-Total gross loans\n14,389,294\n16,620,543\n\n(1)Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.\n\n(2)In addition, the Bank holds 25% general provision on restructured assets (including general provision required as per the guidelines\nissued by the Reserve Bank of India).\n\n(3)Includes general provision on standard assets.\n\n137\n\n[Table of Contents](#a_050)\n\n**Net loan write-offs and Provision on non-performing\nloans**\n\nThe table presents net loan write-offs and percentage\nof average loans for the periods indicated.\n\nMarch 31, 2025\nMarch 31, 2026\n\nAverage loan portfolio\n**Net loan write-offs(1)**\n% of average gross loans\n**Net loan write-offs(1)**\n% of average gross loans\n\n(in millions, except percentages)\n\nCommercial loans\nRs.22,684\n0.40%\nRs.(294)\n..\n\nConsumer loans\n59,055\n0.74\n61,538\n0.70%\n\nLease financing\n..\n..\n..\n..\n\nTotal loans\nRs.81,739\n0.60%\nRs.61,244\n0.45%\n\n(1)Net loan write-offs is the difference between gross loan write-offs and recoveries from written-off amounts.\n\nNet loan write-offs as a percentage of our average total loan portfolios were 0.45% in the fiscal\n2026 as compared to 0.60% in the fiscal 2025.\n\nThe following table shows an allocation of ICICI\nGroup’s total provision on non-performing loans and the percentage of loans in each category to total gross loans for the periods\nindicated.\n\nMarch 31, 2025\nMarch 31, 2026\n\nAmount\n% of loans in each category to total gross loans\nAmount\n% of loans in each category to total gross loans\n\n(in millions, except percentages)\n\nCommercial loans\nRs.96,741\n42.8%\nRs.92,086\n44.3%\n\nConsumer loans\n85,015\n57.2\n81,230\n55.7\n\nLease financing\n..\n..\n..\n..\n\nTotal loans\nRs.181,756\n100.0%\nRs.173,316\n100.0%\n\n138\n\n[Table of Contents](#a_050)\n\n**Operating\nand Financial Review and Prospects**\n\nYou should read the following\ndiscussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements.\nThe following discussion is based on our audited consolidated financial statements and accompanying notes prepared in accordance with\nIndian GAAP, which varies in certain significant respects from U.S. GAAP. For a reconciliation of net income and stockholders’ equity\nto U.S. GAAP, a description of significant differences between Indian GAAP and U.S. GAAP and certain additional U.S. GAAP information,\nsee notes 21 and 22 to our consolidated financial statements included herein.\n\n**Executive Summary**\n\n**Introduction**\n\nWe are a diversified financial\nservices group offering a wide range of banking and financial services to corporate and retail customers through a variety of delivery\nchannels. Apart from banking products and services, we offer life and general insurance, asset management, securities brokerage and private\nequity products and services through specialized subsidiaries. Our consolidated total assets at year-end fiscal 2026 were Rs. 29,145.0\nbillion. Our consolidated capital and reserves and surplus, including employees’ stock options outstanding at year-end fiscal 2026,\nwere Rs. 3,630.6 billion and our consolidated net profit (after minority interest) for fiscal 2026 was Rs. 542.1 billion.\n\nOur primary business consists\nof commercial banking operations for retail and corporate customers. Our commercial banking operations for retail customers consist\nof retail lending, deposit taking and other fee-based products and services. We provide a range of commercial banking products and services,\nincluding loan products, fee and commission-based products and services, deposit products, transaction banking and foreign exchange and\nderivatives products to large corporations, middle market companies and small and medium enterprises. We also offer agricultural and rural\nbanking products.\n\nOur international franchise\nfocuses on non-resident Indians for deposits, wealth and remittances businesses and on deepening relationships with well-rated Indian\ncorporates in international markets and multinational companies for maximizing the India-linked trade, transaction banking and lending\nopportunities within our risk management framework. Our overseas banking subsidiaries continue to serve local markets selectively with\na focus on risk and granularity of business.\n\nOur treasury operations include\nthe maintenance and management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange\nand derivatives products and services for corporate customers, such as forward contracts and interest rate and currency swaps.\n\nWe are also engaged in insurance,\nasset management, securities brokerage business and private equity fund management through specialized subsidiaries. Our subsidiaries\nICICI Prudential Life Insurance Company Limited, ICICI Lombard General Insurance Company Limited and ICICI Prudential Asset Management\nCompany Limited, provide a wide range of life insurance, general insurance and asset management products respectively.\n\nOur subsidiaries ICICI Securities\nLimited and ICICI Securities Primary Dealership Limited are engaged in equity underwriting and securities brokerage and primary dealership\nin government securities and fixed income market operations, respectively. Our private equity fund management subsidiary, ICICI Venture\nFunds Management Company Limited transferred the private equity, venture capital and real estate fund management business to ICICI Prudential\nAsset Management Company Limited. ICICI Venture Funds Management Company Limited would continue to undertake certain advisory activities\nas well as manage certain residual funds.\n\n139\n\n[Table of Contents](#a_050)\n\nOur subsidiary, ICICI Pension\nFund Management Limited is a registered pension fund manager under the National Pension System.\n\n**Certain Factors Affecting Our\nResults of Operations**\n\nOur loan portfolio, financial\ncondition and results of operations have been and, in the future would be, influenced by economic conditions in India, global economic\ndevelopments affecting our customers such as changes in commodity prices, oil and energy prices, global supply-chain disruptions and geopolitical\nrisks, conditions in global financial markets, economic conditions in the United States and other foreign countries where we have a significant\npresence or which impact the Indian economy and global markets, evolving global and India’s domestic regulations, developments in\ntechnology and their impact on banking and financial services, and global and regional natural disasters and pandemics such as COVID-19.\nFor ease of understanding the following discussion of our results of operations, you should consider these factors and other key developments.\n\n*Trends in fiscal 2026*\n\nThe global gross domestic product (“GDP”)\ngrew by 2.8% in calendar year 2025. The GDP of advanced economies grew by 1.9% and the GDP of emerging economies grew by 4.4% in calendar\nyear 2025, compared to 1.8% growth in advanced economies and 4.5% for emerging economies in calendar year 2024. Global growth was stable\nthrough calendar year 2025.\n\nGlobal inflation moderated\nto 4.1% in calendar year 2025 (5.8% in calendar year 2024). However, the calendar year 2026 inflation forecast for advanced economies\nhas been revised upward by 0.6% to 2.8% year-on-year since January 2026. The inflation outlook for emerging and developing Asia markets\nhas been revised upwards to 2.6% which is an increase from 1.1% in 2025.\n\nHowever, major policy shifts\nare resetting the global trade system, and together with geopolitical developments, are causing uncertainty in the global economy. A\nkey risk to inflation stems from ongoing global uncertainty, particularly the threat of new U.S. tariffs. In particular, the effects\nof recently imposed tariffs on inflation across countries will depend on whether the tariffs are perceived to be temporary or permanent,\nthe extent to which firms adjust margins to offset increased import costs, and whether imports are invoiced in USD or local currency.\nCross-country effects will differ as economies face a complex mix of shocks, and central banks formulate monetary policy based on domestic\nconditions. Global Brent crude oil prices increased substantially following the onset of the conflict in West Asia in March 2026. India\nis a major oil importing country, with significant reliance on oil and natural gas imports from West Asia. Therefore, the Indian economy\nremains exposed to supply and price shocks.\n\nThe Indian economy grew by 7.7% year-on-year and\n7.1% year-on-year in fiscal 2026 and fiscal 2025 respectively, primarily driven by higher private consumption and investment.\n\nIn fiscal 2026, India’s GDP growth stood\nat 7.7% year-on-year, mainly driven by higher private consumption, which grew by 7.7% year-on-year compared to 5.8% in fiscal 2025. This\nwas due to support by tax cuts, goods and services tax rationalization, easing inflation, and stronger rural demand. India’s gross\nvalue added grew by 7.9% year-on-year in fiscal 2026, driven by higher industrial growth of 8.5% year-on-year and buoyant services growth\nof 9.3% year-on-year, while agricultural growth saw a moderation at 3.0% year-on-year compared to 4.2% in fiscal 2025.\n\nIndia’s merchandise exports were broadly\nflat at USD 446.1 billion in fiscal 2026 compared to USD 442.1 billion in fiscal 2025. Merchandise imports on the other hand rose by 7.5%\nyear-on-year to USD 783.4 billion in fiscal 2026 compared to USD 729.0 billion in fiscal 2025. The trade deficit, hence, rose to\n\n140\n\n[Table of Contents](#a_050)\n\nUSD 337.3 billion in fiscal 2026 as compared to USD 286.9 billion in\nfiscal 2025. However, net services exports have seen an increase to USD 216.6 billion in fiscal 2026 as compared to USD 188.8 billion\nin fiscal 2025. India’s current account deficit stood at USD 25.4 billion or 0.6% of GDP in fiscal 2026. India’s net foreign\nportfolio outflows were at USD 16.4 billion in fiscal 2026, compared to inflows at USD 2.7 billion in fiscal 2025, with equity outflows\nat USD 19.7 billion and debt inflows at USD 3.1 billion. Gross FDI inflows into India were USD 98.3 billion during fiscal 2026, compared\nto inflows of USD 84.2 billion in fiscal 2025. However, the net FDI inflows were USD 6.9 billion in fiscal 2026, compared to USD 1.0 billion\nduring fiscal 2025.\n\nInflation in India as measured\nby the Consumer Price Index came down from 3.56% year-on-year in March 2025 to 3.40% year-on-year in March 2026. The average inflation\nrate during fiscal 2026 was 2.06% year-on-year compared to 4.64% year-on-year in fiscal 2025. The softening in inflation was due to food\ninflation easing to 0.03% in fiscal 2026 compared to 3.54% year-on-year in fiscal 2025, mainly due to normal rainfall and higher food\noutput. Core inflation was also benign at 3.80% year-on-year in fiscal 2026 compared to 3.65% year-on-year in fiscal 2025.\n\nAfter keeping the policy\nrate unchanged for two years, the monetary policy committee entered into an easing cycle, from February 2025 onwards, by a cumulative\namount of 125 basis-points reduction in policy rate, of which 100 basis-points were reduced in fiscal 2026, and reduced the cash reserve\nratio by 100 basis-points from 4.0% to 3.0%, implemented in four equal tranches of 25 basis points on September 6, October 4, November\n1 and November 29, 2025. The reduction in the policy rates was driven by a greater degree of certainty in the decline in headline inflation,\nparticularly food inflation. The policy stance was briefly changed to ‘accommodative’ in April 2025 and then changed back\nto ‘neutral’ in June 2025 and has been unchanged since. Daily average banking system liquidity for fiscal 2026 was at a surplus\nof approximately Rs. 1,793.0 billion. In fiscal 2026, the Reserve Bank of India injected Rs. 13.3 trillion of durable liquidity into the\nbanking system, through various means, including by reducing the cash reserve ratio, engaging in open-market operations and conducting\nforeign exchange swap operations.\n\nMedium-term growth prospects\nare positive, driven by the underlying fundamental domestic drivers of the Indian economy. Supportive monetary policies, tax cuts and\ngovernment spending are expected to boost consumption and growth. However, global trade uncertainties around U.S. tariffs and other trade\npolicies and the West Asia conflict could pose a downside risk to exports and weigh on global growth, which may negatively impact Indian\ngrowth.\n\nDuring fiscal 2026, the Rupee depreciated by 10.9%\nfrom Rs 85.46 per USD at March 31, 2025 to Rs 94.83 per USD at March 31, 2026. The benchmark S&P BSE Sensex declined by 7.06% during\nfiscal 2026 compared to an increase of 4.39% in fiscal 2025. The yields on the benchmark 10-year government securities moved from 6.58%\nat March 31, 2025 to 7.04% at March 31, 2026, which was the highest for the fiscal year too.\n\nCredit extended by the banking\nsystem to non-food sectors grew by 16.1% year-on-year at March 31, 2026 compared to 11% year-on-year at March 31, 2025. According to the\nsectoral breakdown of credit data available, credit growth continued to be driven by services at 19% year-on-year and personal credit\nat 16.2% year-on-year (aided by goods and services tax rationalization) while credit to industry also increased by 15% year-on-year.\n\nMeanwhile, deposit growth\nfor scheduled commercial banks has also picked up, with deposit growth at 13.5% year-on-year for the fortnight ending 31st March 2026\nvs. 10.3% year-on-year growth for the same period in March 2025.\n\nAccording to the Reserve Bank of India’s\nFinancial Stability Report of June 2025, gross non-performing assets of scheduled commercial banks continued to decline, with gross non-performing\nassets\n\n141\n\n[Table of Contents](#a_050)\n\nratio at 1.8% and net non-performing assets ratio at 0.4% at March\n31, 2025 compared to a gross non-performing assets ratio at 2.3% and net non-performing assets ratio at 0.5% at March 31, 2025.\n\n**Business Overview**\n\nIn assessing our performance,\nwe monitor key financial variables such as the change in profit before tax, excluding treasury, and return on equity. We also look at\nthe changes in asset yields, cost of funds, net interest margin, fee income and cost ratios. We also monitor key business indicators,\nsuch as deposit growth, funding mix, loan growth and loan delinquency trends. We re-evaluate underwriting norms and risk management on\nan ongoing basis and assess the financial impact of events on our capital, revenue, credit costs and asset quality. We analyze changes\nin economic indicators such as interest rates, liquidity, exchange rates and the performance of various sectors and sub-sectors of the\neconomy. In addition to these indicators, we monitor other non-financial indicators such as quality of customer service and the extent\nand nature of customer complaints, frauds, cyber-threats, data security and preparedness to address them and estimates of market share\nin key areas of business. We continue to evaluate the impact of climate change risks on the loan portfolio and the environmental, social\nand governance profile of our large borrowers.\n\nSee also “*—Executive\nSummary—Certain Factors Affecting Our Results of Operations—Trends in fiscal 2026*”.\n\nWe have focused on maintaining\nand enhancing our deposit franchise, including by leveraging technology. We have focused on opportunities in retail lending, including\ncross-selling additional products to our existing customers and growing our lending to small and medium businesses, to build a more granular\nportfolio and sustainably improve portfolio quality. We have sought to meet the holistic needs of our corporate clients and their ecosystems.\n\nWe continued to focus on\nmaintaining capital adequacy ratios that are higher than regulatory requirements. As of March 31, 2026, we continued to hold contingency\nprovisions on a prudent basis.\n\n**A discussion of our financial\nperformance in fiscal 2026 is given below:**\n\nProfit before tax excluding\ntreasury income (calculated as profit before tax *less* income from treasury-related activities, both reported separately in operating\nresults data) increased by 6.6% from Rs. 638.2 billion in fiscal 2025 to Rs. 680.5 billion in fiscal 2026.\n\nOperating profit before provisions\nincreased by 6.3% from Rs. 777.6 billion in fiscal 2025 to Rs. 827.0 billion in fiscal 2026 primarily due to an increase in net interest\nincome and other income, offset, in part, by an increase in operating expenses.\n\nNet interest income increased\nby 9.1% from Rs. 973.0 billion in fiscal 2025 to Rs. 1,061.9 billion in fiscal 2026, reflecting an increase of 9.2% in the average volume\nof interest-earning assets.\n\nOther income (including share\nof profit in associates) increased by 8.1% from Rs. 1,084.1 billion in fiscal 2025 to Rs. 1,171.6 billion in fiscal 2026 primarily due\nto an increase in net earned premium and other operating income relating to insurance business, an increase in commission, exchange and\nbrokerage income and an increase in income from treasury related activities. Premium and other operating income relating to insurance\nbusiness increased by 9.5% from Rs. 709.0 billion in fiscal 2025 to Rs. 776.2 billion in fiscal 2026. Commission, exchange and brokerage\nincome increased by 5.6% from Rs. 277.7 billion in fiscal 2025 to Rs. 293.3 billion in fiscal 2026. Income from treasury-related activities\nincreased by 1.0% from Rs. 91.8 billion in fiscal 2025 to Rs. 92.7 billion in fiscal 2026.\n\n142\n\n[Table of Contents](#a_050)\n\nOperating expenses increased\nby 9.9% from Rs. 1,278.0 billion in fiscal 2025 to Rs. 1,403.9 billion in fiscal 2026 primarily due to an increase in payments to and\nprovisions for employees and expenses relating to our insurance business.\n\nProvisions and contingencies\n(excluding provision for tax) increased by 14.9% from Rs. 49.1 billion in fiscal 2025 and Rs. 56.4 billion in fiscal 2026. Provision for\nnon-performing and other assets increased by 52.1% from Rs. 41.3 billion in fiscal 2025 to Rs. 62.8 billion in fiscal 2026. During fiscal\n2025, the Bank received security receipts on sale of fully provided loans to asset reconstruction company. The Bank continued with the\nprovisions under ‘Provision for investments’ by transferring from ‘Provisions from non-performing and other assets’.\nDuring fiscal 2026, following its annual supervisory review, the Reserve Bank of India directed the Bank to make a standard asset provision\nof Rs. 12.8 billion in respect of a portfolio of agricultural priority sector credit facilities wherein the terms of the facilities were\nfound to be not fully compliant with the regulatory requirements for classification as agricultural priority sector lending. Excluding\nthe above provision, as directed by the Reserve Bank of India, and the movement of provision on sale of loans to asset reconstruction\ncompany during fiscal 2025, the provisions for non-performing and other assets in fiscal 2026 decreased as compared to fiscal 2025 primarily\ndue to lower additions to gross non-performing retail and rural advances. The provision coverage ratio was 74.0% at March 31, 2026 compared\nto 74.7% at March 31, 2025.\n\nGross non-performing loans\n(net of write-offs) decreased from Rs. 243.3 billion at year-end fiscal 2025 to Rs. 234.3 billion at year-end fiscal 2026. Net non-performing\nloans decreased from Rs. 61.6 billion at year-end fiscal 2025 to Rs. 61.0 billion at year-end fiscal 2026. The net non-performing loans\nratio was 0.4% at year-end fiscal 2025 and fiscal 2026. See also, *“Risk Factors—Risks Relating to Our Business—If\nthe level of our non-performing assets increases and the overall quality of our loan portfolio deteriorates, our business will suffer.”*\n\nIncome tax expense increased\nfrom Rs. 184.3 billion in fiscal 2025 to Rs. 193.8 billion in fiscal 2026 primarily due to an increase in profit before tax. The effective\ntax rate decreased from 25.3% in fiscal 2025 to 25.1% in fiscal 2026.\n\nThe profit after tax (after minority interest)\nincreased by 6.2% from Rs. 510.3 billion in fiscal 2025 to Rs. 542.1 billion in fiscal 2026.\n\nNet worth (equity share capital, reserves and\nsurplus and employees stock options outstanding) increased from Rs. 3,139.1 billion at year-end fiscal 2025 to Rs. 3,630.6 billion at\nyear-end fiscal 2026 primarily due to the annual accretion to reserves and surplus out of profit, offset, in part, by payment of dividend.\nTotal assets and liabilities increased by 10.3% from Rs. 26,422.4 billion at year-end fiscal 2025 to Rs. 29,145.0 billion at year-end\nfiscal 2026. Total advances increased by 15.8% from 14,206.6 billion at year-end fiscal 2025, to Rs. 16,446.6 billion at year-end fiscal\n2026. Total deposits increased by 11.5% from Rs. 16,416.4 billion at year-end fiscal 2025 to Rs. 18,300.2 billion at year-end fiscal 2026.\n\nThe changes in capital adequacy ratios of ICICI\nBank on an unconsolidated basis (after deducting the proposed dividend for fiscal 2026 from capital funds), in accordance with the Reserve\nBank of India’s guidelines on Basel III, the Prudential Norms on Capital Adequacy, were as follows: common equity Tier 1 risk-based\ncapital ratio increased from 16.0% in fiscal 2025 to 16.4% is fiscal 2026, and Tier 1 risk-based capital ratio increased from 16.0% in\nfiscal 2025 to 16.4% in fiscal 2026, and the total risk-based capital ratio increased from 16.6% in fiscal 2025 to 17.2% in fiscal 2026.\nThe changes in our capital adequacy ratios on a consolidated basis in accordance with the Reserve Bank of India’s guidelines on\nBasel III, at year-end fiscal 2026 were as follows: common equity Tier 1 risk-based capital ratio increased from 15.8% in fiscal 2025\nto 16.3% in fiscal 2026; and Tier 1 risk-based capital ratio increased from 15.8% in fiscal 2025 to 16.3% in fiscal 2026; and total risk-based\ncapital ratio increased from 16.4% in fiscal 2025 to 17.1% in fiscal 2026.\n\n143\n\n[Table of Contents](#a_050)\n\n**Business Outlook**\n\nOver the medium term, the outlook for the Indian\neconomy is positive. India’s economy is expected to grow driven by increases in both investment and consumption. Favorable demographics,\ngrowing digitization and formalization of the economy, domestic demand, services exports, growing urbanization, healthy corporate and\nbank balance sheets and the opportunity for integration into global value chains are some of the key factors expected to drive\nIndia’s growth and create opportunities for the banking and financial sector in India. Supportive monetary policies, tax cuts and\ngovernment spending are expected to support consumption and growth. At the same time, the global economic environment continues to have\nsignificant uncertainties, including evolving government policies, geopolitical tensions and divergent inflation and growth profiles in\ndifferent regions. Global trade uncertainties, energy prices and supply-chain issues, U.S. tariffs and other trade policies could pose\na downside risk to exports and weigh on global growth, which may impact India’s domestic growth. Developments in technology, such\nas AI may present both potential risks and opportunities. While enabling improved services, productivity and capacity for growth, they\nmay intensify competition, and impact employment. Adverse global developments could impact the Indian economy via both trade and financial\nchannels. But India’s foreign exchange reserves and well capitalized financial sector should mitigate the impact of the global developments\non the Indian domestic economy.\n\nOur long-term strategy will\ncontinue to focus on growing profit before tax excluding treasury (calculated as profit before tax *less* income from treasury-related\nactivities, both reported separately in operating results data) within the guardrails of risk and compliance. The Bank focuses on the\nprinciples of ‘Return of Capital’, ‘Fair to Customer, Fair to Bank’. ‘One Bank, One Team’, ‘Agile\nRisk Management’ and ‘Compliance with Conscience’. We focus on creating holistic value propositions for our customers\nby adopting a 360-degree customer-centric approach and capturing opportunities across customer ecosystems and micro markets, leveraging\ninternal synergies, building partnerships and simplifying processes. Cross-functional collaboration among teams has been facilitated to\ntap into key customer and market segments, enabling 360-degree coverage of customers and increasing wallet share. We emphasize deepening\ncoverage and enhancing delivery capabilities while continuing the focus on risk-calibrated profitable growth. We have also streamlined\nour organizational structure and empowered teams to create flexibility and agility in capturing business opportunities. This improves\nour ability to engage with customers and respond to their needs. Simplifying our internal processes to better serve our customers and\nimprove our operating efficiency is a key area of focus. The Bank is committed to strengthening sustainability practices and integrating\nenvironmental, social and governance practices in its operations and business.\n\nWe use technology in our\noperations. We partner with technology companies and platforms to leverage opportunities for growth and enhance the customer experience\nand delivery of services. We leverage technology and analytics for deeper insights into market opportunities, customer needs and behavior.\nWe continue to invest in technology to enhance our offerings to customers as well as the scalability, flexibility and resilience of our\ntechnology architecture. We focus on continuously strengthening our operational resilience to support the seamless delivery of services\nto customers.\n\nWe have over the years grown\nour deposit franchise and improved the credit rating profile of our portfolio. We also improved cost efficiency, scaled up retail and\nsmall business loan growth, calibrated lower rated corporate loan growth and maintained healthy capital adequacy ratios. We have repositioned\nour international franchise to focus on non-resident Indians for deposits, wealth and remittances businesses. Further, through our international\nfranchise we are focusing on deepening relationships with well-rated Indian corporates in international markets as well as multinational\ncompanies to maximize India-linked trade, transaction banking and lending opportunities within our risk management framework. See also,\n“*Business—Strategy*.”\n\n144\n\n[Table of Contents](#a_050)\n\nWe believe that our deposit\nfranchise and competitive funding costs along with our distribution network, customer base and technology-based offerings, underpinned\nby our focus on risk management practices, enable us to pursue growth opportunities profitably. In general, trends in systemic liquidity,\ninterest rates and inflation influence deposit growth, especially with respect to low-cost savings and current account deposits. Deposit\ngrowth also depends on customer behavior and preferences for deposits versus other investment products. Our ability to grow our deposit\nbase may be impacted by increasing competition for such deposits from existing banks and new entrants. Regulatory developments like the\nintroduction of a digital currency by the Reserve Bank of India may also impact our ability to raise low-cost deposits in the medium to\nlong term. We continue to focus on maintaining a resilient balance sheet and strong capital levels.\n\nOur success will be determined\nby our ability to respond to the evolving economic environment, maintain a strong balance sheet with adequate buffers of liquidity and\ncapital, strong risk management, the resilience of our technology infrastructure, and business continuity planning, as well as the behavior\nof our loan portfolio vis-à-vis comparable banks and finance companies. Generally, the success of our strategy depends on several\nfactors, including our ability to grow our deposit base, grow our loan book profitably, contain non-performing loans, resolve stressed\nassets at an early stage, maintain operational resilience, maintain regulatory compliance in an evolving regulatory environment, address\nregulators’ assessments of and observations on our operations, respond appropriately to developments in technology and compete effectively\nin the Indian corporate and retail financial services market including with respect to new players and business model. Regulations governing\nthe financial sector in India, including banking, insurance and asset management, continue to evolve, with a potential impact on the growth\nand profitability of financial services groups such as us. The success of our strategy is also subject to the overall regulatory and policy\nenvironment in which we operate, including the direction of monetary, fiscal and trade policies. Our ability to execute our strategy also\ndepends on the liquidity and interest rate environment and on our ability to ensure stability and resilience while navigating the volatility\nand uncertainty in the macro-economic environment and factors which could affect general business and economic conditions in India in\nrelation to the Bank’s business. See also “*Risk Factors—Risks Relating to Our Business—Our banking and trading\nactivities are particularly vulnerable to interest rate risk and movements in interest rates could adversely affect our net interest margin,\nthe value of our fixed-income portfolio, our income from treasury operations, the quality of our loan portfolio and our financial performance*”.\nWith regard to our overseas banking subsidiaries, the impact on the global economy due to geopolitical factors, inflation and monetary\npolicy, tariffs and other global developments are expected to impact economic growth in Canada and the United Kingdom, which in turn could\nimpact the business of our banking subsidiaries in these countries. See also “*Risk Factors—Risks Relating to Our Business—The\nexposures of our international branches and banking subsidiaries could generally affect our business, financial condition and results\nof operations*.”\n\nFor a detailed discussion\nof risks that we face in our business please refer to “*Risk Factors*”.\n\n145\n\n[Table of Contents](#a_050)\n\n**Operating Results Data**\n\nThe following table sets forth, for the periods\nindicated, our summary operating results.\n\nYear ended March 31,\n\n2025\n2026\n**2026(1)**\n\n(in millions, except per common share data)\n\nSelected income statement data:\n\nInterest earned(2)\nRs.1,863,315\nRs.1,952,185\nUSD 20,806\n\nInterest expended\n(890,277)\n(890,286)\n(9,488)\n\nNet interest income\n973,038\n1,061,899\n11,318\n\nOther income(3)\n1,082,555\n1,168,999\n12,459\n\nNet total income\n2,055,593\n2,230,898\n23,777\n\nOperating expenses\n\nPayments to and provisions for employees\n(236,299)\n(252,586)\n(2,692)\n\nExpenses pertaining to insurance business\n(738,062)\n(818,364)\n(8,722)\n\nOther operating expenses(4)\n(303,639)\n(332,986)\n(3,549)\n\nTotal operating expenses\n(1,278,000)\n(1,403,936)\n(14,963)\n\nOperating profit before provisions\n777,593\n826,962\n8,814\n\nProvisions and contingencies (excluding provision for tax)\n(49,058)\n(56,390)\n(601)\n\nShare of profit in associates\n1,507\n2,629\n28\n\nProfit before tax\n730,042\n773,201\n8,241\n\nProvision for tax\n(184,348)\n(193,839)\n(2,066)\n\nProfit after tax\n545,694\n579,362\n6,175\n\nMinority interest\n(35,402)\n(37,285)\n(397)\n\nNet profit (after minority interest)\n510,292\n542,077\n5,778\n\nProfitability:\n\nNet profit (after minority interest) as a percentage of:\n\nAverage total assets\n2.05%\n2.02%\n\nAverage stockholders’ equity\n17.74\n15.90\n\nPer common share:\n\nEarnings-basic(5)\nRs.72.41\nRs.75.89\nUSD0.81\n\nEarnings-diluted(6)\n71.14\n74.77\n0.80\n\nBook value(7)\nRs.422.08\nRs.486.37\nUSD5.18\n\nDividend payout ratio(8)\n15.35%\n15.85%\n\nCost-to-income ratio(9)\n62.17\n62.93\n\nCost-to-average assets ratio(10)\n5.13\n5.24\n\nCapital\n\nAverage stockholders’ equity as a percentage of average total assets(11)\n11.54%\n12.72%\n\n(1)Rupee amounts for fiscal 2026 have been translated into USD using the exchange rate of Rs. 93.83 = USD 1.00 as set forth in the H.10\nstatistical release of the Federal Reserve Board at March 31, 2026.\n\n(2)Interest earned includes interest on income tax refunds of Rs. 2.0 billion and Rs. 7.3 billion for fiscal 2025 and 2026 respectively.\n\n(3)Includes income from treasury-related activities (net) amounting to Rs. 91.8 billion and Rs. 92.7 billion for fiscal 2025 and 2026\nrespectively.\n\n(4)Includes depreciation on fixed assets and other general office expenses.\n\n(5)Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share before dilutive\nimpact.\n\n(6)Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share adjusted\nfor full dilution. Options to purchase 10,875,037 and 8,722,239 equity shares granted to employees at a weighted average exercise price\nof Rs. 1,022.4 and Rs. 1,355.7 were outstanding at year-end fiscal 2025 and 2026 respectively but were not included in the computation\nof diluted earnings per share as these options were anti-dilutive.\n\n(7)Represents capital, employees’ stock options outstanding and reserves and surplus reduced by deferred tax asset and goodwill\ndivided by equity shares outstanding at year-end fiscal 2026.\n\n146\n\n[Table of Contents](#a_050)\n\n(8)Represents the ratio of total dividends paid on equity share capital as a percentage of net profit (after minority interest). Dividends\nfor a fiscal year are normally paid in the following year.\n\n(9)Represents the ratio of operating expenses to total income. Total income represents the sum of net interest income and other income.\n\n(10)Represents the ratio of operating expenses to average total assets.\n\n(11)Represents the ratio of average stockholders’ equity to average total assets. Average stockholders’ equity represents\naverage capital, employees’ stock options outstanding and reserves and surplus reduced by preference share capital. Average total\nassets represents total of average interest-earning assets and average non-interest earning assets.\n\n**Consolidated Income Information**\n\n**Net Interest Income**\n\nThe following table sets forth, for the periods\nindicated, the principal components of net interest income.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nInterest earned(1)\nRs.1,863,315\nRs.1,952,185\nUSD 20,806\n4.8%\n\nInterest expense\n(890,277)\n(890,286)\n(9,488)\n0.0%\n\nNet interest income\nRs.973,038\nRs.1,061,899\nUSD\n** 11,318**\n\n9.1%\n\n(1)Tax exempt income has not been re-calculated on a tax-equivalent basis.\n\n**Yields, Spreads and Margins**\n\nThe following table sets forth, for the periods\nindicated, the yields, spreads and net interest margins on interest-earning assets.\n\nYear ended March 31,\n\n2025\n2026\n\n(in millions, except percentages)\n\nInterest earned(1)\nRs.1,863,442\nRs.1,952,329\n\nAverage interest-earning assets\n22,053,078\n24,075,951\n\nInterest expense\n890,277\n890,286\n\nAverage interest-bearing liabilities\n17,287,355\n18,578,783\n\nAverage total assets\n24,927,623\n26,792,423\n\nAverage interest-earning assets as a percentage of average total assets\n88.47%\n89.86%\n\nAverage interest-bearing liabilities as a percentage of average total assets\n69.35\n69.34\n\nAverage interest-earning assets as a percentage of average interest-bearing liabilities\n127.57\n129.59\n\nYield\n8.45\n8.11\n\nRupee\n8.68\n8.39\n\nForeign currency\n5.47\n4.66\n\nCost of funds\n5.15\n4.79\n\nRupee\n5.24\n4.89\n\nForeign currency\n4.00\n3.48\n\nSpread(2)\n3.30\n3.32\n\nRupee\n3.44\n3.50\n\nForeign currency\n1.48\n1.18\n\nNet interest margin(3)\n4.41\n4.41\n\nRupee\n4.57\n4.59\n\nForeign currency\n2.33%\n2.15%\n\n147\n\n[Table of Contents](#a_050)\n\n(1)We have re-calculated tax-exempt income on a tax-equivalent basis. The impact of re-calculation of tax-exempt\nincome on a tax equivalent basis was Rs. 144 million for fiscal 2026 as compared to Rs. 127 million for fiscal 2025.\n\n(2)Spread is the difference between the yield on average interest-earning assets and the cost of average\ninterest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest earned to average interest-earning assets.\nCost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.\n\n(3)Net interest margin is the ratio of net interest income to average interest-earning assets. The difference\nin net interest margin and spread arises due to the difference in amount of average interest-earning assets and average interest-bearing\nliabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than the spread\nand if average interest-bearing liabilities exceed average interest-earning assets, net interest margin is less than the spread.\n\nNet interest income increased\nby 9.1% from Rs. 973.0 billion in fiscal 2025 to Rs. 1,062.0 billion in fiscal 2026, reflecting an increase of 9.2% in the average volume\nof interest-earning assets.\n\n*Net interest margin*\n\nThe net interest margin on\nthe rupee portfolio increased by 2 basis points from 4.57% in fiscal 2025 to 4.59% in fiscal 2026 and the net interest margin on the foreign\ncurrency portfolio decreased by 18 basis points from 2.33% in fiscal 2025 to 2.15% in fiscal 2026. Overall net interest margin was at\nthe same level of 4.41% in fiscal 2025 and fiscal 2026. The yield on average interest-earning assets decreased by 34 basis points from\n8.45% in fiscal 2025 to 8.11% in fiscal 2026. The cost of funds decreased by 36 basis points from 5.15% in fiscal 2025 to 4.79% in fiscal\n2026.\n\nThe yield on the rupee portfolio\ndecreased by 29 basis points from 8.68% in fiscal 2025 to 8.39% in fiscal 2026 primarily due to the following:\n\n·The yield on rupee advances decreased by 55 basis points from 9.98% in fiscal 2025 to 9.43% in fiscal\n2026. The yield on rupee investments decreased by 16 basis points from 7.05% in fiscal 2025 to 6.89% in fiscal 2026. The yield on rupee\nother interest-earning assets increased by 2 basis points from 2.51% in fiscal 2025 to 2.53% in fiscal 2026.\n\n·The yield on rupee advances decreased primarily due to repo rate reduction and incremental lending at\nlower yields.\n\nAt March 31, 2026, of the\ntotal India domestic loan book of ICICI Bank on a non-consolidated basis, 31% had fixed interest rates, 56% had interest rates linked\nto the repo rate and other external benchmarks and 13% had interest rates linked to our marginal cost of funds based lending rate and\nother, older benchmarks. The differential movements in the external benchmark rates compared to cost of funds impact our net interest\nincome and net interest margin. The Reserve Bank of India reduced the repo rate by 125 basis points from 6.50% in February 2025 to 5.25%\n(25 basis points in February 2025, 25 basis points in April 2025, 50 basis points in June 2025 and 25 basis points in December 2025).\nOur marginal cost of funds based lending rate declined by 75 basis points from 9.10% to 8.35% (25 basis points in April 2025, 10 basis\n\n148\n\n[Table of Contents](#a_050)\n\npoints in May 2025, 25 basis points in June 2025\nand 15 basis points in September 2025). These reductions resulted in reduction in yield on the Bank’s loan portfolio in fiscal 2026.\nFuture movement in the yield on advances will depend on the increase or decrease in the repo rate, our marginal cost of funds based lending\nrate and interest rates generally prevailing in the banking sector. See also “*Business—Loan Portfolio—Loan Pricing*”.\n\n·The yield on interest-earning rupee government securities decreased primarily due to new investment in\ngovernment securities at lower market yields. The yield on investments, other than government securities, decreased primarily due to a\ndecrease in yield on commercial papers and pass-through certificates and an increase in the proportion of certificate of deposits, which\nare lower yielding.\n\n·The yield on other interest-earning rupee assets increased by 2 basis points from 2.51% in fiscal 2025\nto 2.53% in fiscal 2026, primarily due to an increase in average balance with the U.S. Federal Reserve System, decrease in proportion\nof Rural Infrastructure Development Fund (“RIDF”) deposits, which are lower yielding and decrease in average balance with\nthe Reserve Bank of India, which does not earn any interest, offset, in part, by a decrease in yield on balance with the U.S. Federal\nReserve System and increase in proportion of call and term money lending.\n\n·Interest on tax refunds increased from Rs. 2.0 billion in fiscal 2025 to Rs. 7.3 billion in fiscal 2026.\nThe receipt, amount and timing of such income depend on the nature and timing of determinations by tax authorities and hence are neither\nconsistent nor predictable.\n\nThe cost of funds for the\nrupee portfolio decreased by 35 basis points from 5.24% in fiscal 2025 to 4.89% in fiscal 2026 primarily due to the following factors:\n\n·The cost of rupee deposits decreased by 28 basis points from 4.94% in fiscal 2025 to 4.66% in fiscal 2026\ndue to a decrease in cost of savings and term deposits.\n\nThe cost of rupee\nterm deposits decreased by 20 basis points from 6.68% in fiscal 2025 to 6.48% in fiscal 2026. The cost of savings account deposits decreased\nby 56 basis points from 3.16% in fiscal 2025 to 2.60% in fiscal 2026. The average rupee current account and savings account deposits as\na percentage of total average rupee deposits were at a similar level of 39.3% in fiscal 2025 and 39.2% in fiscal 2026. From the last quarter\nof fiscal 2025 to last quarter of fiscal 2026, the Reserve Bank of India reduced the repo rate by a total of 125 basis points from 6.50%\nto 5.25%. This resulted in lower deposit costs in fiscal 2026 due to repricing of term deposits at lower rates and reduction of savings\naccount interest rates.\n\n·The cost of rupee borrowings decreased by 57 basis points from 7.25% in fiscal 2025 to 6.68% in fiscal\n2026 primarily due to a decrease in the cost of rupee borrowings of ICICI Bank, ICICI Securities Primary Dealership Limited, ICICI Home\nFinance Company Limited and ICICI Securities Limited. The cost of rupee borrowings of ICICI Bank decreased primarily due to a decrease\nin the cost of interbank participatory certificate, Reserve Bank of India borrowings under the liquidity adjustment facility and the refinance\nand redemption of higher cost privately placed deep discount bonds. The cost of rupee borrowings of ICICI Securities Primary Dealership\nLimited decreased primarily due to a decrease in cost of Reserve Bank of India borrowings, repo borrowings, call, notice and term borrowings.\nThe cost of rupee borrowings of ICICI Home Finance Company Limited decreased primarily due to maturity of higher cost borrowings and fresh\n\n149\n\n[Table of Contents](#a_050)\n\nborrowings at lower cost. The cost of\nrupee borrowings of ICICI Securities Limited decreased primarily due to a decrease in cost of commercial paper borrowings.\n\nThe total average\nrupee deposits of the Bank as a percentage of total average rupee funding increased from 91.4% in fiscal 2025 to 93.4% in fiscal 2026.\n\nNet interest margin on the\nforeign currency portfolio decreased by 18 basis points from 2.33% in fiscal 2025 to 2.15% in fiscal 2026. Average interest-earning foreign\ncurrency assets increased by 14.0% from Rs. 1,586.0 billion in fiscal 2025 to Rs. 1,807.3 billion in fiscal 2026. Average interest-bearing\nforeign currency liabilities increased by 4.2% from Rs. 1,247.1 billion in fiscal 2025 to Rs. 1,300.1 billion in fiscal 2026. During fiscal\n2026, the Bank continued to convert a part of its rupee liquidity into foreign currency and deploy the same in foreign currency placements/investments.\nThis has resulted in average foreign currency assets being significantly higher than average foreign currency liabilities.\n\nThe yield on our foreign\ncurrency portfolio decreased by 81 basis points from 5.47% in fiscal 2025 to 4.66% in fiscal 2026, primarily due to the following:\n\n·The yield on average foreign currency interest-earning assets of the Bank decreased by 92 basis points\nfrom 5.58% in fiscal 2025 to 4.66% in fiscal 2026, primarily due to a decrease in the yield on average advances and investments. The yield\non advances decreased by 124 basis points from 6.18% in fiscal 2025 to 4.94% in fiscal 2026 primarily due to reduction in benchmark SOFR\nrate.\n\n·The yield on average interest-earning assets of ICICI Bank UK PLC decreased primarily due to a\ndecrease in yield on average advances and other interest earning assets, offset, in part, by an increase in yield of average\ninvestments.\n\n·The yield on average interest-earning assets of ICICI Bank Canada decreased primarily due to a decrease\nin yield on average advances, investments and other interest earning assets.\n\nThe cost of funds for the\nforeign currency portfolio decreased by 52 basis points from 4.00% in fiscal 2025 to 3.48% in fiscal 2026, due to decrease in cost of\nforeign currency deposits and borrowings.\n\n·The cost of funds of ICICI Bank Canada, ICICI Bank UK PLC and ICICI Bank decreased in fiscal 2026 as\ncompared to fiscal 2025 primarily due to a decrease in cost of borrowings and deposits due to decreases in benchmark interest\nrates.\n\nOur yield on advances, interest\nearned, net interest income and net interest margin are impacted by systemic liquidity conditions, movements in interest rates, the competitive\nenvironment, the level of additions to non-performing loans, regulatory developments, monetary policy and economic and geopolitical factors.\nThese developments may have an adverse impact on the net interest margin. The timing and amount of recoveries and interest on income tax\nrefund is uncertain.\n\n*Interest-earning assets*\n\nThe average volume of interest-earning\nassets increased by 9.2% from Rs. 22,053.2 billion in fiscal 2025 to Rs. 24,076.0 billion in fiscal 2026. The increase in average interest-earning\nassets was primarily due to an increase in average advances by Rs. 1,314.5 billion, average investments by Rs. 513.4 billion and increase\nin average other interest-earning assets by Rs. 195.0 billion.\n\nThe average volume of rupee\ninterest-earning assets increased by 8.8% from Rs. 20,467.1 billion in fiscal 2025 to Rs. 22,268.7 billion in fiscal 2026 primarily due\nto an increase in average advances and investments. Average rupee advances increased by 10.8% from Rs. 12,747.8 billion in fiscal 2025\nto Rs.\n\n150\n\n[Table of Contents](#a_050)\n\n14,127.7 billion in fiscal 2026. Average rupee\ninvestments increased by 7.4% from Rs. 6,626.6 billion in fiscal 2025 to Rs. 7,117.7 billion in fiscal 2026, primarily due to an increase\nin investments in securities other than Government of India securities. Average other rupee interest-earning assets decreased by 6.4%\nfrom Rs. 1,092.7 billion in fiscal 2025 to Rs. 1,023.3 billion in fiscal 2026, primarily due to a decrease in balances with the Reserve\nBank of India to maintain cash reserve ratio and Rural Infrastructure Development Fund deposits, offset, in part, by an increase in call\nmoney lent.\n\nThe average volume of foreign\ncurrency interest-earning assets increased by 14.0% from Rs. 1,586.0 billion in fiscal 2025 to Rs. 1,807.3 billion in fiscal 2026. Average\nforeign currency advances decreased by 6.5% from Rs. 1,011.7 billion in fiscal 2025 to Rs. 946.2 billion in fiscal 2026. Average other\nforeign currency interest-earning assets increased by 60.5% from Rs. 437.2 billion in fiscal 2025 to Rs. 701.7 billion in fiscal 2026,\nprimarily due to an increase in balances with US Federal Reserve. Average foreign currency investments increased by 16.3% from Rs. 137.1\nbillion in fiscal 2025 to Rs. 159.3 billion in fiscal 2026.\n\n*Interest-bearing liabilities*\n\nAverage interest-bearing\nliabilities increased by 7.5% from Rs. 17,287.4 billion in fiscal 2025 to Rs. 18,578.8 billion in fiscal 2026, primarily due to an increase\nin average deposits by Rs. 1,456.4 billion, offset, in part, by a decrease in average borrowings by Rs. 164.9 billion.\n\nAverage interest-bearing\nrupee liabilities increased by 7.7% from Rs. 16,040.2 billion in fiscal 2025 to Rs. 17,278.7 billion in fiscal 2026. Average rupee time\ndeposits increased by 9.8% from Rs. 8,474.3 billion in fiscal 2025 to Rs. 9,302.9 billion in fiscal 2026. Average rupee current account\nand savings account deposits increased by 9.1% from Rs. 5,494.6 billion in fiscal 2025 to Rs. 5,995.4 billion in fiscal 2026. Average\nrupee borrowings decreased by 4.4% from Rs. 2,071.3 billion in fiscal 2025 to Rs. 1,980.4 billion in fiscal 2026. Average borrowings of\nICICI Bank decreased primarily due to a decrease in interbank participatory certificates, privately placed bonds, bullion borrowings,\nterm money borrowings and refinance borrowings.\n\nAverage\ninterest-bearing foreign currency liabilities increased by 4.2% from Rs. 1,247.1 billion in fiscal 2025 to Rs. 1,300.1 billion in\nfiscal 2026 due to an increase in time deposits and current account deposits, offset, in part, by a decrease in borrowings. Average\nforeign currency borrowings decreased by 13.9% from Rs. 533.9 billion in fiscal 2025 to Rs. 459.9 billion in fiscal 2026, primarily\ndue to an increase in foreign currency borrowings of ICICI Bank. Average foreign currency deposits increased by 17.8% from Rs. 713.2\nbillion in fiscal 2025 to Rs. 840.2 billion in fiscal 2026. Average foreign currency deposits of ICICI Bank increased primarily due\nto an increase in foreign currency non-resident deposits. Average foreign currency deposits of ICICI Bank UK PLC increased primarily\ndue to an increase in corporate deposits. Average foreign currency deposits of ICICI Bank Canada increased primarily due to foreign\nexchange translation effect. In Canadian dollar (“CAD”) terms, deposits decreased primarily due to decrease in term\ndeposits.\n\nSee also “*Risk Factors—Risks Relating\nto Our Business—Our banking and trading activities are particularly vulnerable to interest rate risk and movements in interest\nrates could adversely affect our net interest margin, the value of our fixed-income portfolio, our income from treasury operations, the\nquality of our loan portfolio and our financial performance*”.\n\n151\n\n[Table of Contents](#a_050)\n\n**Other Income**\n\nThe following table sets forth, for the periods\nindicated, the principal components of other income.\n\n**Year ended March 31,**\n\n**2025**\n\n**2026**\n\n**2026**\n\n**2026/2025\n% change**\n\n**(in millions, except percentages)**\n\nCommission, exchange and brokerage\n\nRs.\n277,662\n\nRs.\n293,302\n\nUSD\n3,126\n\n5.6\n%\n\nIncome from treasury-related activities net)\n\n91,846\n\n92,725\n\n989\n\n1.0\n\n- Profit/(loss) on exchange/derivatives transactions (net)\n\n39,505\n\n53,072\n\n566\n\n34.3\n\n-Profit/(loss) on other treasury-related activities(1)\n\n52,341\n\n39,653\n\n423\n\n(24.2\n)\n\nProfit/(loss) on sale of land, buildings and other assets (net)\n\n439\n\n2,886\n\n31\n\n-\n\nPremium and other operating income from insurance business\n\n709,008\n\n776,242\n\n8,273\n\n9.5\n\nMiscellaneous income\n\n5,107\n\n6,473\n\n69\n\n26.7\n\n- Share of profit in associates\n\n1,507\n\n2,629\n\n28\n\n74.4\n\n-Others\n\n3,600\n\n3,844\n\n41\n\n6.8\n\n**Total other income (including share of profit in associates) **\n\n**Rs.**\n**1,084,062**\n\n**Rs.**\n**1,171,628**\n\n**USD**\n**12,488**\n\n**8.1**\n**%**\n\n(1)Includes profit/(loss) on the sale of investments and on revaluation of investments.\n\nOther income primarily includes income pertaining\nto our insurance business, commission, exchange and brokerage income, profit/ (loss) on treasury-related activities and other miscellaneous\nincome.\n\nOther income (including share of profit in associates)\nincreased by 8.1% from Rs. 1,084.1 billion in fiscal 2025 to Rs. 1,171.6 billion in fiscal 2026, primarily due to an increase in net earned\npremium and other operating income relating to insurance business, an increase in commission, exchange and brokerage income and an increase\nin income from treasury related activities.\n\n*Commission, exchange and brokerage*\n\nCommission, exchange and brokerage income primarily\nincludes fees from our banking business as well as fee and brokerage income of our securities brokerage, asset management and private\nequity fund management subsidiaries. The fee income of our banking business includes fees from retail customers such as lending-linked\nfees and transaction banking fee such as credit card related fees, debit card related fees and service charges on retail deposit accounts,\nand commercial banking fees, such as lending linked fees, and transaction banking fees such as fees on cash management services, commission\non bank guarantees, letters of credit and bills discounting.\n\nCommission, exchange and brokerage income increased from Rs. 277.7\nbillion in fiscal 2025 to Rs. 293.3 billion in fiscal 2026, primarily due to an increase in transaction banking fees, lending-linked fees,\nand fund management fees. Transaction banking fees increased from Rs. 134.4 billion in fiscal 2025 to Rs.137.9 billion in fiscal 2026\nprimarily due to an increase in fee income from debit cards. Lending-linked fees increased from Rs. 48.2 billion in fiscal 2025 to Rs.\n55.3 billion in fiscal 2026. Fund management fees increased from Rs. 47.9 billion in fiscal 2025 to Rs. 59.0 billion in fiscal 2026. Securities\nbrokerage income decreased from Rs. 20.7 billion in fiscal 2025 to Rs. 16.6 billion in fiscal 2026. Third party products distribution\nfees increased from Rs. 11.7 billion in fiscal 2025 to Rs. 11.9 billion in fiscal 2026.\n\n152\n\n[Table of Contents](#a_050)\n\n*Income from Treasury-Related Activities (Net)*\n\nIncome from treasury-related activities includes\nincome from the sale of investments and the revaluation of investments on account of changes in unrealized profit/(loss) in the fixed\nincome, equity and preference share portfolio, units of venture capital and private equity funds, units of mutual funds and security receipts\nissued by asset reconstruction companies. Further, it also includes income from foreign exchange transactions, consisting of various foreign\nexchange and derivatives transactions with clients, including options and swaps.\n\nIncome from treasury-related activities increased\nfrom Rs. 91.8 billion in fiscal 2025 to Rs. 92.7 billion in fiscal 2026.\n\nIncome from our equity portfolio were at similar\nlevel of Rs. 27.3 billion in fiscal 2025 and Rs. 27.4 billion in fiscal 2026.\n\nThere was a gain of Rs. 8.4 billion in our\ngovernment securities portfolio and other fixed income positions in fiscal 2026 primarily due to softening of yields on government securities\nand higher trading gains, as compared to a gain of Rs. 17.7 billion in fiscal 2025.\n\nIncome from foreign exchange transactions, including\ntransactions with clients and margins on derivatives transactions with clients, increased from Rs. 39.5 billion in fiscal 2025 to Rs.\n53.1 billion in fiscal 2026.\n\n*Premium and other operating income from our\ninsurance business*\n\nPremium and other operating income from our insurance\nbusiness includes net premium income, fee and commission income, surrender charges and income on foreclosure of policies. Premium and\nother operating income relating to insurance business increased by 9.5% from Rs. 709.0 billion in fiscal 2025 to Rs. 776.2 billion in\nfiscal 2026 due to an increase in income from both our life insurance and general insurance business.\n\nThe net premium income of our life insurance subsidiary\nincreased by 12.4% from Rs. 471.9 billion in fiscal 2025 to Rs. 530.4 billion in fiscal 2026. The premium income (gross of premium on\nreinsurance ceded) of ICICI Prudential Life Insurance Company Limited increased by 8.5% from Rs. 489.5 billion in fiscal 2025 to Rs. 531.3\nbillion in fiscal 2026 primarily due to an increase in group premiums and retail renewal premiums. Net group premiums increased by 16.4%\nfrom Rs. 134.1 billion in fiscal 2025 to Rs. 156.1 billion in fiscal 2026. The net retail renewals premium increased by 7.5% from Rs.\n255.1 billion in fiscal 2025 to Rs. 274.3 billion in fiscal 2026. Premiums on reinsurance ceded increased by 5.8% from Rs. 16.9 billion\nin fiscal 2025 to Rs. 17.9 billion in fiscal 2026. Fee and other life insurance-related income of our life insurance subsidiary increased\nmarginally by 1.5% from Rs. 26.6 billion in fiscal 2025 to Rs. 27.0 billion in fiscal 2026.\n\nIncome from our general insurance business increased\nby 12.4% from Rs. 210.5 billion in fiscal 2025 to Rs. 236.7 billion in fiscal 2026. Gross premium income of our general insurance subsidiary\nincreased from Rs. 282.6 billion in fiscal 2025 to Rs. 306.2 billion in fiscal 2026 primarily due to an increase in health and motor line\nof business. Effective October 1, 2024, pursuant to the IRDAI Master Circular on General Insurance dated June 11, 2024, premium on long-term\nproducts is recognized proportionately over the policy period on a 1/n basis, rather than upfront for the full policy term. Premiums on\nreinsurance ceded decreased by 3.4% from Rs. 75.0 billion in fiscal 2025 to Rs. 72.4 billion in fiscal 2026.\n\n153\n\n[Table of Contents](#a_050)\n\n*Miscellaneous income*\n\nMiscellaneous income increased from Rs. 5.1 billion\nin fiscal 2025 to Rs. 6.5 billion in fiscal 2026, primarily due to increase in share of profit in associates.\n\n**Operating Expense**\n\nThe following table sets forth, for the periods\nindicated, the principal components of operating expense.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nPayments to and provisions for employees\nRs.236,299\nRs.252,586\nUSD 2,692\n6.9%\n\nDepreciation on own property\n25,972\n30,303\n323\n16.7%\n\nAuditor’s fees and expenses\n349\n382\n4\n9.5%\n\nExpenses pertaining to insurance business\n738,062\n818,364\n8,722\n10.9%\n\nOther operating expenses\n277,318\n302,301\n3,220\n9.0%\n\nTotal operating expenses\nRs.1,278,000\nRs.1,403,936\nUSD\n**14,961**\n\n9.9%\n\nOperating expenses primarily include expenses\nrelating to our insurance business, payments to and provisions for employees and other operating expenses. Operating expenses increased\nby 9.9% from Rs. 1,278.0 billion in fiscal 2025 to Rs. 1,403.9 billion in fiscal 2026 primarily due to an increase in payments to and\nprovisions for employees and expenses relating to our insurance business.\n\n*Payments to and provisions for employees*\n\nEmployee expenses increased by 6.9% from Rs. 236.3\nbillion in fiscal 2025 to Rs. 252.6 billion in fiscal 2026. Our employee base, including sales executives, employees on fixed-term contracts\nand interns, decreased from 182,665 at year-end fiscal 2025 to 174,666 at year-end fiscal 2026.\n\nThe new Labour Codes were notified by the government\nduring November 2025, pursuant to which ICICI Group charged an amount of Rs. 2.1 billion to the profit and loss account based on certain\nestimates and assumptions. The supporting rules and certain key clarifications are awaited, and the interpretations and industry practices\nare still developing. The above impact estimates will be re-assessed and finalized based on the final rules, industry practices and any\nrevisions to the ICICI Group’s staff emoluments from time to time.\n\nThe employee expenses of ICICI Bank increased\nby 8.7% from Rs. 165.4 billion in fiscal 2025 to Rs. 179.7 billion in fiscal 2026. Employee expenses increased primarily due to an increase\nin salary cost, provision for performance bonus, performance-linked retention pay, provision for retirement benefit obligations and fair\nvalue accounting of employee stock options. Salary cost increased primarily due to annual increments and promotions, offset, in part,\nby decrease in average staff strength. The average employee base of ICICI Bank, including sales executives, employees on fixed-term contracts\nand interns, decreased by 4.6% from 134,567 employees in fiscal 2025 to 128,311 employees in fiscal 2026. The provision for retirement\nbenefit obligations increased primarily due to decrease in valuation of underlying assets, offset, in part, by increase in discount rate\nlinked to G-Sec yields.\n\n154\n\n[Table of Contents](#a_050)\n\nThe employee expenses of ICICI Lombard General\nInsurance Company Limited increased by 13.8% from Rs. 15.2 billion in fiscal 2025 to Rs. 17.3 billion in fiscal 2026. The employee expenses\nof ICICI Home Finance Company Limited increased by 21.4% from Rs. 4.7 billion in fiscal 2025 to Rs. 5.8 billion in fiscal 2026.\n\n*Depreciation*\n\nDepreciation on owned properties increased by\n16.7 % from Rs. 26.0 billion in fiscal 2025 to Rs. 30.3 billion in fiscal 2026.\n\n*Other operating expenses*\n\nOther operating expenses primarily include rent,\ntaxes and lighting, advertising and publicity, repairs and maintenance, direct marketing agency expenses, premiums paid on purchases of\npriority sector lending certificates and other expenditures. Other operating expenses for ICICI Group increased by 9.0% from Rs. 277.3\nbillion in fiscal 2025 to Rs. 302.3 billion in fiscal 2026.\n\nOther operating expenses of the Bank increased\nby 13.0% from Rs. 237.0 billion in fiscal 2025 to Rs. 267.9 billion in fiscal 2026 primarily due to an increase in premiums paid towards\nPriority Sector Lending Certificates, repairs and maintenance, technology related expenses, direct marketing agency expenses, rents, taxes\nand lighting, insurance expenses, offset, in part, by a decrease in advertisement and publicity.\n\nOther operating expenses of our asset management\nsubsidiary increased from Rs. 7.8 billion in fiscal 2025 to Rs. 8.9 billion in fiscal 2026 primarily due to an increase in business volume\nlinked alternative investment funds (“AIFs”)/portfolio management services (“PMS”) brokerage and other overheads.\n\nOther operating expenses of our home finance subsidiary\nincreased from Rs. 4.2 billion in fiscal 2025 to Rs. 4.7 billion in fiscal 2026 primarily due to an increase in customer acquisition expenses,\nprofessional and legal expenses, travelling and conveyance and other administrative expenses.\n\nOther operating expenses of our life insurance\nsubsidiary decreased from Rs. 20.2 billion in fiscal 2025 to Rs. 12.8 billion in fiscal 2026 primarily due to a decrease in advertisement\nexpenses.\n\nOther operating expenses of our securities subsidiary\ndecreased from Rs. 8.8 billion in fiscal 2025 to Rs. 6.7 billion in fiscal 2026 primarily due to a decrease in partner payouts, marketing\nexpenses and rental costs.\n\n*Expenses related to our insurance business*\n\nExpenses related to our insurance business include\nclaims and benefit payouts, commission expenses and reserves for actuarial liability (including the investible portion of the premium\non unit-linked policies of our life insurance business). Expenses relating to our insurance business were Rs. 738.1 billion in fiscal\n2025 and Rs. 818.4 billion in fiscal 2026.\n\nThe expenses related to our life insurance subsidiary\nincreased by 9.8% from Rs. 543.8 billion in fiscal 2025 to Rs. 597.1 billion in fiscal 2026 primarily due to an increase in claims paid\nfrom Rs. 91.4 billion in fiscal 2025 to Rs. 151.4 billion in fiscal 2026, commission paid from Rs. 48.6 billion in fiscal 2025 to Rs.\n57.3 billion in fiscal 2026, offset, in part, by a decrease in provisions for policy holder liabilities (non-linked) from Rs. 171.7 billion\nin fiscal 2025 to Rs. 148.7 billion in fiscal 2026.\n\nThe reserves for the actuarial liability of the\nlife insurance business for the investible portion of the premium on unit-linked policies increased by 2.6% from Rs. 233.9 billion in\nfiscal 2025 to Rs. 240.0\n\n155\n\n[Table of Contents](#a_050)\n\nbillion in fiscal 2026 in line with business number. The investible\nportion of the premium on linked policies of our life insurance business represents the amount of premium, including renewal premium received\non linked policies of life insurance business invested, after deducting charges and the premium for risk coverage, in the underlying fund.\n\nThe expenses related to our general insurance\nsubsidiary increased from Rs. 194.3 billion in fiscal 2025 to Rs. 221.3 billion in fiscal 2026 primarily due to an increase in commission\nexpenses and claims and benefit payouts. Net commission expense increased from Rs. 38.4 billion in fiscal 2025 to Rs. 44.8 billion in\nfiscal 2026 primarily due to an increase in commission expense majorly on motor and health line of business. Claims/ benefits paid increased\nby 13.2% from Rs. 139.9 billion in fiscal 2025 to Rs. 158.3 billion in fiscal 2026 due to an increase in net incurred claims in motor\nand health line of business. Loss ratio (net claim incurred / net premium earned) increased from 70.6% at year-end fiscal 2025 to 71.1%\nat year-end fiscal 2026 due to increase in claim for motor line of business.\n\nSee also “*Business—Overview of\nOur Products and Services—Insurance*”.\n\n**Provisions and Contingencies (Excluding Provisions\nfor Tax)**\n\n*Provisions for Non-Performing Loans and Restructured\nLoans*\n\nThe Bank classifies its assets, including those\nin overseas branches, as performing and non-performing in accordance with the Reserve Bank of India guidelines. The Bank’s home\nfinance subsidiary classifies its loans and other credit facilities in accordance with the guidelines of the Reserve Bank of India. Under\nthe Reserve Bank of India guidelines, non-performing assets are classified into sub-standard, doubtful and loss assets based on certain\npre-defined criteria. Loans held at overseas branches that are identified as impaired as per host country regulations, but which are standard\nas per Reserve Bank of India guidelines, are identified as non-performing assets to the extent the loan amount is outstanding in the host\ncountry. Loans in the Bank’s United Kingdom subsidiary are classified as impaired if there is objective evidence of impairment as\na result of one or more events that occurred after the initial recognition of the loan(a loss event), and that loss event (or events)\nhas an impact on the estimated future cash flows of the loans that can be reliably estimated. Loans in the Bank’s Canadian subsidiary\nare considered credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that loan\nhave occurred.\n\nA loan is classified as restructuring where a\nconcessionary modification such as changes in repayment period, principal amount, repayment installment or a reduction in rate of interest,\nhas been made and the loan is downgraded to non-performing. The restructuring of loans in the event of a natural disaster, restructuring\ninvolving deferment of date of commencement of commercial operations for projects under implementation and restructuring for certain medium\nand small medium enterprises continue to be classified as standard restructured loans. Further, the Reserve Bank of India provides a prudential\nframework to implement a resolution plan in respect of eligible borrowers, while classifying such exposures as standard, subject to specified\nconditions.\n\nThe Bank has enhanced internal controls for the\nidentification of non-performing assets, including the review of loan accounts for certain conditions primarily related to size, credit\nrating and number of days past due.\n\nThe Bank makes provisions on assets based on their\nclassification as standard, sub-standard, doubtful or loss, as per internal provisioning norms, subject to minimum provisioning requirements\nof the Reserve Bank of India. Loss assets and the unsecured portion of doubtful assets are fully provided for or written off as required\nby the Reserve Bank of India guidelines. For loans and advances of overseas branches, the Bank makes provisions as per internal provisioning\nnorms or host country regulations, whichever is\n\n156\n\n[Table of Contents](#a_050)\n\nhigher. The Bank holds specific provisions against non-performing loans\nand advances and against certain performing loans and advances in accordance with the Reserve Bank of India directions. The Bank’s\nUnited Kingdom subsidiary maintains provision for loan losses at a level that management considers adequate to absorb identified credit\nrelated losses as well as losses that have occurred but are not yet identifiable. The Bank’s Canadian subsidiary maintains provision\nfor all financial assets using expected credit loss model. The expected credit loss for impaired financial assets is computed based on\nan individual assessment of expected cash flows from such assets.\n\nIn respect of non-retail loans reported as frauds\nto the Reserve Bank of India and classified in the doubtful category, the entire amount, without considering the value of any security,\nis provided for over a period not exceeding four quarters starting from the quarter in which fraud has been detected. In respect of non-retail\nloans where there has been a delay in reporting the fraud to the Reserve Bank of India or which are classified as loss accounts, the entire\namount is provided for immediately. In the case of fraud in retail accounts, the entire amount is provided for immediately. We make provisions\non restructured/rescheduled loans and advances in accordance with the applicable Reserve Bank of India guidelines on restructuring of\nloans and advances by banks.\n\nIn addition to the specific provision on non-performing\nassets, we maintain a general provision on standard loans and advances and restructured/rescheduled loans and advances at rates prescribed\nby the Reserve Bank of India. For standard loans and advances in overseas branches, we hold a general provision at the higher of host\ncountry regulatory requirements and the Reserve Bank of India requirements. The Bank also makes additional general provision on loans\nto specific borrowers in specific stressed sectors, exposures to step-down subsidiaries of Indian companies. Further, the Reserve Bank\nof India guidelines on “Resolution Framework for COVID-19-related Stress” provides a prudential framework for resolution plan\nof certain loans. The Reserve Bank of India guidelines require banks to hold minimum 10% of provisions on these loans. The Bank makes\ngeneral provisions on such loans at rates equal to or higher than requirements stipulated in the Reserve Bank of India guidelines.\n\nThe Bank, on a prudent basis, has made contingency\nprovisions on certain loan portfolios. The Bank also makes additional contingency provisions on certain standard assets. The contingency\nprovisions are included in ‘Other Liabilities and Provisions’.\n\n*Non-Performing Loans Strategy*\n\nIn respect of non-viable non-performing loans,\nwhere borrowers have lost financial viability, we adopt an approach aimed at out-of-court settlements, enforcing collateral, driving consolidation\nand seeking resolution under the Insolvency and Bankruptcy Code under specific circumstances, which, among other measures, includes recovery\nthrough the sale of a borrower’s assets in a time-bound manner. Our focus is on time value of recovery and a pragmatic approach\ntowards settlements. The collateral against our loan assets is the critical factor towards the success of our recovery efforts. In certain\naccounts where the value of collateral against our loan has been eroded, we undertake charge-offs against loan loss allowances held. However,\nwe continue to pursue recovery efforts in these accounts, either jointly along with other lenders or individually through legal recourse\nand settlements. We are also adopting an online dispute resolution mechanism (entailing mediation, conciliation or arbitration or combination\nthereof administered by an independent institution) for speedy resolution of claims and disputes of certain retail assets and services\nas an alternative to approaching courts or tribunals. In addition, we focus on proactive management of accounts under supervision. Our\nstrategy is aimed at early-stage solutions to incipient problems.\n\nOur strategy for resolution of non-performing\nassets includes sales of financial assets to asset reconstruction companies in exchange for receipt of securities in the form of pass-through\ninstruments issued by asset reconstruction companies, wherein payments to holders of the securities are based on the\n\n157\n\n[Table of Contents](#a_050)\n\nactual realized cash flows from the transferred assets. Under Indian\nGAAP, these instruments are valued at the net asset values as declared by the asset reconstruction companies and provisions are held as\nper internal norms, subject to minimum provisioning requirements of the Reserve Bank of India. Under U.S. GAAP, the assets we sell in\nexchange for security receipts are not accounted for as sales either because transfers do not qualify for sale accounting under FASB ASC\nTopic 860, “Transfers and servicing”, or transfers were impacted by FASB ASC Subtopic 810-10, “Consolidation –\noverall”, whereby, because the Bank is the ‘primary beneficiary’ of certain of these funds/trusts, it is required under\nU.S. GAAP to consolidate these entities. These assets are considered restructured assets under U.S. GAAP. “*Supervision and Regulation—Loan\nLoss Provisions and Non-Performing Assets*”.\n\nWe monitor trends in the credit ratings of our\nborrowers to enable us to take proactive remedial measures. We review the industry outlook and analyze the impact of changes in the regulatory\nand fiscal environment. Our periodic review system helps us to monitor the health of accounts and to take prompt remedial measures. We\nmay seek to recover loans through enforcement of our rights in collateral. However, recoveries may be subject to delays of up to several\nyears, due to the long legal process in India. This leads to delay in enforcement and realization of collateral. We may also take as security\na pledge of financial assets, including marketable securities, and obtain corporate guarantees and personal guarantees of sponsors wherever\nappropriate. In certain cases, the terms of financing include covenants relating to sponsors’ shareholding in the borrower and restrictions\non the sponsors’ ability to sell all or part of their shareholding. Covenants involving equity shares have top-up mechanisms based\non price triggers. We maintain the non-performing assets on our books for as long as the enforcement process is ongoing. Accordingly,\na non-performing asset may continue for a long time in our portfolio until the settlement of a loan account or realization of collateral,\nwhich may be longer than that for U.S. banks under similar circumstances. See also “Business—*Loan Portfolio—Collateral—Completion,\nPerfection and Enforcement*”.\n\nSecured loans to retail customers are secured\nby the assets financed (predominantly property and vehicles). We are entitled in terms of our security documents to repossess security\ncomprising assets such as plants, equipment and vehicles without reference to the courts or tribunals unless a client makes a reference\nto such courts or tribunals to stay our actions. In respect of our retail loans, we adopt a standardized collection process designed to\nensure prompt action for follow-up on overdue loans and recovery of defaulted amounts.\n\n*Non-performing Loans*\n\nThe following table sets forth, for the periods\nindicated, the change in our gross (net of write-offs, interest suspense and derivatives income reversal) non-performing loan portfolio(1).\n\n158\n\n[Table of Contents](#a_050)\n\nAt March 31,\n\nParticulars\n2025\n2026\n2026\n\n(in millions)\n\n**A. Consumer loans and credit card receivables(2)**\n\nNon-performing loans at the beginning of the fiscal year\nRs.119,232\nRs.131,554\nUSD 1,402\n\nAddition: New non-performing loans during the year\n176,661\n156,532\n1,668\n\nLess: Upgrade(3)\n(45,869)\n(40,610)\n(433)\n\nRecoveries (excluding recoveries made from upgraded accounts)\n(44,182)\n(47,426)\n(505)\n\nWrite-offs\n(74,288)\n(78,048)\n(832)\n\nNon-performing loans at the end of the fiscal year\nRs.131,554\nRs.122,002\nUS$\n**1,300**\n\n**B. Commercial(4)**\n\nNon-performing loans at the beginning of the fiscal year\nRs.160,376\nRs.111,756\nUSD 1,191\n\nAddition: New non-performing loans during the year\n33,098\n41,548\n443\n\nLess: Upgrade(3)\n(11,446)\n(10,458)\n(111)\n\nRecoveries (excluding recoveries made from upgraded accounts)\n(41,158)\n(21,203)\n(226)\n\nWrite-offs\n(29,114)\n(9,372)\n(100)\n\nNon-performing loans at the end of the fiscal year\nRs.111,756\nRs.112,271\nUSD\n** 1,197**\n\nC. Leasing and related activities\n\nNon-performing loans at the beginning of the fiscal year\nRs.—\nRs.—\nUSD —\n\nAddition: New non-performing loans during the year\n—\n—\n—\n\nLess: Upgrade(3)\n—\n—\n—\n\nRecoveries (excluding recoveries made from upgraded accounts)\n—\n—\n—\n\nWrite-offs\n—\n—\n—\n\nNon-performing loans at the end of the fiscal year\nRs.—\nRs.—\nUSD\n** —**\n\nD. Total non-performing loans (A+B+C)\n\nNon-performing loans at the beginning of the fiscal year\nRs.279,608\nRs.243,310\nUSD 2,593\n\nAddition: New non-performing loans during the year\n209,759\n198,080\n2,111\n\nLess: Upgrade(3)\n(57,315)\n(51,068)\n(544)\n\nRecoveries (excluding recoveries made from upgraded accounts)\n(85,340)\n(68,629)\n(731)\n\nWrite-offs\n(103,402)\n(87,420)\n(932)\n\n**Non-performing loans at the end of the fiscal year(4)**\nRs.243,310\nRs.234,273\nUSD\n** 2,497**\n\n(1)Includes loans identified as impaired in accordance with guidelines issued by regulators of the respective subsidiaries.\n\n(2)Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables, jewel\nloans, farm equipment loans and other rural loan products.\n\n(3)Represents accounts that were previously classified as non-performing but have been upgraded to performing.\n\n(4)Includes working capital finance.\n\nGross additions to non-performing consumer loans\ndecreased from Rs. 176.7 billion in fiscal 2025 to Rs. 156.5 billion in fiscal 2026 primarily due to lower additions in unsecured loans\n(personal loan and credit card) and mortgage loans. In fiscal 2026, we upgraded non-performing consumer loans of Rs. 40.6 billion as compared\nto Rs. 45.9 billion in fiscal 2025. In fiscal 2026, we made recoveries against non-performing consumer loans of Rs. 47.4 billion (fiscal\n2025: Rs. 44.1 billion) and wrote off non-performing loans amounting to Rs. 78.1 billion (fiscal 2025: Rs. 74.3 billion). Gross non-performing\nconsumer loans decreased from Rs. 131.6 billion at year-end fiscal 2025 to Rs. 122.0 billion at year-end fiscal 2026.\n\nThe gross additions to non-performing commercial\nloans increased from Rs. 33.1 billion in fiscal 2025 to Rs. 41.6 billion in fiscal 2026 primarily due to higher additions in business\nbanking portfolio. In fiscal 2026, we upgraded non-performing commercial loans amounting to Rs. 10.5 billion as compared to Rs. 11.4 billion\nin fiscal 2025 and made recoveries of non-performing commercial loans amounting to Rs. 21.2 billion in fiscal 2026 as compared to Rs.\n41.2 billion in fiscal 2025. In fiscal 2026, commercial loans amounting to Rs. 9.3 billion were written off, as compared to Rs. 29.1 billion\nin fiscal 2025, based on a borrower-specific evaluation of the probability of recovery and collectability of the loans. Gross non-performing\ncommercial loans increased from Rs. 111.7 billion at year-end fiscal 2025 to Rs. 112.3 billion at year-end fiscal 2026.\n\n159\n\n[Table of Contents](#a_050)\n\nAs a result of the above, our gross non-performing\nloans decreased by 3.7% from Rs. 243.3 billion at year-end fiscal 2025 to Rs. 234.3 billion at year-end fiscal 2026. Our net non-performing\nloans decreased by 1.0% from Rs. 61.6 billion at year-end fiscal 2025 to Rs. 61.0 billion at year-end fiscal 2026. The net non-performing\nloans ratio was 0.4% at year-end fiscal 2025 and fiscal 2026.\n\nThe total non-fund-based outstanding to borrowers\nclassified as non-performing was Rs. 21.7 billion at March 31, 2026, as compared to Rs. 30.8 billion at March 31, 2025.\n\n*Restructured Loans*\n\nThe following table sets forth, at the dates indicated,\ninformation regarding roll-forward and average balances of standard restructured loans.\n\nAt March 31,\n\n2025\n2026\n2026\n2026/2025% change\n\n(in millions, except percentages)\n\nOpening balance (gross restructured loans)\nRs.35,680\nRs.23,598\nUSD 252\n(33.9)\n\nAdd: Loans restructured during the year\n-\n-\n-\n-\n\nAdd: Increase in loans outstanding in respect of previously restructured loans/borrowers\n516\n1,968\n21\n281.4\n\nLess: Loans upgraded to standard category during the year\n-\n-\n-\n-\n\nLess: Loans downgraded to non-performing category during the year\n(1,964)\n(896)\n(10)\n(54.4)\n\nLess: Repayments/change in management/conversion to equity shares during the year\n(10,634)\n(6,397)\n(68)\n(39.8)\n\nGross restructured loans\nRs.23,598\nRs.18,273\nUSD\n** 195**\n\n(22.6%)\n\nProvisions for restructured loans\n(900)\n(647)\n(7)\n(28.0)\n\nNet restructured loans\nRs.22,698\nRs.17,626\nUSD\n** 188**\n\n(22.3%)\n\nAverage balance of net restructured loans(1)\nRs.25,824\nRs.20,695\nUSD 221\n(41.1%)\n\nGross loans\nRs.14,389,294\nRs.16,620,543\nUSD 177,135\n(15.5%)\n\nNet loans\nRs.14,206,637\nRs.16,446,580\nUSD 175,281\n(15.8%)\n\nGross restructured loans as a percentage of gross loans\n0.2%\n0.1%\n\nNet restructured loans as a percentage of net loans\n0.2%\n0.1%\n\n(1)The average balance is the average of quarterly balances outstanding at the end of March of the previous year and June, September,\nDecember and March of the current year.\n\n(2)In addition, the Bank holds general provision amounting to Rs. 4,765 million at year-end fiscal 2026 (year-end fiscal 2025: Rs. 5,989\nmillion) on these restructured loans, subject to minimum provisioning requirement as per the guidelines issued by the Reserve Bank of\nIndia.\n\n160\n\n[Table of Contents](#a_050)\n\nIn fiscal 2026, restructured standard loans amounting\nto Rs. 1.0 billion were classified as non-performing due to failure of borrowers to perform as per restructured debt terms. The gross\noutstanding standard restructured loans decreased from Rs. 23.6 billion at year-end fiscal 2025 to Rs. 18.3 billion at year-end fiscal\n2026, and the net outstanding restructured loans decreased from Rs. 22.7 billion at year-end fiscal 2025 to Rs.17.6 billion at year-end\nfiscal 2026.\n\nThe Bank’s outstanding non-fund-based facilities\nto borrowers whose loans were classified as restructured were Rs. 2.6 billion at year-end fiscal 2026.\n\nThe aggregate gross non-performing and standard\nrestructured loans decreased by Rs. 14.4 billion, or 5.4%, from Rs. 266.9 billion at year-end fiscal 2025 to Rs. 252.5 billion at year-end\nfiscal 2026. The aggregate net non-performing and restructured loans decreased by Rs. 5.7 billion, or 6.7%, from Rs. 84.3 billion at year-end\nfiscal 2025 to Rs. 78.6 billion at year-end fiscal 2026.\n\n*Provisions and contingencies (excluding provision\nfor tax)*\n\nThe following table sets forth, for the periods\nindicated, the composition of provisions and contingencies, excluding provisions for tax.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nProvision for investments (net)\nRs.8,001(1)\nRs.(6,060)\nUSD (65)\nN/M%\n\nProvision for non-performing and other assets\n41,272(1)\n62,768\n669\n52.1\n\nProvision for standard assets\n7,011\n8,355\n89\n19.2\n\nOthers\n(7,226)\n(8,675)\n(92)\n20.1\n\nTotal provisions and contingencies (excluding provision for tax)\nRs.49,058\nRs.56,388\nUSD\n** 601**\n\n14.9%\n\n(1)Includes movement of provision amounting to Rs. 16.0 billion on sale of loans to asset reconstruction company and receipts of security\nreceipts.\n\n(2)N/M’ means “Not meaningful”.\n\nProvisions and contingencies (excluding provision\nfor tax) increased by 14.9% from Rs. 49.1 billion in fiscal 2025 to Rs. 56.4 billion in fiscal 2026 primarily due to an increase in provision\non non-performing and other assets, offset, in part, by a decrease in other provisions and contingencies.\n\nProvision for non-performing and other assets\nincreased from a provision of Rs 41.3 billion in fiscal 2025 to a provision of Rs. 62.8 billion in fiscal 2026. During fiscal 2025, the\nBank received security receipts on sale of fully provided loans to asset reconstruction company. The Bank continued with the provisions\nunder ‘Provision for investments’ by transferring from ‘Provisions from non-performing and other assets’. During\nfiscal 2026, following its annual supervisory review, the Reserve Bank of India directed the Bank to make a standard asset provision of\nRs. 12.8 billion in respect of a portfolio of agricultural priority sector credit facilities wherein the terms of the facilities were\nfound to be not fully compliant with the regulatory requirements for classification as agricultural priority sector lending. There is\nno change in asset classification or in the terms and conditions applicable to the borrowers or in the repayment behavior of borrowers\nas per these terms. This additional standard asset provision will continue until the loans are repaid or renewed in conformity with the\npriority sector lending classification guidelines. Excluding the above provision as directed by the Reserve Bank of India, and the movement\nof provision on sale of loans to asset reconstruction company during fiscal 2025, the provisions for non-performing and other assets in\nfiscal 2026 decreased as compared to fiscal 2025 primarily due to lower\n\n161\n\n[Table of Contents](#a_050)\n\nadditions to gross non-performing retail and rural advances. During\nfiscal 2025, there were higher net additions to non-performing assets primarily in retail and rural loans.\n\nProvision for investments was Rs. 8.0 billion\nin fiscal 2025 as compared to a write-back of Rs. 6.1 billion in fiscal 2026 primarily due to a write-back of provision in the Bank. During\nfiscal 2026, the Bank wrote-back provision of Rs. 5.0 billion on redemption of security receipts and Rs. 1.6 billion on debentures due\nto receipt of funds, units and conversion into equity shares. During fiscal 2025, ICICI Bank made a provision of Rs. 16.1 billion on security\nreceipts received on conversion of loans, offset, in part, by a write-back of provisions amounting to Rs. 3.9 billion on its investment\nin alternate investment funds, Rs. 2.4 billion on redemption of security receipts and Rs. 0.4 billion on equity shares due to an increase\nin share price.\n\nProvision for standard assets increased from Rs.\n7.0 billion in fiscal 2025 to Rs. 8.4 billion in fiscal 2026 primarily due to an increase in provision for standard assets of the Bank.\nProvision for standard assets of the Bank increased from Rs. 5.8 billion in fiscal 2025 to Rs. 7.7 billion in fiscal 2026 primarily due\nto an increase in standard advances book.\n\nWrite-back of other provisions and contingencies\nincreased from Rs. 7.2 billion in fiscal 2025 to Rs. 8.7 billion in fiscal 2026 primarily due to an increase in write-back of other provisions\nand contingencies in the Bank. Write-back of other provisions and contingencies of the Bank increased from Rs. 7.6 billion in fiscal 2025\nto Rs. 9.4 billion in fiscal 2026. During fiscal 2026, the Bank primarily made a write-back of Rs. 2.8 billion due to sale of non-banking\nassets and a write-back of Rs. 3.4 billion held against non-fund outstanding on account of satisfactory performance of the borrower and\nprovision for capital work in progress amounting to Rs. 0.9 billion was written-back due to change in policy. During fiscal 2025, the\nBank made a write-back of provision of Rs. 3.2 billion on non-retail restructured non-performing assets upgraded to standard category,\nRs. 0.9 billion due to assessment of provision held due to ongoing litigation in respect of past recovery amounts and Rs. 1.0 billion\non a non-fund-based exposure due to upgrade of borrower account from stage 3 to stage 2 in overseas branches.\n\n**Provision for Tax**\n\nThe provision for income tax expense increased\nfrom Rs. 184.3 billion in fiscal 2025 to Rs. 193.8 billion in fiscal 2026 primarily due to an increase in profit before tax. The effective\ntax rate decreased marginally from 25.3% in fiscal 2025 to 25.1% in fiscal 2026.\n\n**Financial Position**\n\n**Assets**\n\nThe following table sets forth at the dates indicated,\nthe principal components of assets.\n\nAt March 31\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nCash and cash equivalents (1)\nRs.2,140,235\nRs.2,649,807\nUSD 28,241\n23.8%\n\nInvestments\n8,863,768\n8,707,199\n92,798\n(1.8)\n\nAdvances\n14,206,637\n16,446,580\n175,281\n15.8\n\nFixed assets\n158,124\n174,203\n1,857\n10.2\n\nOther assets\n969,056\n1,061,690\n11,315\n9.6\n\nGoodwill on consolidation\n84,594\n105,501\n1,124\n24.7\n\nTotal assets\nRs.26,422,414\nRs.29,144,980\nUSD\n** 310,616 **\n\n10.3%\n\n(1)Includes cash and balances with the Reserve Bank of India, balances with banks and money at call and short notice.\n\n162\n\n[Table of Contents](#a_050)\n\nOur total assets increased by 10.3% from Rs. 26,422.4\nbillion at year-end fiscal 2025 to Rs. 29,145.0 billion at year-end fiscal 2026 primarily due to an increase in net advances and cash\nand cash equivalents.\n\n*Cash and cash equivalents*\n\nCash and cash equivalents increased by 23.8% from\nRs. 2,140.2 billion at year-end fiscal 2025 to Rs. 2,649.8 billion at year-end fiscal 2026 primarily due to an increase in call and short\nmoney lending in India under reverse repo, balance with banks outside India, liquidity adjustment facility, standing deposit facility\nlending to the Reserve Bank of India, offset, in part, by a decrease in balances in current account with the Reserve Bank of India.\n\n*Investments*\n\nTotal investments decreased by 1.8% from Rs. 8,863.8\nbillion at year-end fiscal 2025 to Rs. 8,707.2 billion at year-end fiscal 2026.\n\nInvestments of the Bank decreased from Rs. 5,047.6\nbillion at year-end fiscal 2025 to Rs. 4,922.2 billion at year-end fiscal 2026 primarily due to a decrease in investments in Government\nof India securities.\n\nInvestments of ICICI Securities Primary Dealership\nLimited decreased from Rs. 346.4 billion in fiscal 2025 to Rs. 221.9 billion in fiscal 2026 primarily due to a decrease in position in\ngovernment securities and treasury bills.\n\nInvestments of ICICI Lombard General Insurance\nCompany Limited increased from Rs. 524.8 billion at year-end fiscal 2025 to Rs. 577.7 billion at year-end fiscal 2026, primarily due to\naccruals and growth in business volume.\n\nInvestments of ICICI Bank UK PLC increased\nfrom Rs. 57.3 billion at year-end fiscal 2025 to Rs. 83.5 billion at year-end fiscal 2026, primarily due to an increase in\ngovernment securities and treasury bills.\n\nInvestments of ICICI Prudential Life Insurance\nCompany Limited increased from Rs. 2,999.4 billion at year-end fiscal 2025 to Rs. 3,023.5 billion at year-end fiscal 2026. Investments\nheld to cover linked liabilities decreased from Rs. 1,612.4 billion at year-end fiscal 2025 to Rs. 1,510.5 billion at year-end fiscal\n2026, primarily due to net outflows and unrealized losses due to equity market performance during the year. Investments, other than investments\nheld to cover linked liabilities, increased from Rs. 1,387.0 billion at year-end fiscal 2025 to Rs. 1,513.0 billion at year-end fiscal\n2026 primarily due to net inflows into the fund.\n\nInvestments of ICICI Prudential Asset Management\nCompany Limited increased from Rs. 32.9 billion at year-end fiscal 2025 to Rs. 38.6 billion at year-end fiscal 2026, primarily due to\nan increase in investments in the mutual fund units.\n\nOur total investment in Government of India securities\ndecreased by 4.5% from Rs. 5,345.8 billion at year-end fiscal 2025 to Rs. 5,105.0 billion at year-end fiscal 2026.\n\nSee also “*Business—Overview of\nOur Products and Services—Investment Banking—Treasury*”.\n\n163\n\n[Table of Contents](#a_050)\n\n*Classification of investments*\n\n*Held-to-maturity*\n\nThe amortized cost of our held-to-maturity\nportfolio increased from Rs. 4,875.2 billion at year-end fiscal 2025 to Rs. 5,196.5 billion at year-end fiscal 2026, primarily due to\nan increase in investment in government securities and corporate debt securities. Net unrealized loss on the held-to-maturity portfolio\nwas Rs. 16.5 billion at year-end fiscal 2026 as compared to a net unrealized gain of Rs. 121.8 billion at year-end fiscal 2025. Interest\nearned on the held-to-maturity debt portfolio increased from Rs. 326.5 billion in fiscal 2025 to Rs. 362.4 billion in fiscal 2026, primarily\ndue to an increase in average portfolio.\n\n*Available-for-sale*\n\nThe amortized cost of our available-for-sale portfolio\ndecreased from Rs. 1,192.5 billion at year-end fiscal 2025 to Rs. 1,083.5 billion at year-end fiscal 2026. The investment in government\nsecurities decreased from Rs. 620.2 billion at year-end fiscal 2025 to Rs. 460.8 billion at year-end fiscal 2026. The investments in corporate\ndebt securities increased from Rs. 114.8 billion at year-end fiscal 2025 to Rs 161.8 billion at year-end fiscal 2026. Investments in other\ndebt securities decreased from Rs. 254.1 billion at year-end fiscal 2025 to Rs. 226.7 billion at year-end fiscal 2026. Investments in\nequity shares increased from Rs. 190.1 billion at year-end fiscal 2025 to Rs. 217.1 billion at year-end fiscal 2026. At year-end fiscal\n2026, equity shares classified as available-for-sale amounting to Rs. 104.2 billion were held by ICICI Prudential Life Insurance Company\nLimited, Rs. 99.1 billion were held by ICICI Lombard General Insurance Company Limited and Rs. 13.5 billion were held by the Bank. Other\ninvestments (primarily comprised of mutual fund units, security receipts, venture fund units and preference shares) increased from Rs.\n13.3 billion at year-end fiscal 2025 to Rs. 17.1 billion at year-end fiscal 2026.\n\nNet unrealized loss on debt\ninvestments was Rs. 1.6 billion at year-end fiscal 2026 as compared to a net unrealized gain of Rs. 8.1 billion at year-end fiscal 2025\nprimarily due to net unrealized loss on other debt securities. Net unrealized gain on equity securities decreased from Rs. 54.0 billion\nat year-end fiscal 2025 to Rs. 21.8 billion at year-end fiscal 2026.\n\nNet unrealized loss on other investments was Rs.\n0.4 billion at year-end fiscal 2026 as compared to a net unrealized gain of Rs. 0.4 billion at year-end fiscal 2025.\n\n*Held-for-trading*\n\nInvestments in held-for-trading debt securities\ndecreased from Rs. 1,054.4 billion at year-end fiscal 2025 to Rs. 819.7 billion at year-end fiscal 2026, primarily due to a decrease in\ninvestment in government securities, certificate of deposits, commercial paper and corporate bonds.\n\n*Advances*\n\nNet advances increased by 15.8% from Rs. 14,206.6\nbillion at year-end fiscal 2025 to Rs. 16,446.6 billion at year-end fiscal 2026, primarily due to an increase in retail advances and business\nbanking portfolio of ICICI Bank.\n\nNet advances of the Bank increased by 15.8% from\nRs. 13,417.7 billion at year-end fiscal 2025 to Rs. 15,538.9 billion at year-end fiscal 2026. Net retail advances of the Bank increased\nby 9.5% from Rs. 7,172.2 billion at year-end fiscal 2025 to Rs. 7,851.6 billion at year-end fiscal 2026. Net business banking advances\nof the Bank increased by 24.4% from Rs. 2,633.7 billion at year-end fiscal 2025 to Rs. 3,276.7 billion at year-end fiscal 2026. Net advances\nof the Bank’s overseas branches increased by 37.4% from\n\n164\n\n[Table of Contents](#a_050)\n\nRs. 307.9 billion at year-end fiscal 2025 to Rs. 423.0 billion at year-end\nfiscal 2026. See also “*Business – Loan Portfolio*”.\n\nNet advances of ICICI Bank UK PLC increased\nby 43.2% from Rs. 98.5 billion at year-end fiscal 2025 to Rs. 141.0 billion at year-end fiscal 2026 primarily due to an increase in\nloan to Indian corporates/subsidiaries and joint ventures and loan against property.\n\nNet advances of ICICI Home Finance Company Limited\nincreased by 14.0% from Rs. 275.9 billion at year-end fiscal 2025 to Rs. 314.6 billion at year-end fiscal 2026 primarily due to new disbursements,\noffset, in part, by sell-down of retail mortgage loans.\n\nNet advances of ICICI Bank Canada increased by\n6.8% from Rs. 266.9 billion at year-end fiscal 2025 to Rs. 285.0 billion at year-end fiscal 2026 primarily due to foreign exchange translation\neffect. In CAD terms, loans and advances decreased from CAD 4.47 billion at year-end fiscal 2025 to CAD 4.18 billion at year-end fiscal\n2026 primarily due to decrease in insured and conventional mortgages.\n\n*Fixed and other assets*\n\nFixed assets include premises, furniture and fixtures,\nassets given on lease and other fixed assets. Fixed assets increased by 10.2% from Rs. 158.1 billion at year-end fiscal 2025 to Rs. 174.2\nbillion at year-end fiscal 2026.\n\nOther assets increased from Rs. 969.1 billion\nat year-end fiscal 2025 to Rs. 1,061.7 billion at year-end fiscal 2026, primarily due to an increase in mark-to-market on foreign exchange\nand derivative transactions, and other advances and deposits, offset, in part, by a decrease in Rural Infrastructure Development Fund\ndeposits. The Bank is an active participant in the interest and foreign exchange derivatives market. The positive mark-to-market on such\ntransactions are accounted in ‘Other Assets’ and the negative mark-to-market are accounted in ‘Other Liabilities’.\nOther assets of our general insurance business were Rs. 147.0 billion at year-end fiscal 2025 and Rs. 154.7 billion at year-end fiscal\n2026. Other assets of our asset management business were Rs. 11.6 billion at year-end fiscal 2025 and Rs. 19.0 billion at year-end fiscal\n2026.\n\n*Goodwill on consolidation*\n\nGoodwill on consolidation increased from Rs. 84.6 billion at year-end\nfiscal 2025 to Rs. 105.5 billion at year-end fiscal 2026. During fiscal 2026, the Bank acquired an additional 2% stake in ICICI Prudential\nAsset Management Company Limited and increased its holdings to 53% and accordingly the Goodwill on consolidation of Rs. 20.6 billion was\nrecognized, as difference between the consideration paid by the Bank and the carrying value of minority interest. Also, the Bank acquired\nan additional 49% stake in ICICI Pension from ICICI Life making it wholly-owned subsidiary of the Bank and accordingly, goodwill of Rs.\n0.6 billion was recognized.\n\n165\n\n[Table of Contents](#a_050)\n\n**Liabilities and Stockholders’ Equity**\n\nThe following table sets forth at the dates indicated,\nthe principal components of liabilities and stockholders’ equity.\n\nAt March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nDeposits\nRs.16,416,374\nRs.18,300,201\nUSD 195,036\n11.5%\n\nBorrowings(1)\n2,188,834\n2,202,643\n23,475\n0.6\n\nOther liabilities(2)\n4,529,780\n4,846,422\n51,651\n7.0\n\nTotal liabilities\n23,134,988\n25,349,266\n270,162\n9.6\n\nMinority interest\n148,367\n165,110\n1,760\n11.3\n\nCapital\n14,246\n14,322\n153\n0.5\n\nReserves and surplus(3)\n3,124,813\n3,616,282\n38,541\n15.7\n\nTotal liabilities and stockholders’ equity\nRs.26,422,414\nRs.29,144,980\nUSD\n** 310,616**\n\n10.3%\n\n(1)Includes subordinated debt.\n\n(2)Includes policy-holders funds.\n\n(3) Includes employees’\nstock options/units outstanding.\n\nOur total liabilities (including capital, reserves\nand surplus and minority interest) increased by 10.3% from Rs. 26,422.4 billion at year-end fiscal 2025 to Rs. 29,145.0 billion at year-end\nfiscal 2026, primarily due to an increase in deposits and net worth.\n\n*Deposits*\n\nDeposits increased by 11.5% from Rs. 16,416.4\nbillion at year-end fiscal 2025 to Rs. 18,300.2 billion at year-end fiscal 2026.\n\nDeposits of the Bank increased by 11.4% from Rs.\n16,103.5 billion at year-end fiscal 2025 to Rs. 17,946.3 billion at year-end fiscal 2026. Term deposits increased by 12.2% from Rs. 9,366.2\nbillion at year-end fiscal 2025 to Rs. 10,510.4 billion at year-end fiscal 2026. Savings account deposits increased by 7.9% from Rs. 4,407.7\nbillion at year-end fiscal 2025 to Rs. 4,756.1 billion at year-end fiscal 2026 and current account deposits increased by 15.0% from Rs.\n2,329.6 billion at year-end fiscal 2025 to Rs. 2,679.8 billion at year-end fiscal 2026. The current and savings account deposits increased\nby 10.4% from Rs. 6,737.3 billion at year-end fiscal 2025 to Rs. 7,435.9 billion at year-end fiscal 2026. Deposits of overseas branches\nincreased from Rs. 185.7 billion at year-end fiscal 2025 to Rs. 278.6 billion at year-end fiscal 2026. The total deposits of the Bank\nat year-end fiscal 2026 comprised 93.5% of its funding (i.e., deposits and borrowings) as compared to 92.9% at year-end fiscal 2025. See\nalso *“Selected Statistical Information—Funding”.*\n\nDeposits of ICICI Bank UK increased from Rs. 161.3\nbillion at year-end fiscal 2025 to Rs. 213.2 billion at year-end fiscal 2026 primarily due to an increase in corporate deposits.\n\nDeposits of ICICI Bank Canada increased from Rs.\n175.5 billion at year-end fiscal 2025 to Rs. 180.9 billion at year-end fiscal 2026 primarily due to foreign exchange translation effect.\nIn CAD terms, deposits decreased from CAD 2.94 billion at year-end fiscal 2025 to CAD 2.65 billion at year-end fiscal 2026 primarily due\nto decrease in term deposits.\n\nAverage term account deposits increased by 10.2%\nfrom Rs. 8,990.9 billion in fiscal 2025 to Rs. 9,903.5 billion in fiscal 2026. Average savings account deposits increased by 7.7% from\nRs. 3,984.3 billion in fiscal 2025 to Rs. 4,289.6 billion in fiscal 2026. Average current account deposits increased by 14.0% from Rs.\n1,706.9 billion in fiscal 2025 to Rs. 1,945.4 billion in fiscal 2026. Average current account and savings account deposits increased by\n9.6% from Rs. 5,691.2 billion in fiscal 2025 to Rs. 6,235.0 billion in fiscal 2026. The average current account and savings account ratio\nwas at 38.6% at year-end fiscal 2026 as compared to 38.8% at year-end fiscal 2025. Average current account and savings\n\n166\n\n[Table of Contents](#a_050)\n\naccount deposits were 33.6% of the funding (i.e., deposits and borrowings)\nfor fiscal 2026 as compared to 33.0% for fiscal 2025.\n\n*Borrowings*\n\nBorrowings increased by 0.6% from Rs. 2,188.8\nbillion at year-end fiscal 2025 to Rs. 2,202.6 billion at year-end fiscal 2026.\n\nBorrowings of ICICI Securities Limited increased\nfrom Rs. 208.3 billion at year-end fiscal 2025 to Rs. 250.2 billion at year-end fiscal 2026 primarily due to an increase in short term\nborrowings in form of commercial papers for placement of fixed deposits with exchanges as margin and to support growth in margin trading\nfacility book.\n\nBorrowings of ICICI Home Finance Company increased\nfrom Rs. 244.2 billion at year-end fiscal 2025 to Rs. 269.5 billion at year-end fiscal 2026 primarily due to an increase in bond borrowing,\nterm loans from banks and financial institutions and fixed deposits, offset, in part, by decrease in commercial papers.\n\nBorrowings of the Bank increased from Rs. 1,235.4\nbillion at year-end fiscal 2025 to Rs. 1,249.9 billion at year-end fiscal 2026. Net borrowings of overseas branches increased from Rs.\n244.2 billion at year-end fiscal 2025 to Rs. 270.9 billion at year-end fiscal 2026.\n\nBorrowings of ICICI Bank UK increased from Rs.\n9.4 billion at year-end fiscal 2025 to Rs. 22.8 billion at year-end fiscal 2026 primarily due to an increase in repo borrowings.\n\nBorrowings of ICICI Bank Canada increased from\nRs. 103.1 billion at year-end fiscal 2025 to Rs. 115.4 billion at year-end fiscal 2026 primarily due to foreign exchange translation effect.\nIn CAD terms, borrowings decreased from CAD 1.73 billion at year-end fiscal 2025 to CAD 1.69 billion at year-end fiscal 2026 primarily\ndue to securitized and treasury borrowings.\n\nBorrowings of ICICI Securities Primary Dealership\nLimited decreased from Rs. 367.2 billion at year-end fiscal 2025 to Rs. 277.2 billion at year-end fiscal 2026 primarily due to a decrease\nin Reserve Bank of India borrowings, repo borrowings and call, notice and term borrowings, offset, in part, by increase in tri-party repo\nborrowings.\n\n*Other liabilities*\n\nOther liabilities primarily consist of sundry\ncreditors, bills payable and liabilities on insurance policies in force pertaining to our insurance subsidiary. Other liabilities increased\nby 7.0% from Rs. 4,529.8 billion at year-end fiscal 2025 to Rs. 4,846.4 billion at year-end fiscal 2026. Liabilities on policies in force\nof our life insurance business increased by 0.7% from Rs. 2,943.1 billion at year-end fiscal 2025 to Rs. 2,965.0 billion at year-end fiscal\n2026. Other liabilities of the Bank increased by 25.2% from Rs. 922.8 billion at year-end fiscal 2025 to Rs. 1,155.4 billion at year-end\nfiscal 2026, primarily due to an increase in mark to market on foreign exchange and derivative transactions and miscellaneous liabilities.\n\nOther liabilities of our general insurance business\nincreased by 10.2% from Rs. 537.4 billion at year-end fiscal 2025 to Rs. 595.6 billion at year-end fiscal 2026 primarily due to increase\nin gross claim outstanding, premium received in advance and balances due to other insurance companies.\n\n167\n\n[Table of Contents](#a_050)\n\n*Capital and reserves and surplus*\n\nCapital and reserves and surplus increased from\nRs. 3,139.1 billion at year-end fiscal 2025 to Rs. 3,630.6 billion at year-end fiscal 2026 primarily due to the annual accretion to reserves\nand surplus out of profit, offset, in part, by payment of dividend.\n\n**Consolidated Cash Flow Statement**\n\nPlease refer to “*Consolidated financial\nStatements—Consolidated cash flow statements*.”\n\nCash and cash equivalents increased by 23.8% from\nRs. 2,140.2 billion at year-end fiscal 2025 to Rs. 2,649.8 billion at year-end fiscal 2026.\n\nThe net cash inflow from operating activities\ndecreased from Rs. 1,228.1 billion in fiscal 2025 to Rs. 673.3 billion in fiscal 2026 primarily due to an increase in advances and increase\nin other assets, offset in part by, increase in other liabilities and provisions in fiscal 2026 as compared to fiscal 2025.\n\nThe net cash outflow from investing activities\ndecreased from Rs. 772.9 billion in fiscal 2025 to Rs. 130.1 billion in fiscal 2026 primarily due to a lower net purchase of held-to-maturity\nsecurities in fiscal 2026 as compared to fiscal 2025.\n\nThere was a net cash outflow from financing activities\nof Rs. 46.6 billion in fiscal 2026 as compared to a net cash inflow of Rs. 55.9 billion in fiscal 2025, primarily due to a higher repayment\nof long-term borrowings and lower net proceeds from short-term borrowings, offset in part by, higher proceeds from long-term borrowings\nin fiscal 2026.\n\nFor a discussion of our results in fiscal 2025\ncompared to fiscal 2024 and certain comparative numbers in fiscal 2025, please refer to “Part I — Item 5. Operating and Financial\nReview and Prospects” contained in our Annual Report on Form 20-F for fiscal 2025 filed with the SEC on July 25, 2025.\n\n**Off Balance Sheet Arrangements**\n\n**Foreign Exchange and Derivatives Contracts**\n\nWe enter into foreign exchange forwards, options,\nswaps and other derivatives products to enable customers to manage their foreign exchange and interest rate risks and to manage our own\nforeign exchange and interest rate positions. These instruments are used to manage foreign exchange and interest rate risk relating to\nspecific groups of on-balance sheet assets and liabilities. For additional details, see also note 13 to our “Consolidated financial\nstatements—Schedules forming part of the consolidated financial statements—Additional notes” included herein.\n\n**Guarantees**\n\nWe have issued guarantees to support business\nrequirements of certain of our clients. Guarantees represent irrevocable assurances that the Bank will pay in the event a customer fails\nto fulfil its financial or performance obligations. The guarantees are generally for a period not exceeding 10 years. We enter into guarantee\narrangements after conducting appropriate due diligence on our clients. We generally review these facilities on an annual basis. If a\nclient’s risk profile deteriorates to an unacceptable level, we may choose not to renew the guarantee upon expiry or may require\nadditional security sufficient to protect our exposure.\n\nUpon default by a client under the terms of the\nguarantee, the beneficiary may exercise its rights under the guarantees, and we are obligated to honor payments to the beneficiaries.\nBanks and financial institutions are beneficiaries for some of our financial guarantees, so as to enable clients to receive\n\n168\n\n[Table of Contents](#a_050)\n\nfinancial assistance from these banks and financial institutions. If\nour clients default on such loans, the banks and financial institutions may exercise their rights under the guarantee and we would be\nobligated to honor payments to them.\n\nFor additional details, see also note 22(o) to\nour “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n**Commitments**\n\n**Securitization**\n\nICICI Group primarily securitizes retail loans\nthrough securitization transactions involving special purpose entities, usually constituted as trusts. After securitization of the loans,\nwe continue to act as the servicing agent, maintain customer account relationships and service these set of loans transferred to the securitization\ntrusts.\n\nICICI Group acts in different capacities and under\ndifferent contracts for a consideration including as originator, liquidity facility provider, servicing agent credit enhancement provider,\nunderwriter, and senior contributor. ICICI Group has provided credit enhancements (first loss and second loss enhancement) on securitized\npools originated by the Bank and guarantees (second loss enhancement) provided to the pools originated by a third party.\n\nThe total outstanding first loss credit enhancements\nat year-end fiscal 2026 were Rs. 0.5 billion and second loss credit enhancements were Rs 0.7 billion for securitized pools originated\nby the Bank. With respect to the second loss guarantees provided to the third party originated pools, the outstanding at year-end fiscal\n2026 was Rs 1.2 billion.\n\n**Loan Commitments**\n\nWe have outstanding undrawn commitments to provide\nloans and financing to customers. The commitments have fixed expiration dates and are generally contingent upon the borrower’s ability\nto continue to meet specified credit standards. For additional details, see also note 11 to our “Consolidated financial statements—Schedules\nforming part of the consolidated financial statements—Additional notes” included herein.\n\n**Capital Commitments**\n\nWe are obligated under several capital contracts.\nCapital contracts are job orders of a capital nature, which have been committed. For additional details, see also note 12 to our “Consolidated\nfinancial statements—Schedules forming part of the consolidated financial statements—Additional notes” included herein.\n\n**Long-term Debt Obligations**\n\nLong-term debt represents debt with an original\ncontractual maturity greater than one year. Maturity distribution is based on contractual residual maturity, or the date at which the\ndebt is callable at the option of the holder, whichever is earlier.\n\nFor additional details, see also note 3 to our\n“Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n169\n\n[Table of Contents](#a_050)\n\n**Time Deposits**\n\nTime deposits represent deposits with fixed maturity\nterms. Most of the time deposits can be withdrawn by the depositors any time before maturity, subject to certain prepayment charges.\n\nFor additional details, see also note 2 to our\n“Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n**Life Insurance Obligations**\n\nLife insurance obligations primarily include liabilities\nfor life insurance policies, including both unit-linked and non-linked policies.\n\nA unit-linked life insurance policy is a policy\nin which the cash value of the policy varies according to the net asset value of units (i.e., shares) in investment assets chosen by the\npolicyholder. The unit liability is equal to the net asset value of the units in each policy as of the valuation date. The non-unit liability\nfor linked insurance policies and the liability for non-linked life insurance policies is calculated using the gross premium method using\nassumptions for interest, mortality, expense and inflation. For participating policies, the assumptions are also made for future bonuses,\ntogether with allowances for taxation and allocation of profits to shareholders. These assumptions are determined as prudent estimates\nat the date of valuation with allowances for adverse deviations.\n\nTotal life insurance obligations at year-end fiscal\n2026 was Rs. 8,806.28 billion.\n\n**Gratuity Obligations **\n\nWe provide gratuity, which is a defined benefit\nretirement plan covering all employees who retire or resign after a minimum prescribed period of continuous service. The plan provides\na lump sum payment to eligible employees at retirement or termination of employment based on the respective employee’s salary and\nyears of employment with us.\n\nFor additional details, see also note 22(j) to\nour “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n**Pension Obligations**\n\nThe Bank provides pensions—deferred retirement\nplans—covering certain employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan. The plans provide for monthly\npension payments to these employees when they retire and are based on the respective employees’ years of service with the Bank,\nthe applicable salary and a cost-of-living adjustment.\n\nFor additional details, see also note 22(j) to\nour “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n**Operating and Finance Lease Obligations**\n\nWe have commitments under long-term operating\nleases and finance leases principally for premises and office equipment.\n\nFor additional details, see also note 22(k) to\nour “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional notes”\nincluded herein.\n\n170\n\n[Table of Contents](#a_050)\n\n**Capital Resources**\n\nWe actively manage our capital to meet regulatory\nnorms and current and future business needs, considering the risks in our businesses, expectations of rating agencies, shareholders and\ninvestors, and the available options of raising capital. Our capital management framework is administered by the Finance Group and the\nRisk Management Group under the supervision of the Board and the Risk Committee. The capital adequacy position and assessment is reported\nto the Board and the Risk Committee periodically.\n\n**Regulatory Capital**\n\nThe Bank is subject to the Basel III capital adequacy\nguidelines of the Reserve Bank of India, which are the Prudential Norms on Capital Adequacy.\n\nThe Basel III rules on capital consist of measures\non improving the quality, consistency and transparency of capital, enhancing risk coverage, introducing a supplementary leverage ratio,\nreducing pro-cyclicality and promoting counter-cyclical buffers and addressing systemic risk and inter-connectedness.\n\nAt year-end fiscal 2026, ICICI Bank was required\nto maintain a minimum Common Equity Tier-1 capital ratio of 8.20%, minimum Tier-1 capital ratio of 9.70% and minimum total capital ratio\nof 11.70%. The minimum total capital requirement includes a capital conservation buffer of 2.50% and a capital surcharge of 0.20% on account\nof the Bank being designated as a domestic systemically important bank. Under Pillar 1 of the Reserve Bank of India guidelines on Basel\nIII, the Bank follows the standardized approach for measurement of credit risk, the standardized duration method for measurement of market\nrisk and the basic indicator approach for measurement of operational risk.\n\nThe Bank raised Rs. 10.0 billion on June 27, 2025\nand Rs. 39.5 billion on November 28, 2025, under unsecured, subordinated, listed, non-convertible, Tier 2, Basel III compliant bonds.\n\n**Unconsolidated capital adequacy position**\n\nThe following table sets forth, at the dates indicated,\nregulatory capital, risk-weighted assets and risk-based capital ratios computed in accordance with the Reserve Bank of India’s Basel\nIII guidelines and based on the Bank’s unconsolidated financial statements prepared in accordance with Indian GAAP.\n\nAs per the Reserve Bank of India’s Basel III guidelines\n\n**At year-end fiscal 2025(1)**\n\n**At year-end fiscal 2026(1)**\n\n**At year-end fiscal 2026(1)**\n\n(in millions, except percentages)\n\nTier 1 capital\nRs.2,567,375\nRs.2,978,178\nUSD 31,740\n\nOf which: Common equity Tier 1 capital\n2,567,375\n2,978,178\n31,740\n\nTier 2 capital\n99,246\n152,155\n1,622\n\nTotal capital\nRs.2,666,621\nRs.3,130,333\nUSD\n**33,362**\n\nCredit risk: risk-weighted assets\nRs.13,986,923\nRs.15,968,834\nUSD 170,189\n\nMarket risk: risk-weighted assets\n592,584\n445,248\n4,745\n\nOperational risk: risk-weighted assets\n1,531,537\n1,803,169\n19,218\n\nTotal risk-weighted assets\nRs.16,111,044\nRs.18,217,251\nUSD194,152\n\nCommon equity Tier 1 risk-based capital ratio\n16.0%\n16.4%\n\nTier 1 risk-based capital ratio\n16.0%\n16.4%\n\nTier 2 risk-based capital ratio\n0.6%\n0.8%\n\nTotal risk-based capital ratio\n16.6%\n17.2%\n\n(1)Post appropriation of proposed dividend\n\n171\n\n[Table of Contents](#a_050)\n\nIn fiscal 2026, capital funds (net of deductions)\nincreased by Rs. 463.7 billion from Rs. 2,666.6 billion at year-end fiscal 2025 to Rs. 3,130.3 billion at year-end fiscal 2026, primarily\ndue to an increase in retained earnings (net of proposed dividend).\n\nRisk-weighted assets relating to credit risk increased\nby Rs. 1,981.9 billion from Rs. 13,986.9 billion at year-end fiscal 2025 to Rs. 15,968.8 billion at year-end fiscal 2026, primarily due\nto an increase in on-balance sheet assets and off-balance sheet exposures.\n\nRisk-weighted assets relating to market risk decreased\nby Rs. 147.3 billion from Rs. 592.6 billion at year-end fiscal 2025 to Rs. 445.3 billion at year-end fiscal 2026, primarily on account\nof decrease in investments in Government Securities, Certificate of Deposits (CDs) and Commercial Papers (CPs), offset, in part, by increase\nin Net Overnight Open Position (NOOP) limits during fiscal 2026.\n\nRisk-weighted assets relating to operational risk\nincreased by Rs. 271.6 billion from Rs. 1,531.5 billion at March 31, 2025 to Rs. 1,803.2 billion at March 31, 2026. The operational risk\ncapital charge is computed based on 15% of the average of the previous three financial years’ gross income and is revised on an\nannual basis and the risk-weighted assets are arrived at by multiplying the capital charge by 12.5.\n\n**Consolidated capital adequacy position**\n\nConsolidation for regulatory capital calculations\nis based on the consolidated financial statements of the Bank and its subsidiaries, in line with the standards on consolidated prudential\nreporting issued by the Reserve Bank of India. The entities considered for consolidation for regulatory capital calculations include subsidiaries,\nassociates and joint ventures of the Bank, which carry on activities of a banking or of a financial nature as stated in the reporting\nguidelines prescribed by the Reserve Bank of India. Entities engaged in the insurance business and businesses not pertaining to financial\nservices are excluded from consolidation for capital adequacy calculation. Under the Basel III guidelines of the Reserve Bank of India,\nequity and other regulatory capital investments in the unconsolidated insurance and non-financial subsidiaries are deducted from consolidated\nregulatory capital of the ICICI group.\n\nAt year-end fiscal 2026, our total risk-based\ncapital ratios at the consolidated level as per Basel III guidelines of the Reserve Bank of India were common equity Tier 1 risk-based\ncapital ratio of 16.3%, Tier 1 risk-based capital ratio of 16.3% and total risk-based capital ratio of 17.1% against the current requirement\nof minimum common equity Tier 1 capital ratio of 8.20%, a minimum Tier 1 capital ratio of 9.70% and a minimum total capital ratio of 11.70%\nrespectively.\n\n**Internal assessment of capital**\n\nOur capital management framework includes a comprehensive\ninternal capital adequacy assessment process conducted annually which determines the adequate level of capitalization required to meet\nregulatory norms and current and future business needs. The Bank also performs adequate stress testing, as determined by several stress\nscenarios. The internal capital adequacy assessment process is undertaken at both the standalone bank level and the consolidated group\nlevel. The internal capital adequacy\n\n172\n\n[Table of Contents](#a_050)\n\nassessment process encompasses capital planning for a four-year time\nhorizon, assessment of material risks and the relationship between risk and capital.\n\nThe capital management framework is complemented\nby our risk management framework, which covers the policies, processes, methodologies and frameworks established for the management of\nmaterial risks. Stress testing, which is a key aspect of the internal capital adequacy assessment process and the risk management framework,\nprovides an insight into the impact of extreme but plausible scenarios on the risk profile and capital position. Based on our Board-approved\nstress testing framework, we conduct stress tests on our various portfolios and assess the impact on our capital ratios and the adequacy\nof our capital buffers for current and future periods. We periodically assess and refine our stress testing framework in an effort to\nensure that the stress scenarios capture material risks as well as reflect possible extreme market moves that could arise as a result\nof market conditions and the operating environment. The business and capital plans and the stress testing results of ICICI Group are integrated\ninto the internal capital adequacy assessment process.\n\nBased on the internal capital adequacy assessment\nprocess, we determine the level of capital that needs to be maintained by considering the following factors in an integrated manner:\n\n·strategic focus, business plan and growth objectives;\n\n·regulatory capital requirements as per the Reserve Bank of India guidelines;\n\n·assessment of material risks and impact of stress testing;\n\n·perception of shareholders and investors;\n\n·future strategy with regard to investments or divestments in subsidiaries; and\n\n·evaluation of options to raise capital from domestic and overseas markets, as permitted by the Reserve Bank of India from time to\ntime.\n\nWe continue to monitor relevant developments and\nbelieve that our current robust capital adequacy position and demonstrated track record of access to domestic and overseas markets for\ncapital raising will enable us to maintain the necessary levels of capital as required by regulations while continuing to grow our business.\n\n**Liquidity Risk**\n\nLiquidity risk is the current and prospective\nrisk arising out of an inability to meet financial commitments as they fall due, through available cash flows or through the sale of assets\nat fair market value. It includes both the risk of unexpected increases in the cost of funding an asset portfolio at appropriate maturities\nand the risk of being unable to liquidate a position in a timely manner at a reasonable price. We actively monitor our liquidity position\nand attempt to maintain adequate liquidity at all times. Most of our incremental funding requirements are met through short-term funding\nsources, primarily in the form of deposits including interbank deposits. However, a large portion of our assets, primarily the corporate\nand home loan portfolio, have medium or long-term maturities, creating a potential for funding mismatches.\n\nThe Bank promotes a continuous information flow\nand an active dialogue between the funding and borrowing divisions of the Bank to enable optimal liquidity management. A separate group\nis responsible for liquidity management. ICICI Bank is required to submit gap reports in rupee and other major currencies for domestic\noperations on a fortnightly basis to the Reserve Bank of India. The Bank prepares\n\n173\n\n[Table of Contents](#a_050)\n\na daily maturity gap analysis for the overseas operations and rupee\nbook for the domestic operations. Our static gap analysis is also supplemented by a short-term dynamic cash-flow analysis, in order to\nprovide the liability raising units with a fair estimate of our funding requirements in the near-term. In addition, the Bank monitor its\nLCR on a daily basis and certain other liquidity ratios on a fortnightly basis. ICICI Bank has a liquidity contingency plan in place,\nthrough which the Bank monitors key indicators that could signal potential liquidity challenges, to enable us to take necessary measures\nto ensure sufficient liquidity.\n\n**Sources of Funding and Liquidity**\n\nThe Bank maintains diverse sources of liquidity\nto facilitate flexibility in meeting funding requirements. Incremental operations in India are principally funded by accepting deposits\nfrom retail and corporate depositors. These deposits are augmented by issuance of certificate of deposits, borrowings in the short-term\ninterbank market, through refinance agencies and through the issuance of bonds. The Bank also has recourse to the liquidity adjustment\nfacility and marginal standing facility, which are short-term funding arrangements provided by the Reserve Bank of India. The Bank generally\nmaintains a substantial portfolio of high-quality liquid securities that may be sold on an immediate basis to meet our liquidity needs.\nICICI Bank also has the option of managing liquidity by borrowing in the interbank market on a short-term basis. The overnight market,\nwhich is a significant part of the interbank market, is susceptible to volatile interest rates. These interest rates on certain occasions\nhave reached highs of 100.0% and above. To curtail reliance on such volatile funding sources, our Asset Liability Management Policy stipulates\ndaily limits for borrowing and lending in this market. ICICI Securities Primary Dealership Limited also relies on the repo market and\ninterbank money market for its funding requirements. It is therefore also exposed to similar risk of volatile interest rates. However,\nICICI Securities Primary Dealership Limited being a primary dealer, also has access to the standing liquidity facility and the liquidity\nadjustment facility from the Reserve Bank of India.\n\nOur gross liquid assets consist of cash, nostro\nbalances, overnight and other short-term money market placements, government bonds and treasury bills (including investments eligible\nfor reserve requirements and net of borrowings on account of repurchase agreements, the liquidity adjustment facility and the marginal\nstanding facility), corporate bonds (rated AA- and above), other money market investments such as commercial papers and certificates of\ndeposits and mutual fund investments. The Bank deducts short-term money-market borrowings (borrowings with contractual maturity up to\n30 days) from the aggregate of these assets to determine net liquid assets.\n\nThe Bank maintains a significant portion of liquid\nassets in forms required pursuant to regulatory reserve requirements laid down of the Reserve Bank of India related to maintaining liquidity\nto meet our demand and time liabilities. Banks in India are required to maintain an average daily balance of\n3% of its net demand and time liabilities by way of cash reserves with the Reserve Bank of India. Banks are allowed to maintain minimum\ncash reserves of not less than 90% of the required cash reserve on daily basis during the reporting fortnight, in such a manner that the\naverage of cash reserve maintained daily shall not be less than the prescribed requirement by the Reserve Bank of India.\n\nThe Reserve Bank of India also stipulates a statutory\nliquidity ratio applicable to Indian banks, which requires us to maintain a certain percentage of demand and time liabilities in prescribed\ninvestments. At year-end fiscal 2026, the statutory liquidity ratio requirement percentage was 18.0%. Banks are permitted to make use\nof the Reserve Bank of India’s liquidity facility, the Facility to Avail Liquidity for Liquidity Coverage Ratio, against eligible\nsecurities. Further, banks can borrow funds at their discretion by dipping into their statutory liquidity ratio to the extent allowed\nunder the marginal standing facility. As per the Reserve Bank of India guidelines, the carve-out from the statutory liquidity ratio under\nthe Facility to Avail Liquidity for Liquidity Coverage ratio was 16.0% of net demand and time liabilities at year-end fiscal 2026. For\nthe marginal standing facility, the carve out is 2.0% of net demand and time liabilities.\n\n174\n\n[Table of Contents](#a_050)\n\nThe Reserve Bank of India has issued guidelines\non the Basel III framework on liquidity standards including the liquidity coverage ratio, liquidity risk monitoring tools and LCR disclosure\nstandards. As per the Reserve Bank of India guidelines, the LCR has been made applicable to Indian banks on a standalone as well as consolidated\nbasis, with a minimum requirement of 100.0% at year-end fiscal 2026. The LCR requirement is met by investments in high quality liquid\nassets. It primarily includes government securities, in excess of the mandatory statutory liquidity ratio and better-rated corporate bonds.\nHigh-quality liquid assets also include a specified portion of mandatory statutory liquidity ratio requirements, held in the form of government\nsecurities under the Facility to Avail Liquidity for Liquidity Coverage Ratio and marginal standing facility as specified by the Reserve\nBank of India from time to time. The LCR disclosure for the three months ended March 31, 2026 is based on a simple average of daily observations. For non-business days, the previous day weighted and unweighted amounts is carried forward for computation of the simple average for the quarter.\nThe LCR of ICICI Group was 123.6% for the three months ended March 31, 2026.\n\nThe Reserve Bank of India has issued guidelines\non the Basel III framework on liquidity standards — NSFR. These guidelines ensure reduction in funding risk over a longer time horizon\nby requiring banks to fund their activities with sufficiently stable sources of funding to mitigate the risk of future funding stress.\nAs per the guidelines, the NSFR should be equal to at least 100% on an ongoing basis. The NSFR of ICICI Group was 122.3% at year-end fiscal\n2026.\n\nIn order to enhance liquidity resilience of the\nBank, the Reserve Bank of India had issued revised guidelines on Basel III framework on liquidity standards — LCR— Review\nof haircuts on High Quality Liquid Assets and run-off rates on certain categories of deposits on April 21, 2025. Technology has facilitated\nability to make instantaneous bank transfers and withdrawals, leading to an increase in liquidity risks, requiring proactive management.\nBased on the revised guidelines, retail deposits with internet and mobile banking facilities are assigned additional run-off factors 2.50%\nand level 1 high quality liquid assets denominated in government securities will attract haircuts in line with the circular for liquidity\nadjustment facility and marginal standing facility.\n\nFurther, funding from non-financial entities such\nas trusts (educational/religious/charitable), association of persons, partnerships, proprietorships, limited liability partnerships and\nother incorporated entities, shall be categorized as funding from ‘non-financial corporates’ and attract a run-off rate of\n40% (as against 100% currently prescribed), unless the above entities are treated as small business customers under the LCR framework.\nThese revised guidelines has come into force effective April 1, 2026.\n\nThe Bank maintains liquid assets in addition to\nstatutory liquidity ratio and cash reserve ratio requirements. Throughout fiscal 2026, the Bank maintained adequate reserves as per the\nregulatory requirements mentioned above.\n\nThe following table sets forth the components\nof ICICI Bank’s average and balance sheet date liquid assets.\n\nAt March 31, 2025\nFortnightly average for fiscal 2026\nAt March 31, 2026\n\n(in billions)\n\nStatutory liquidity ratio eligible investments and other government securities, net of borrowings on account of repurchase agreement, liquidity adjustment facility and collateralized borrowings\nRs.4,044.9\nRs.3,931.0\nRs.3,947.2\n\nBalance with central banks and current accounts with other banks\n1,552.8\n1,141.5\n1,710.0\n\nOther liquid assets\n772.3\n997.4\n1,472.3\n\nGross liquid assets\n6,370.0\n6,069.9\n7,129.5\n\n(Less) Short-term borrowings\n6.5\n2.1\n3.9\n\nNet liquid assets\nRs.6,363.5\nRs.6,067.8\nRs.7,125.6\n\n175\n\n[Table of Contents](#a_050)\n\nICICI Bank held net liquid assets totaling to\nRs. 7,125.6 billion at year-end fiscal 2026, compared to Rs. 6,363.5 billion at year-end fiscal 2025. In fiscal 2026, the Bank held fortnightly\naverage net liquid assets of Rs. 6,067.8 billion. In addition to the amounts included in net liquid assets above, at year-end fiscal 2026,\nthe Bank also held other fixed income non-government securities totaling to Rs. 0.46 billion compared to Rs. 8.3 billion at year-end fiscal\n2025.\n\nUnder local regulations, some overseas branches\nof the Bank are required to maintain a ‘net due’ position with other ICICI Group entities (i.e., those branches need to be\na net borrower above a specified amount or they cannot be a net lender beyond a specified amount). Accordingly, surplus liquidity maintained\nat those branches can be utilized at other ICICI Group entities only to the extent of buffer available in the ‘net due’ position.\nAt year-end fiscal 2026, such overseas branches of the Bank held net liquid assets of Rs. 499.8 billion (equivalent), which are included\nin our overall net liquid assets of the Bank of Rs. 7,125.6 billion.\n\nICICI Bank also has access to other reliable sources\nof liquidity. The Reserve Bank of India conducts repo and reverse repo transactions with banks through its liquidity adjustment facility\nand marginal standing facility, to carry out monetary policy and manage liquidity for the Indian banking system. The Reserve Bank of India\nstipulates interest rates applicable to fixed rate repo transactions, fixed rate reverse repo transactions agreements and its marginal\nstanding facility, which are known as the repo rate, reverse repo rate and marginal standing facility rates respectively. In addition,\nthe Reserve Bank of India also conducts variable rate repo or reverse repo auctions, rates for which are arrived at through competitive\nbidding. In 2022, the Reserve Bank of India operationalized a new standing deposit facility, which replaced the fixed rate\nreverse repo as the floor of the liquidity adjustment facility corridor at 25 basis points below the policy repo rate. At year-end fiscal\n2026, the Reserve Bank of India repo rate, fixed rate reverse repo rate, standing deposit facility and marginal standing facility rate\nwere 5.25%, 3.35%, 5.00% and 5.50% respectively. The liquidity adjustment facility and marginal standing facility are available throughout\nthe year. At year-end fiscal 2026, under the marginal standing facility, in addition to the eligible securities the Bank holds in excess\nof the statutory requirement, the Bank could borrow overnight up to 2.0% and 16% facility to avail liquidity for liquidity coverage ratio (FALLCR) after 2.0% of its net demand and time liabilities outstanding at the end\nof the second preceding 14-day period. Further, there is a liquid market for repo transactions with other market counterparties. Banks\nmay enter into repo transactions with the Reserve Bank of India or other market counterparties against the statutory liquidity ratio eligible\nsecurities that hold in excess of the statutory requirement.\n\nAt year-end\nfiscal 2026, ICICI Bank had government securities amounting to Rs. 3,961.2 billion eligible for borrowings through the liquidity adjustment\nfacility and marginal standing facility and FALLCR from the Reserve Bank of\nIndia.\n\nThe loan portfolio at the Bank’s overseas\nbranches as a proportion of the total portfolio increased from 2.3% at year-end fiscal 2025 to 2.7% at year-end fiscal 2026. ICICI Bank\nhas a well-defined borrowing program for its overseas operations. The incremental wholesale borrowings are primarily in the form of interbank\nand money market borrowings. The Bank also raises refinancing from other banks against eligible trade assets. Those loans that meet the\nexport credit agencies’ criteria are refinanced as per the agreements entered into with these agencies. The Bank also raises deposit\nliabilities, in accordance with the regulatory framework of the host country.\n\nICICI Bank can use its rupee liquidity in India\nto meet refinancing needs at its overseas branches, although this may be at a relatively high cost depending on the swap and exchange\nrates prevailing at the\n\n176\n\n[Table of Contents](#a_050)\n\ntime. The terms of the Bank’s bond issuances and loans from other\nfinancial institutions and export credit agencies may contain cross-default clauses, restrictions on its ability to merge or amalgamate\nwith another entity and restrictions on the Bank’s ability to prematurely redeem or repay such bonds or loans. The terms of the\nBank’s subordinated debt issuances eligible for inclusion in its Tier 1 or Tier 2 capital include the suspension of interest payments\nin the event of losses or capital deficiencies and a prohibition on redemption, even at maturity or on specified call option dates, without\nthe prior approval of the Reserve Bank of India. The Bank is currently not, and does not expect to be, in breach of any material covenants\nof the Bank’s borrowings that would be construed as events of default under the terms of such borrowings.\n\nThe successful management of credit, market and\noperational risk is an important consideration in managing liquidity risk, because the management of these risks affects the evaluation\nof our credit ratings by rating agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time.\n\nRating agencies can also decide to withdraw their\nratings of the Bank, which may have the same effect as a reduction in our ratings. Any reduction or withdrawal of in our ratings may increase\nour borrowing costs, limit our access to capital markets or adversely affect our ability to sell or market our products, engage in business\ntransactions, particularly longer-term and derivatives transactions, or retain our customers. See also “*Risk Factors—Risks\nRelating to India and Other Economic and Market Risks—Any downgrade of India’s debt rating or the rating of our senior unsecured\nforeign currency debt by an international rating agency could adversely affect our business, liquidity and the prices of our equity shares\nand ADSs.*”\n\nTo meet expected and unexpected borrowings requirements,\nin respect of the Bank’s domestic operations, it may enter into collateralized borrowings in the form of repo transactions with\nthe Reserve Bank of India, through Clearing Corporation of India Limited (a centralized clearing counterparty), or with market counterparties,\nagainst securities eligible for the statutory liquidity ratio. In general, the market value of securities sold for any such repo is higher\nthan the value of the cash received, the difference being referred to as a haircut. The Reserve Bank of India has stipulated the haircut\napplicable for all such repos with the Reserve Bank of India. In case of borrowings from products settled through Clearing Corporation\nof India Limited, members of Clearing Corporation of India Limited’s repo segment are required to maintain margin contributions\nin relation to their borrowing/lending obligation at any point of time, which acts as a cushion against any fall in the value of the underlying\ncollateral.\n\nFurther, the Bank is also a member in the triparty\nrepo segment and may enter into collateralized borrowings in the form of repo transactions on the Triparty Repo Order Matching Platform\nprovided by Clearcorp Dealing Systems (India) Ltd., a wholly-owned subsidiary of Clearing Corporation of India Limited. Clearing Corporation\nof India Limited also performs the roles and responsibilities of a triparty repo agent, in terms of Repurchase Transactions (Repo) (Reserve\nBank) Directions, 2018 as amended from time to time. The triparty repo agent has stipulated the haircuts for the eligible securities for\nborrowing through its platform and the market value of collateral required for any such loan is higher than the value of the loan.\n\nThe Bank holds sufficient securities to meet additional\ncollateral requirements, if necessary, and has systems and processes in place to ensure sufficient balance in our principal-securities\ngeneral ledger account, repo constituent - securities general ledger account, Clearing Corporation of India Limited Securities Guarantee\nFund and tri-party repo margin account, to support the settlement of transactions.\n\nFurther, in case of any emergency requirement,\nadditional securities may be transferred to our securities guarantee fund/collateralized borrowing and lending obligations margin account\non a T+0 basis. For corporate bond repos, the value of the securities is computed after applying the minimum haircut as\n\n177\n\n[Table of Contents](#a_050)\n\nstipulated by the clearing house or as bilaterally agreed upon with\nour counterparties depending upon the credit rating of the underlying security. The Bank also deals with central counterparties for settlement\nof government securities outright and repo transactions, foreign exchange transactions, interest rate and currency derivatives for which\nit needs to contribute towards margin obligations. The Bank may be required to post additional collateral under letter of credit, stand-by\nletter of credit, bank guarantee and unfunded risk participation agreements if our external credit rating is downgraded.\n\nIn respect of overseas branch operations, generally,\nthere are collateral requirements for transactions which are cleared through clearing houses, bilateral transactions executed under International\nSwaps and Derivatives Association Credit Support Annex and International Swaps and Derivatives Association Global Master Repo Agreement. The Asset Liability Management Committee has approved a framework for accepting covenants linked\nto a credit rating downgrade of the Bank and a breach in thresholds of certain financial covenants as a part of borrowing agreements.\nThe Bank’s stress testing includes a scenario linked to potential outflows due to a breach of rating downgrade covenants.\n\nFunding commitments and other off-balance sheet\nitems impact the liquidity of the Bank. The Bank analyzes the behavioral profile of various components of the off-balance sheet items.\nThe behavioral analysis includes potential cash flows from off-balance sheet activities, such as draw down under loan commitments, contingent\nliabilities and market related transactions. We consider the impact of these cash flows in various liquidity risk reports.\n\nIn view of the margin rules for non-centrally\ncleared derivatives transactions issued by the BCBS and a discussion paper issued by the Reserve Bank of India, derivatives transactions\nare subject to margin-reset provisions and any resulting collateral exchange is governed by the Credit Support Annex entered into by the\nBank, which would require the maintenance of collateral. The Bank considers the increased liquidity requirement on account of valuation\nchanges in the transactions settled through qualified central counterparties including the clearing corporation of India and other exchange\nhouses as well as for transactions covered under the Credit Support Annex. We consider the potential outflows on account of such transactions\nbased on the look-back approach prescribed by Reserve Bank of India guidelines.\n\nVolatility in the international debt markets may\nconstrain our international borrowings. As of March 31, 2026, the Bank did not have any borrowing linked to credit downgrade covenants\nthat would require the Bank to pay an increased interest rate on the borrowing.\n\nThere are restrictions on the use of liquidity\nmaintained by the United Kingdom and Canada subsidiaries of the Bank to meet their overall liquidity needs. The Office of the Superintendent\nof Financial Institutions of Canada has prescribed a limit of 100% of Tier 1 and Tier 2 capital (as defined under Canadian regulations)\non the credit exposure to any single entity or a group of connected entities. ICICI Bank Canada has internally capped this credit exposure\nat CAD 150 million (30.8% of the limit specified by the Office of the Superintendent of Financial Institutions, except with respect to\nexposure to the ICICI Bank). The limit of CAD 150 million can be increased to a maximum of 75% of capital depending on the credit quality\nof the group of connected entities. In fiscal 2026, ICICI Bank Canada was in compliance with both regulatory and their internal limits\non exposures to any single entity, including to ICICI Bank.\n\nAs per the Capital Requirements Regulation guidelines\napplicable to ICICI Bank UK, a bank shall not incur an exposure, after taking into account the effect of the credit risk mitigation,\nto a client or group of connected clients the value of which exceeds 25% of its Tier 1 capital. Where that client is an institution or\nwhere a group of connected clients includes one or more institutions, that value shall not exceed 25% of the bank’s Tier 1 capital\nor GBP 130 million, whichever is higher. ICICI Bank UK has a total capital base of USD 378.4 million at year-end fiscal 2026 with\nTier 1 capital of USD 328.4 million at year-end fiscal 2026 with its exposures within regulatory limits.\n\n178\n\n[Table of Contents](#a_050)\n\nAdditionally, ICICI Bank UK stipulates various internal limits to manage\nexposure concentrations within the Bank. The key parameters of risk concentrations measured include sectoral, country, rating category\nbased, counterparty and large exposures.\n\n**Capital Expenditure**\n\nThe following tables set forth, for the periods\nindicated, certain information related to capital expenditure by category of fixed assets.\n\nFiscal 2024\n\nCost at year-end fiscal 2024\nAdditions/ transfers/\nrevaluation\nDeletions/\ntransfers\nDepreciation\nNet assets at year-end fiscal 2024\n\n(in millions)\n\nPremises\nRs.94,340\nRs.9,806(1)\n\nRs.(1,171)\nRs.(28,099)\nRs.74,876\nUSD 876\n\nOther fixed assets (including furniture and fixtures)\n111,003\n42,595\n\n(4,553)\n(94,384)\n54,661\n640\n\nAssets given on lease..\n17,902\n1\n\n(3)\n(15,034)\n2,866\n34\n\nTotal\nRs.223,245\nRs.52,402\n\nRs.(5,727)\nRs.(137,517)\nRs.132,403\nUSD\n\n**1,550**\n\n(1)Includes gain on revaluation recorded through reserve of Rs. 1,195 million.\n\nFiscal 2025\n\nCost at year-end fiscal 2025\nAdditions/ transfers/\nrevaluation\nDeletions/\ntransfers\nDepreciation\nNet assets at year-end fiscal 2025\n\n(in millions)\n\nPremises\nRs.102,976\nRs.13,407(1)\nRs.(1,557)\nRs.(30,452)\nRs.84,374\nUSD 988\n\nOther fixed assets (including furniture and fixtures)\n149,044\n38,214\n(8,896)\n(108,203)\n70,159\n821\n\nAssets given on lease\n17,900\n1,223\n(210)\n(15,322)\n3,591\n42\n\nTotal\nRs.269,920\nRs.52,844\nRs.(10,663)\nRs.(153,977)\nRs.158,124\nUSD\n**1,851**\n\n(1)Includes gain on revaluation recorded through reserve of Rs. 7,829 million.\n\n179\n\n[Table of Contents](#a_050)\n\nFiscal 2026\n\nCost at year-end fiscal 2026\nAdditions/ transfers/\nrevaluation\nDeletions/\ntransfers\nDepreciation\nNet assets at year-end fiscal 2026\n\n(in millions)\n\nPremises\nRs.114,826\nRs.12,127(1)\nRs.(723)\nRs.(33,749)\nRs.92,481\nUSD 986\n\nOther fixed assets (including furniture and fixtures)\n178,362\n34,303\n(9,234)\n(126,153)\n77,278\n824\n\nAssets given on lease\n18,913\n1,785\n(755)\n(15,499)\n4,444\n47\n\nTotal\nRs.312,101\nRs.48,215  \nRs.(10,712)\nRs.(175,401)\nRs.174,203\nUSD\n**1,857**\n\nIncludes gain on revaluation recorded through reserve of Rs. 2,969\nmillion\n\n**Significant Changes**\n\nExcept as otherwise stated in this annual report,\nwe have experienced no significant changes since the date of fiscal 2026 consolidated financial statements contained in this annual report.\n\n**Segment Revenues and Assets**\n\nThe Reserve Bank of India’s guidelines on\n“segmental reporting” stipulate specified business segments and their definitions, for the purposes of public disclosures\non business information for banks in India.\n\nThe consolidated segmental report for fiscal 2026,\nbased on the segments identified and defined by the Reserve Bank of India, has been presented as follows:\n\n·**Retail Banking** includes our exposures which satisfy the four qualifying criteria of “regulatory retail portfolio”\nas stipulated by the Reserve Bank of India’s Basel III guidelines. These criteria are as follows:\n\n(i)Orientation criterion: The exposure (both fund-based and non fund-based) is to an individual person or persons or to a small business;\nPerson under this clause would mean any legal person capable of entering into contracts and would include but not be restricted to individual\nand HUF; small business would include partnership firm, trust, private limited companies, public limited companies, co-operative societies\netc. Small business is one where the total average annual turnover is less than Rs 500.0 million. The turnover criterion will be linked\nto the average of the last three years in the case of existing entities; projected turnover in the case of new entities; and both actual\nand projected turnover for entities which are yet to complete three years.\n\n(ii)Product criterion: All exposures should take the form of any of the following:\n\n·revolving credits and lines of credit (including overdrafts);\n\n·term loans and leases (e.g., installment loans and leases, student and educational loans); and\n\n·small business facilities and commitments.\n\n180\n\n[Table of Contents](#a_050)\n\n(iii)Low value of individual exposures: The maximum aggregate retail exposure to one counterparty should not exceed the absolute threshold\nlimit of Rs. 75 million.\n\n(iv)Granularity criterion: The regulatory retail portfolio should be sufficiently diversified to a degree that reduces the risks in the\nportfolio. The aggregate exposure to one counterparty should not exceed 0.2% of the overall retail portfolio.\n\n·**Wholesale Banking** includes all advances to trusts, partnership firms, companies and statutory bodies by the Bank which are\nnot included in the Retail Banking segment, as per the Reserve Bank of India guidelines.\n\n·**Treasury** includes the entire investment and derivatives portfolio of the Bank.\n\n·**Other Banking** includes leasing operations and other items not attributable to any particular business segment of the Bank.\nIt also includes the Bank’s banking subsidiaries, i.e., ICICI Bank UK and ICICI Bank Canada.\n\n·**Life Insurance** represents results of ICICI Prudential Life Insurance Company Limited.\n\n·**General Insurance** represents results of ICICI Lombard General Insurance Company Limited.\n\n·**Others** include ICICI Home Finance Company Limited, ICICI Venture, ICICI International Limited, ICICI Securities Primary Dealership\nLimited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Prudential Asset Management Company Limited,\nICICI Prudential Trust Limited, ICICI Investment Management Company Limited, ICICI Trusteeship Services Limited, ICICI Prudential Pension\nFunds Management Company Limited, and I-Process Services (India) Limited.\n\n·**Unallocated**includes items such as income tax paid in advance net of provision for tax, deferred tax and provisions to the\nextent estimated at the entity level.\n\n**Framework for Transfer Pricing**\n\nLiabilities of the retail banking and wholesale\nbanking segments are transfer priced to a central treasury unit, which pools all funds and lends to the business units at appropriate\nrates based on the relevant maturity of assets being funded after adjusting for regulatory reserve requirements and a specific charge\nfor directed lending to certain priority sectors. For deposits and borrowings, the transfer pricing is primarily based on the categories\nspecified in the Transfer Pricing Policy. Transfer pricing to our asset creation units is based on the incremental cost of deposits (blended\nfor current account and savings account deposits) and borrowings adjusted for the maturity of the asset (term premium) and regulatory\nreserve requirements. The allocated capital is also considered as a source of funding for the purpose of segmental reporting. The internal\nrevenue and expenses arising from this framework for transfer pricing is adjusted as a part of inter-segment adjustments.\n\n181\n\n[Table of Contents](#a_050)\n\n**Fiscal 2026 compared with Fiscal 2025**\n\nThe following table sets forth, for the periods\nindicated, profit before tax and minority interest of various segments.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nRetail Banking\nRs.216,210\nRs.232,443\nUSD 2,477\n14.7%\n\nWholesale Banking\n215,646\n244,890\n2,610\n13.6\n\nTreasury\n187,503\n172,509\n1,839\n(8.0)\n\nOther Banking\n14,512\n17,027\n181\n17.3\n\nLife Insurance\n13,364\n18,077\n193\n35.3\n\nGeneral Insurance\n33,213\n36,590\n390\n10.2\n\nOthers\n74,231\n83,785\n893\n12.9\n\nInter-Segment adjustments\n(26,145)\n(34,746)\n(370)\n32.9\n\nShare of profit from associates\n1,507\n2,629\n28\n74.5\n\nProfit before tax\nRs.730,040\nRs.773,202\nUSD\n** 8,241**\n\n5.9%\n\n**Retail Banking**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our retail banking segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nNet interest income\nRs.437,579\nRs.473,984\nUSD** ** 5,052\n8.3%\n\nOther income\n154,413\n160,253\n1,708\n3.8\n\nTotal income\n591,992\n634,237\n6,760\n7.1\n\nOperating expenses\n304,472\n328,216\n3,498\n7.8\n\nProfit before provisions\n287,520\n306,021\n3,261\n6.4\n\nProvisions\n71,310\n73,579\n784\n3.2\n\nProfit before tax\nRs.216,210\n232,442\nUSD\n** 2,477**\n\n7.5%\n\nThe following table sets forth, for the periods\nindicated, the outstanding balances of key assets and liabilities for our retail banking segment.\n\nOutstanding balance at March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nAdvances\nRs.7,651,343\nRs.8,504,767\nUSD 90,640\n11.2%\n\nDeposits\n10,773,819\n11,827,866\n126,056\n9.8\n\nThe profit before tax of the retail banking segment\nincreased by 7.5% from Rs. 216.2 billion in fiscal 2025 to Rs. 232.4 billion in fiscal 2026 primarily due to an increase in net interest\nincome and other income, offset, in part, by an increase in operating expenses and provisions.\n\nNet interest income increased by 8.3% from Rs.\n437.6 billion in fiscal 2025 to Rs. 474.0 billion in fiscal 2026 primarily due to growth in the average loan portfolio.\n\nOther income increased by 3.8% from Rs. 154.4\nbillion in fiscal 2025 to Rs. 160.2 billion in fiscal 2026 primarily due to an increase in lending linked fee, transaction banking, deposit\nlinked fees and income from foreign exchange and derivatives products.\n\n182\n\n[Table of Contents](#a_050)\n\nOperating expenses increased by 7.8% from Rs.\n304.5 billion in fiscal 2025 to Rs. 328.22 billion in fiscal 2026 primarily due to an increase in employee expenses, technology related\nexpenses, direct marketing agency expenses and reward point expenses.\n\nDuring fiscal 2026, the Bank has recognized the\nimpact of new labour Codes and the provision for retirement benefit obligations were higher on account of movement in government securities\nyields during fiscal 2026.\n\nProvisions (net of write-back) increased from\nRs. 71.3 billion in fiscal 2025 to Rs. 73.6 billion in fiscal 2026, primarily due to higher net additions to non-performing assets.\n\nDuring fiscal 2026, following\nits annual supervisory review, the Reserve Bank of India has directed the Bank to make a standard asset provision of Rs. 12.8 billion\nin respect of a portfolio of agricultural priority sector credit facilities wherein the terms of the facilities were found to be not fully\ncompliant with the regulatory requirements for classification as agricultural priority sector lending. There is no change in asset classification\nor in the terms and conditions applicable to the borrowers or in the repayment behavior of borrowers as per these terms. This additional\nstandard asset provision will continue until the loans are repaid or renewed in conformity with the priority sector lending classification\nguidelines.\n\n**Wholesale Banking**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our wholesale banking segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025% change\n\n(in millions, except percentages)\n\nNet interest income\nRs.201,730\nRs.227,996\nUSD 2,430\n13.0%\n\nOther income\n81,588\n97,565\n1,040\n19.6\n\nTotal income\n283,318\n325,561\n3,470\n14.9\n\nOperating expenses\n90,214\n99,725\n1,063\n10.5\n\nProfit before provisions\n193,104\n225,836\n2,407\n16.9\n\nProvisions\n(22,542)\n(19,054)\n(203)\n-\n\nProfit before tax\nRs.215,646\nRs.244,890\nUSD\n** 2,610**\n\n13.6\n\nThe following table sets forth, for the periods\nindicated, the outstanding balances of key assets and liabilities for our wholesale banking segment.\n\nOutstanding balance at March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nAdvances\nRs.5,275,202\nRs.6,550,838\nUSD 69,816\n24.2%\n\nDeposits\n5,269,004\n6,060,551\n64,591\n15.0\n\nThe profit before tax of the wholesale banking\nsegment increased by 13.6% from Rs. 215.6 billion in fiscal 2025 to Rs. 244.9 billion in fiscal 2026, primarily due to an increase in\nnet interest income, other income offset, in part, by an increase in operating expenses and lower write-backs of provisions.\n\nNet interest income increased by 13.0% from Rs.\n201.7 billion in fiscal 2025 to Rs. 228.0 billion in fiscal 2026, primarily due to a growth in average loan portfolio.\n\n183\n\n[Table of Contents](#a_050)\n\nOther income increased by 19.6% from Rs. 81.6\nbillion in fiscal 2025 to Rs. 97.6 billion in fiscal 2025, primarily due to an increase in income from foreign exchange and derivatives\ntransactions commercial banking fees, lending fees and gain on sale of non-banking assets.\n\nOperating expenses increased by 10.5% from Rs.\n90.2 billion in fiscal 2025 to Rs. 99.7 billion in fiscal 2026, primarily due to an increase in employee expenses and technology related\nexpenses.\n\nWrite-back of provisions decreased from Rs. 22.5\nbillion in fiscal 2025 to Rs. 19.0 billion in fiscal 2026. See also “*Operating and Financial Review and Prospects—Consolidated\nIncome Information—Provisions and Contingencies (Excluding Provision for Tax)”.*\n\n**Treasury**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our treasury segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nNet interest income\nRs.163,794\nRs.165,006\nUSD 1,759\n0.7%\n\nOther income\n47,223\n48,989\n522\n3.7\n\nTotal income\n211,017\n213,995\n2,281\n1.4\n\nOperating expenses\n24,754\n39,681\n423\n60.3\n\nProfit before provisions\n186,263\n174,314\n1,858\n(6.4)\n\nShare of profit from associates\n(1,507)\n(2,629)\n(9)\nN/M\n\nProvisions\n(2,747)\n(824)\n(28)\nN/M\n\nProfit before tax\nRs.187,503\nRs.172,509\nUSD\n**1,839**\n\n(8.0)%\n\n(1)‘N/M’ means “Not meaningful”.\n\nThe following table sets forth, for the periods\nindicated, the closing balances of key assets and liabilities for our treasury segment.\n\nClosing balance at March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nInvestments\n\nRs.5,057,918\nRs.4,935,157\nUSD 52,597\n(2.4%)\n\nBorrowings\n1,235,383\n1,249,941\n13,321\n1.2\n\nOur treasury operations include the maintenance\nand management of regulatory reserves, proprietary trading in equity and fixed income and a range of foreign exchange and derivatives\nproducts and services, such as forward contracts, swaps and options.\n\nThe profit before tax of the treasury segment\ndecreased by 8.0% from Rs. 187.5 billion in fiscal 2025 to Rs. 172.5 billion in fiscal 2026, primarily due to an increase in operating\nexpenses offset, in part, by an increase in net interest income and other income.\n\nNet interest income increased by 0.7% from Rs.\n163.8 billion in fiscal 2025 to Rs. 165.0 billion in fiscal 2026, primarily due to an increase in average investment portfolio.\n\n184\n\n[Table of Contents](#a_050)\n\nOther income increased by 7.2% from Rs. 47.1 billion\nin fiscal 2025 to Rs. 49.0 billion in fiscal 2026. The dividend from subsidiaries and joint ventures was Rs. 34.6 billion in fiscal 2026,\ncompared to Rs. 26.2 billion in fiscal 2025.\n\nOperating expenses increased by 60.3 % from Rs.\n24.7 billion in fiscal 2025 to Rs. 39.7 billion in fiscal 2026, primarily due to an increase in premium paid towards purchase of priority-sector\nlending certificates along with increase in rates.\n\nProvisions on investments decreased from Rs. 2.7\nbillion in fiscal 2025 to a write-back of Rs. 0.8 billion in fiscal 2026. During fiscal 2025, the Bank primarily made a write-back of\nprovision of Rs. 3.9 billion on its investments in AIFs.\n\n**Other Banking**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our other banking segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nNet interest income\nRs.21,149\nRs.24,861\nUSD 265\n17.2%\n\nOther income\n7,376\n6,910\n74\n(6.3)\n\nTotal income\n28,525\n31,771\n339\n11.4\n\nOperating expenses\n12,201\n13,840\n148\n13.4\n\nProfit before provisions\n16,324\n17,931\n191\n9.8\n\nProvisions\n1,813\n904\n10\n\nProfit before tax\nRs.14,511\nRs.17,027\nUSD\n** 181 **\n\n(17.3)%\n\nThe following table sets forth, for the periods\nindicated, the outstanding balances of the key assets and liabilities for our other banking segment.\n\nOutstanding balance on March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nAdvances\nRs.856,480\nRs.909,314\nUSD 9,691\n6.2%\n\nInvestments\n84,943\n118,426\n1,262\n(39.4)\n\nDeposits\n397,458\n451,979\n4,817\n13.7\n\nBorrowings\nRs.112,564\nRs.138,260\nUSD 1,474\n(22.8)%\n\nOther banking business includes our leasing operations,\nour overseas banking subsidiaries and other items not attributable to any particular business segment of the Bank.\n\nThe profit before tax of the other banking segment\nincreased by 17.3% from Rs. 14.1 billion in fiscal 2025 to Rs. 17.0 billion in fiscal 2026, primarily due to increase in provision.\n\nNet interest income increased by 17.6% from Rs.\n21.1 billion in fiscal 2025 to Rs. 29.9 billion in fiscal 2026.\n\nOther income decreased by 6.3% from Rs. 7.4 billion\nin fiscal 2025 to Rs. 6.9 billion in fiscal 2026, primarily due to a decrease in other income of banking subsidiaries.\n\n185\n\n[Table of Contents](#a_050)\n\nOperating expenses increased by 13.4% from Rs.\n12.2 billion in fiscal 2025 to Rs. 13.8 billion in fiscal 2026, primarily due to an increase in operating expenses of the banking subsidiaries.\n\nProvisions decreased from Rs. 1.8 billion in fiscal\n2025 to Rs. 0.90 billion in fiscal 2026.\n\n**Life Insurance**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our life insurance segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nPremium earned\nRs.489,510\nRs.531,250\nUSD 5,662\n8.5%\n\nPremium on re-insurance ceded and accepted\n(16,910)\n(17,890)\n(191)\n5.8\n\nNet premium earned\n472,600\n513,360\n5,471\n8.6\n\nOther income\n28,960\n29,720\n317\n2.6\n\nInvestment income\n100,760\n111,040\n1,183\n10.2\n\nTotal income\n602,320\n654,120\n6,971\n8.6\n\nCommission paid\n48,590\n57,263\n610\n17.8\n\nClaims/benefits paid\n91,420\n151,370\n1,613\n65.6\n\nOperating expenses\n43,370\n38,700\n412\n(10.8)\n\nTotal expenses\n183,380\n247,333\n2,635\n34.9\n\nTransfer to linked funds\n233,870\n239,990\n2,558\n2.6\n\nProvisions for policy holder liabilities (non-linked)\n171,710\n148,720\n1,585\n(13.4)\n\nProfit before tax\nRs.13,360\nRs.18,077\nUSD\n193\n\n35.3%\n\nThe following table sets forth, for the periods\nindicated, the outstanding balance of key assets and liabilities for our life insurance segment.\n\nOutstanding balance on March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nInvestments\nRs.1,387,041\nRs.1,513,190\nUSD 16,127\n9.1%\n\nAssets held to cover linked liabilities\n1,612,399\n1,510,296\n16,096\n(6.3)\n\nLiabilities on life policies\nRs.2,943,056\nRs.2,964,991\nUSD 31,600\n0.7%\n\nThe profit before tax of ICICI Prudential Life\nInsurance Company Limited increased by 35.3% from Rs. 13.4 billion in fiscal 2025 to Rs. 18.10 billion in fiscal 2026, primarily due to\nan increase in premium earned and an increase in investment income.\n\nThe total premium income of ICICI Prudential Life\nInsurance Company Limited increased by 8.5% from Rs. 489.5 billion in fiscal 2025 to Rs. 531.3 billion in fiscal 2026, primarily due to\nan increase in retail renewal premium and group premium. Net retail renewal premium increased by 7.5 % from Rs. 255.0 billion in fiscal\n2025 to Rs. 274.3 billion in fiscal 2026. Net group premium increased by 16.4% from Rs. 134.1 billion in fiscal 2025 to Rs. 156.1 billion\nin fiscal 2026.\n\n186\n\n[Table of Contents](#a_050)\n\nOther income of ICICI Prudential Life Insurance\nCompany Limited increased by 2.6% from Rs. 29.0 billion fiscal 2025 to Rs. 29.7 billion fiscal 2026.\n\nInvestment income of ICICI Prudential Life Insurance\nCompany Limited increased by 10.2% from Rs. 100.8 billion in fiscal 2025 to Rs. 111.0 billion in fiscal 2026 primarily due to an increase\nin interest income, rent, dividend and profit on sale of investments.\n\nCommission expenses of ICICI Prudential Life Insurance\nCompany Limited increased by 17.8% from Rs. 48.6 billion in fiscal 2025 to Rs. 57.3 billion in fiscal 2026 primarily due to disallowance\nof Goods and Service tax input tax credit on retail business pursuant to changes in the tax regulations during fiscal 2026 and shift in\nproduct mix and channel mix.\n\nClaims and benefit payouts of ICICI Prudential\nLife Insurance Company Limited increased by 65.6% from Rs. 91.4 billion in fiscal 2025 to Rs. 151.4 billion in fiscal 2026 primarily due\nto an increase in maturity claims and higher surrender.\n\nTransfer to linked funds including the investible\nportion of the premium on linked policies of ICICI Prudential Life Insurance Company Limited increased by 2.7% from Rs. 233.9 billion\nin fiscal 2025 to Rs. 240.0 billion in fiscal 2026 primarily due to an increase in linked premium. The investible portion of the premium\non linked policies of life insurance represents the premium income including renewal premium received on linked policies of life insurance\nbusiness invested, after deducting charges and premium for risk coverage, in the underlying asset or index chosen by the policy holder.\nProvision for policyholder liabilities decreased from Rs. 171.7 billion in fiscal 2025 to Rs. 148.7 billion in fiscal 2026.\n\nEmployee expenses were stable at Rs. 18.8 in fiscal\n2025 and fiscal 2026. Other operating expenses decreased from Rs. 24.7 billion in fiscal 2025 to Rs. 19.9 billion in fiscal 2026 primarily\ndue to lower advertisement cost and reversal of provisions offset, in part, by disallowance of Goods and Service tax input tax retail\nbusiness pursuant to changes in the tax regulations during fiscal 2026.\n\n**General Insurance**\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our general insurance segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n\n**2026/2025 % change(1)**\n\n(in millions, except percentages)\n\nGross written premium (including premium on re-insurance accepted)\nRs.282,577\nRs.306,181\nUSD 3,263\n8.8%\n\nPremium on re-insurance ceded\n(74,967)\n(72,436)\n(772)\n(3.4)\n\nUnexpired risk reserve\n(9,609)\n(11,109)\n(118)\n15.6\n\nNet premium earned\n198,001\n222,636\n2,373\n12.4\n\nCommission (net)\n(38,380)\n(44,842)\n(478)\n16.8\n\nInvestment income\n42,499\n47,424\n505\n11.6\n\nTotal income\n202,120\n225,218\n2,400\n11.4\n\nOperating expenses\n28,448\n30,586\n326\n7.5\n\nClaims/benefits paid (net)\n139,868\n158,285\n1,687\n13.5\n\nOther expenses (net)\n594\n(243)\n(3)\nN/M\n\nTotal expense\n168,910\n188,628\n2,010\n11.7\n\nProfit/(loss) before tax\nRs.33,210\nRs.36,590\nUSD\n** 390**\n\n10.2%\n\n187\n\n[Table of Contents](#a_050)\n\nThe following table sets forth, for the periods\nindicated, the outstanding balances of key assets and liabilities.\n\nOutstanding balance on March 31,\n\n2025\n2026\n2026\n\n**2026/2025 % change(1)**\n\n(in millions, except percentages)\n\nInvestments\nRs.524,751\nRs.577,681\nUSD 6,157\n10.1%\n\nCurrent liabilities including claims outstanding\n427,395\n475,854\n5,071\n11.3\n\nProvisions\nRs.112,967\nRs.124,533\nUSD 1,327\n10.2\n\nThe profit before tax of ICICI Lombard General Insurance Company Limited\nincreased by 10.2% from Rs. 33.2 billion in fiscal 2025 to Rs. 36.6 billion in fiscal 2026 primarily due to an increase in net earned\npremium and investment income, offset, in part, by an increase in operating expenses and claim incurred.\n\nThe gross written premium (including premium on re-insurance accepted)\nincome increased by 8.4% from Rs. 282.6 billion in fiscal 2025 to Rs. 306.2 billion in fiscal 2026 primarily due to an increase in fire,\nmotor and health insurance business. The net premium income increased from Rs.198.0 billion in fiscal 2025 to Rs. 222.6 billion in fiscal\n2026 primarily due to an increase in motor and health insurance business.\n\nNet commission expense increased from Rs. 38.4 billion in fiscal 2025\nto Rs. 44.8 billion in fiscal 2026 primarily due to an increase in commission expense on motor and health insurance business.\n\nInvestment income increased by 11.53% from Rs. 42.5 billion in\nfiscal 2025 to Rs. 47.4 billion in fiscal 2026 primarily due to an increase in interest earned and growth in business volume.\nOperating expenses increased by 7.5% from Rs. 28.4 billion in fiscal 2025 to Rs. 30.6 billion in fiscal 2026.\n\nClaims/benefits paid increased by 13.2% from Rs. 139.9 billion in fiscal\n2025 to Rs. 158.3 billion in fiscal 2026. Loss ratio (net claim incurred / net premium earned) was 70.6% at year-end fiscal 2025 and 71.1%\nat year-end fiscal 2026.\n\n**Others**\n\nThe “others” segment mainly includes\nICICI Prudential Asset Management Company Limited, ICICI Venture, ICICI Securities Limited, ICICI Securities Primary Dealership Limited\nand ICICI Home Finance Company Limited.\n\nICICI Prudential Asset Management Company Limited\nmanages the ICICI Prudential Mutual Fund, a leading mutual fund in India.\n\nICICI Securities Limited and ICICI Securities\nPrimary Dealership Limited are engaged in equity underwriting, brokerage and primary dealership in government securities, respectively.\nICICI Securities Limited owns icicidirect.com, a leading online brokerage platform and is engaged in equities underwriting, securities\nbrokerage and distribution of financial products.\n\n188\n\n[Table of Contents](#a_050)\n\nThe following table sets forth, for the periods\nindicated, the principal components of profit before tax for our others segment.\n\nYear ended March 31,\n\n2025\n2026\n2026\n2026/2025\n% change\n\n(in millions, except percentages)\n\nNet interest income\nRs.26,495\nRs.34,736\nUSD 370\n31.1%\n\nOther income\n107,174\n108,145\n1,153\n0.9\n\nTotal income\n133,669\n142,881\n1,523\n6.9\n\nOperating expenses\n57,879\n58,395\n622\n0.9\n\nOperating profit before provisions\n75,790\n84,486\n901\n11.5\n\nProvision and contingencies\n1,558\n702\n7\n(54.9)\n\nProfit before tax\nRs.74,232\nRs.83,784\nUSD\n**894**\n\n12.9%\n\nThe profit before tax of the others segment increased\nby 12.9% from Rs. 74.2 billion in fiscal 2025 to Rs. 83.8 billion in fiscal 2026 primarily due to an increase in profit before tax of\nICICI Prudential Asset Management Company Limited, ICICI Home Finance Company Limited and ICICI Venture Funds Management Company Limited.\n\nNet interest income increased by 31.1% from Rs.\n26.5 billion in fiscal 2025 to Rs. 34.7 billion in fiscal 2026 primarily due to an increase in net interest income of our securities brokerage\nsubsidiary, housing finance subsidiary and primary dealership subsidiary.\n\nOther income increased by 0.9% from Rs. 107.2\nbillion in fiscal 2025 to Rs. 108.1 billion in fiscal 2026 primarily due to an increase in management fees from equity and hybrid scheme,\nAIFs and PMS and advisory fees of our asset management subsidiary offset, in part, by lower trading gain in our primary dealership subsidiary.\n\nOperating expenses increased by 0.9% from Rs.\n57.9 billion in fiscal 2025 to Rs. 58.4 billion in fiscal 2026 primarily due to an increase in other operating expenses of our housing\nfinance subsidiary and asset management subsidiary, offset, in part, by decrease in operating expenses of securities brokerage subsidiary.\n\nThe profit before tax of ICICI Securities Limited\ndecreased from Rs. 23.9 billion in fiscal 2025 to Rs. 22.9 billion in fiscal 2026 primarily due to decrease in fee income offset, in part,\nby decrease in operating expenses and net interest income.\n\nThe profit before tax of ICICI Prudential Asset\nManagement Company Limited increased from Rs. 35.3 billion in fiscal 2025 to Rs. 44.06 billion in fiscal 2026, primarily due to an increase\nin income from fund operations, offset, in part, by an increase in staff cost and other administrative expenses.\n\nThe profit before tax of ICICI Securities Primary\nDealership Limited decreased from Rs. 7.2 billion in fiscal 2025 to Rs. 6.0 billion in fiscal 2026, primarily due to a decrease in other\nincome and increase in staff cost and other administrative expenses offset, in part, by increase in net interest income.\n\nThe profit before tax of ICICI Home Finance Company\nLimited increased from Rs. 7.4 billion in fiscal 2025 to Rs. 8.9 billion in fiscal 2026, primarily due to an increase in net interest\nincome and fee income, offset, in part, by an increase in staff cost and other administrative expenses.\n\nFor a discussion of our results in fiscal 2025\ncompared to fiscal 2024 and certain comparative numbers in fiscal 2024, please refer to “Part I — Item 5. Operating and Financial\nReview and Prospects” contained in our Annual Report on Form 20-F for fiscal 2025 filed with the SEC on July 25, 2025.\n\n189\n\n[Table of Contents](#a_050)\n\nReconciliation of Net Profit (after minority interest) between\nIndian GAAP and U.S. GAAP\n\nOur consolidated\nfinancial statements are prepared in accordance with Indian GAAP, which differs in certain aspects from U.S. GAAP. The following discussion\nexplains the significant adjustments to our consolidated profit after tax under Indian GAAP in fiscal 2026, fiscal 2025 and fiscal 2024\nthat would result from the application of U.S. GAAP instead of Indian GAAP.\n\nConsolidated net\nincome attributable to the shareholders of ICICI Bank under U.S. GAAP increased from Rs. 513.5 billion in fiscal 2025 to Rs. 560.4 billion\nin fiscal 2026, while profit after tax attributable to the shareholders of ICICI Bank under Indian GAAP increased from Rs. 510.3 billion\nin fiscal 2025 to Rs. 542.1 billion in fiscal 2026.\n\nThe difference in\naccounting for the allowances of credit losses resulted in a higher net income by Rs. 7.4 billion in fiscal 2026 (fiscal 2025: lower\nnet income by Rs. 14.1 billion) under U.S. GAAP as compared to Indian GAAP. During fiscal 2026, based on Reserve Bank of India direction\nthe Bank had made a standard asset provision of Rs. 12.8 billion in respect of a portfolio of agricultural priority sector credit facilities\nwherein the terms of the facilities were found to be not fully compliant with the regulatory requirements for classification as agricultural\npriority sector lending. This provision was not made under U.S. GAAP where the lifetime current expected credit loss is recognized.\n\nThe ICICI Group\napplies management overlays to its model-based estimates where appropriate. These overlays reflect adjustments to the probability of\ndefault to address limitations in the statistical models, particularly where future economic conditions may evolve differently from the\nhistorical patterns considered while developing these models. The overlays ensure that the expected credit loss estimates remain relevant\nand incorporate forward-looking risks that are otherwise difficult to quantify using a model, such as elevated geopolitical risks along\nwith the attendant volatility in oil and commodity prices, expected uneven distribution of monsoon in India due to the effect of El Nino,\ngeo-economic fragmentation,, moderation expected in global as well as Indian growth, rising inflationary pressures,, moderation in IT\nservices growth and artificial intelligence (AI) developments. Accordingly, the Bank made management overlay on credit exposures under\nU.S. GAAP at March 31, 2026.\n\nSee also *note\n21(a) to our “Consolidated financial statements—Schedules forming part of the consolidated financial statements—Additional\nnotes”* included herein.\n\nThe difference in\naccounting for the valuation of debt and equity securities resulted in lower net income by Rs. 4.8 billion in fiscal 2026 as compared\nto lower income of Rs. 21.1 billion in fiscal 2025 under U.S. GAAP, as compared to Indian GAAP. This was primarily due to accounting\nof unrealized losses on equity investments in net income under U.S. GAAP, which were primarily recognized in the AFS reserve under Indian\nGAAP where these equity investments were classified as available for sale.\n\nThe difference on\naccount of business combination accounting resulted in a lower net income by Rs. 3.6 billion under U.S. GAAP in fiscal 2026 (fiscal 2025:\nlower net income by Rs. 3.6 billion).\n\nThe difference in\naccounting for consolidation resulted in higher net income by Rs. 8.0 billion in fiscal 2026 as compared to higher net income by Rs.\n11.2 billion in fiscal 2025 under U.S. GAAP, as compared to Indian GAAP. In fiscal 2026, our life insurance affiliate made a net income\nof Rs. 32.5 billion (fiscal 2025: net income: Rs. 33.6 billion) under U.S. GAAP as compared to net profit of Rs. 16.1 billion (fiscal\n2025: Rs. 11.9 billion) under Indian GAAP. The higher net income was primarily on account of lower policyholders’ liabilities and\nunallocated policyholders’ surplus and due to amortization of deferred acquisition cost, offset in part by, marked-to-market loss\non trading portfolio and equity securities. See also note 22(h) to our “Consolidated financial statements—Schedules forming\npart of the consolidated financial statements—Additional notes” included herein.\n\nThe total differences\nin amortization of fees and costs were Rs. 9.0 billion in fiscal 2026 (fiscal 2025: Rs. 8.5 billion).\n\nWe earn fees and\nincur costs on the origination of loans which are recognized upfront under Indian GAAP but are amortized under U.S. GAAP. Amortization\nof loan origination fees and costs resulted in higher income by Rs. 3.6 billion in fiscal 2026 (fiscal 2025: lower net income by Rs.\n1.3 billion) under U.S. GAAP as compared to Indian GAAP. Retirement benefit cost was lower by Rs. 2.4 billion in fiscal 2026 (fiscal\n2025: higher by Rs. 1.9 billion) under U.S. GAAP as compared to Indian GAAP. While under Indian GAAP, actuarial gain or loss is recognized\nin the profit and loss account, under U.S. GAAP, the actuarial gain/loss is recognized through other comprehensive income and thereafter\namortized through the income statement. Further, the past service cost on account of change in labour code is also recognized through\nother comprehensive income and thereafter amortised through the income statement as compared to Indian GAAP where the same is recognized\nin profit and loss account. The actuarial loss for fiscal 2026 recognized through other comprehensive income were higher as compared\nto amortization of actuarial losses for previous years from other comprehensive income under U.S. GAAP, resulting in retirement benefit\ncosts being lower under U.S. GAAP in fiscal 2026 as compared to Indian GAAP. See also “*Consolidated financial statements—Schedules\nforming part of the consolidated financial statements—Additional notes -Note 21(e)*” included herein.\n\nDeferred tax expenses\nwere lower by Rs. 3.9 billion in fiscal 2026 (fiscal 2025: Rs. 19.7 billion) under U.S. GAAP, as compared to Indian GAAP.\n\nDeferred taxes are\nrecognized on temporary differences related to investments in subsidiaries, branches and affiliates under U.S. GAAP while under Indian\nGAAP, no deferred taxes are recognized on temporary differences related to investments in subsidiaries, branches and affiliates. In fiscal\n2026, there was decrease in deferred tax assets by Rs. 2.3 billion under US GAAP as compared to increase in deferred tax assets by Rs.\n3.7 billion in fiscal 2025.\n\nThe Bank and its\nhousing finance subsidiary create a Special Reserve through appropriation of profits, in order to avail the tax benefits as per the Income\nTax Act. Under Indian GAAP, deferred tax liability has been recognized on such Special Reserve in accordance with the guidelines issued\nby Reserve Bank of India. Under U.S. GAAP, deferred taxes are recognized and measured based on the expected manner of recovery and deferred\ntaxes are not recognized if the expected manner of recovery does not give rise to tax consequences. Accordingly, a deferred tax liability\nwas not created on the Special Reserve based on the ICICI Group’s continuing intention to not ever withdraw/utilize such Special\nReserve and based on an opinion from the legal counsel about non-taxability of such Special Reserve in the scenario of liquidation. In\nfiscal 2026, deferred tax expenses were lower by Rs. 8.5 billion (fiscal 2025: 8.0 billion) under U.S. GAAP as compared to Indian GAAP.\n\nFurther, there was\na difference due to the negative tax impact of Rs. 0.6 billion in fiscal 2026 on U.S. GAAP adjustments over Indian GAAP as compared to\nthe positive tax impact of Rs. 7.3 billion in fiscal 2025. See also “*Consolidated financial statements—Schedules\nforming part of the consolidated financial statements—Additional notes—Note 21(i)*” included herein.\n\nConsolidated net\nincome attributable to the shareholders of ICICI Bank of Rs. 513.5 billion in fiscal 2025 under U.S. GAAP was higher than the profit\nafter tax attributable to the shareholders of ICICI Bank of Rs. 510.3 billion under Indian GAAP. In fiscal 2025, the net income under\nU.S. GAAP was higher primarily due to the positive impact of amortization of loan processing fees net of costs, higher net income of\nour life insurance affiliate under U.S.GAAP as compared to net gain under Indian GAAP, lower deferred tax expenses under U.S. GAAP as\ncompared to Indian GAAP offset in part by, higher loan loss provisioning under U.S. GAAP as compared to Indian GAAP.\n\nConsolidated net\nincome attributable to the shareholders of ICICI Bank of Rs. 613.8 billion in fiscal 2024 under U.S. GAAP was higher than the profit\nafter tax attributable to the shareholders of ICICI Bank of Rs. 442.6 billion under Indian GAAP. In fiscal 2024, the net income under\nU.S. GAAP was higher primarily due to fair value gain on ICICI Lombard General Insurance Company Limited, the positive impact of amortization\nof loan processing fees net of costs, higher net income of our life insurance affiliate under U.S.GAAP as compared to net gain under\nIndian GAAP, lower deferred tax expenses under U.S. GAAP as compared to Indian GAAP offset in part by, higher loan loss provisioning\nunder U.S. GAAP as compared to Indian GAAP.\n\nFor a further description\nof significant differences between Indian GAAP and U.S. GAAP, a reconciliation of net income and stockholders’ equity to U.S. GAAP\nand certain additional information required under U.S. GAAP, see notes 21 and 22 to our consolidated financial statements included herein.\n\n**Research and Development**\n\nWe focus on strengthening our technological capabilities,\nwith key priorities of resilience, scalability and security of our platforms. We continue to invest in new technology platforms and work\non emerging technologies like cloud adoption and exploring potential usage of AI across banking use cases.\n\n**Critical Accounting Policies and Estimates**\n\nTo understand our financial condition and the\nresults of operations, it is important to understand our critical accounting policies and estimates and the extent to which we use judgments\nand estimates in applying those policies. Our accounting and reporting policies are in accordance with Indian GAAP and conform to standard\naccounting practices relevant to our products and services and the businesses in which we operate. Indian GAAP requires us to make estimates\nand assumptions that affect the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial\nstatements and the reported income and expenses in the reported period. Accordingly, we use a significant amount of judgment and estimates\nbased on assumptions for which the actual results are uncertain when we make the estimation. See also “*Consolidated Financial\nStatements—Schedule 17—Significant Accounting Policies*” included herein.\n\n**ICICI Bank**\n\n*Revenue recognition*\n\nInterest income is recognized in the profit and\nloss account as it accrues, except in the case of non-performing assets where it is recognized upon realization as per the income recognition\nand asset classification norms of the Reserve Bank of India. Income on discounted instruments is recognized over the tenure of the instrument\non a constant-yield basis. Dividend income is accounted on an accrual basis when the right to receive the dividend is established. Commissions\nreceived on guarantees and letters of credit issued and annual/renewal fees on credit cards, debit cards and prepaid cards are amortized\non a straight-line basis over the contractual period of the fees. Fees paid/received for priority sector lending certificates are amortized\non straight-line basis over the period of the certificate. All other fees are accounted for as and when they become due where the Bank\nis reasonably certain of ultimate collection.\n\nRevenue recognition involves uncertainties and\nare significantly affected by the assumptions used and judgments made for collectability of the income. Changes in assumptions could significantly\naffect these estimates and the resulting recognition.\n\n*Accounting for Investments*\n\nICICI Bank follows the trade-date method of accounting\nfor the purchase and sale of investments, except for Government of India and state government securities, for which the settlement date\nmethod of accounting is followed as per the Reserve Bank of India’s guidelines.\n\n190\n\n[Table of Contents](#a_050)\n\nThrough March 31, 2024, the Bank had been following\naccounting policies for investments primarily based on the Master Direction Classification, Valuation and Operation of Investment Portfolio\nof Commercial Banks (Directions), 2021 where securities were valued scrip-wise and classified into (a) held-to-maturity, (b) available-for-sale\nand (c) held-for-trading. Depreciation/appreciation on securities was aggregated for each category. Net appreciation in each category\nunder each investment classification, if any, being unrealized, was ignored, while net depreciation in each category was provided. Held-to-maturity\nsecurities were carried at their acquisition cost or at amortized cost, if acquired at a premium over the face value. Any premium over\nthe face value of fixed-and floating-rate securities acquired was amortized over the remaining period until maturity on a constant-yield\nand straight-line basis, respectively.\n\nWith effect from April 1, 2024, the Bank implemented\nthe Master Direction - Classification, Valuation and Operation of Investment Portfolio of Commercial Banks (Directions), 2023 and transitional\nadjustments have been recorded as per the directions. Accordingly, as stated below, the significant accounting policies with respect to\ninvestments have been modified.\n\nAll investments\nare recognized at fair value on initial recognition, primarily amounting to the acquisition cost. Where facts and circumstances suggest\nthat the fair value is materially different from the acquisition cost, the difference between the fair value and the acquisition cost\nis recognized in accordance with the Reserve Bank of India’s guidelines.\n\nAll investments are classified into the following\ncategories: (a) held-to-maturity, (b) available-for-sale and (c) fair value through profit and loss account including held-for-trading\non the date of purchase as per the extant Reserve Bank of India guidelines on classification, valuation and operation of investment portfolio\nby banks. Held-for-trading is a separate investment sub-category within fair value through profit and loss. Under each classification,\nthe investments are further categorized as (a) government securities, (b) other approved securities, (c) shares, (d) bonds and debentures\nand(e) others. Further, all the investments including debt investments in subsidiaries, joint ventures and associates are classified in\na separate category.\n\nInvestments are classified as held-to-maturity\nif (i) the security is acquired with the intention and objective of holding it to maturity, i.e., the financial assets are held with an\nobjective to collect the contractual cash flows and (ii) the contractual terms of the security give rise to cash flows that are solely\npayments of principal and interest on principal outstanding on specified dates. Held-to-maturity securities are carried at cost. Any premium\nor discount over the face value of fixed rate and floating rate/staggered securities acquired is amortized over the remaining period to\nmaturity on a constant yield basis and straight-line basis respectively.\n\nInvestments are classified as available-for-sale\nif (i) the security is acquired with an objective that is achieved by both collecting contractual cash flows and selling securities and\n(ii) the contractual terms of the security meet the solely payments of principal and interest criterion. Further, certain equity investments\nare also designated as available-for-sale investments, where on initial recognition, the Bank has made an irrevocable election to classify\nsuch equity investments as available-for-sale investments. Investments classified as available-for-sale are fair valued periodically as\nper the Reserve Bank of India guidelines. Any premium or discount over/below the face value of fixed rate and floating rate/staggered\nsecurities acquired is amortized over the remaining period to maturity on a constant yield basis and straight-line basis respectively.\nThe unrealized gain or loss across all performing available-for-sale investments (adjusted for effect of taxes, if any) is recognized\nin “available-for-sale reserves”.\n\nSecurities that do not qualify for inclusion in\nheld-to-maturity or available-for-sale are classified under fair value through profit and loss account securities. There is a separate\nsub-category called held-for-trading within fair value through profit and loss account. The held-for-trading investments primarily\n\n191\n\n[Table of Contents](#a_050)\n\ninclude listed equity investments (except for equity investments designated\nas available-for-sale investments) and debt securities acquired with an intent to sale. Investments classified as fair value through profit\nand loss account are fair valued periodically as per the Reserve Bank of India guidelines. Any premium or discount over the face value\nof fixed rate and floating rate/staggered securities acquired which pass the solely payments of principal and interest criterion is amortized\nover the remaining period to maturity on a constant yield basis and straight-line basis respectively. The unrealized gain or loss across\nall performing fair value through profit and loss account investments is aggregated across all categories and net appreciation/depreciation\nis recognized in profit and loss account.\n\nAll investments (including debt and equity) in\nsubsidiaries, associates and joint ventures are held at acquisition cost. Any premium or discount over/below the face value of fixed rate\nand floating rate/staggered securities acquired is amortized over the remaining period to maturity on a constant yield basis and straight-line\nbasis respectively. The Bank assesses investments in subsidiaries, joint ventures and associate for any other temporary diminution in\nvalue and appropriate provisions are made.\n\nCosts, including brokerage and commission fees\npertaining to trading book investments paid at the time of acquisition and broken period interest, the amount of interest from the previous\ninterest payment date until the date of purchase of instruments, on debt instruments, are charged to the profit and loss account.\n\nFor the purposes of initial recognition and subsequent\nmeasurement, investments are fair valued based on the Reserve Bank of India guidelines. Securities are valued scrip-wise.\n\nQuoted investments are valued periodically based\non the closing quotes on recognized stock exchanges or prices declared by Fixed Income Money Market and Derivatives Association/Financial\nBenchmark India Private Limited.\n\nThe Bank computes the market/fair value of its\nunquoted government securities, which are in the nature of statutory liquidity ratio securities included in the available-for-sale and\nfair value through profit and loss account categories in accordance with rates published by the Financial Benchmark India Private Limited.\nFor unquoted corporate bonds, the Bank computes the market value in accordance with the security-level valuations published by the Fixed\nIncome Monetary Market and Derivatives Association.\n\nThe Bank computes the market value of unquoted\nnon-government fixed income securities, including pass through certificates, wherever they are linked to the yield-to-maturity rates,\nwith a mark-up, reflecting associated credit risk, over the yield to maturity rates for government securities published by the Fixed Income\nMoney Market and Derivatives Association. The sovereign foreign securities and non-rupee India-linked bonds are valued based on prices\npublished by the sovereign regulator or on counterparty quotes.\n\nTreasury bills, commercial papers and certificate\nof deposits, being discounted instruments, are valued at carrying cost.\n\nThe units of mutual funds are valued at the latest\nrepurchase price/net asset value declared by the mutual fund.\n\nThe Bank computes the market value of its unquoted\nequity shares at the break-up value, if the latest balance sheet is available. If such a balance sheet is not available or is older than\n18 months, the unquoted equity shares are valued at Re. 1 in accordance with the Reserve Bank of India guidelines.\n\nInvestments in units of venture capital funds/AIFs\nare recognized under fair value through profit and loss account category and are valued at the net asset value declared by the venture\ncapital fund/AIFs. If\n\n192\n\n[Table of Contents](#a_050)\n\nthe latest net asset values are not available continuously for more\nthan 18 months, the units of venture capital funds/AIFs are valued at Re. 1, in accordance with the Reserve Bank of India’s guidelines.\n\nUnits of infrastructure investment trusts are\nvalued as per the quoted price available on the exchange.\n\nThe Bank values securities receipts at the net\nasset value provided by asset reconstruction companies. The Bank makes additional provisions on the security receipts based on the remaining\nperiod of the resolution period. Security receipts which are outstanding and not redeemed as of the resolution period are treated as loss\nassets and are fully provided for. Provision on the fully provided security receipts including receipts guaranteed by the Government of\nIndia, is reversed through profit and loss account on actual receipts of recoveries or approval of claims, if any, by the Government of\nIndia.\n\nImpairment of non-performing investments is made\nas per internal provisioning norms, subject to minimum provisioning requirements of the Reserve Bank of India.\n\nGains/losses on sale of investments, except available-for-sale\nequity investments, are recognized in the profit and loss account. Costs of investments are computed based on the first-in-first-out method.\nThe realized gains or losses on available-for-sale equity investments are recognized in available-for-sale reserve. Further, the profit\nfrom sales of held-to-maturity investments, investments in subsidiaries, joint ventures and associates and available-for-sale equity investments,\nnet of taxes and transfers to the statutory reserve, is appropriated to “Capital Reserve” in accordance with the Reserve Bank\nof India’s guidelines.\n\nThe Bank undertakes short sale transactions in\ndated central government securities in accordance with the Reserve Bank of India’s guidelines. The short positions are categorized\nunder the held-for-trading category and are marked-to-market. The mark-to-market gain/loss is charged to profit and loss account as per\nthe Reserve Bank of India’s guidelines.\n\nThe Bank accounts for repurchase, reverse repurchase\nand transactions with the Reserve Bank of India under the liquidity adjustment facility/marginal standing facility as borrowing and lending\ntransactions in accordance with the Reserve Bank of India’s guidelines.\n\nThe valuation methodologies for investments involve\nuncertainties and are significantly affected by assumptions used and judgments made regarding the risk characteristics of various financial\ninstruments, discount rates, estimates of future cash flows and other factors. Changes in assumptions could significantly affect these\nestimates and the resulting fair values.\n\n**Loans and Other Credit Facilities**\n\nLoans and advances are classified into performing\nand non-performing loans as per Reserve Bank of India guidelines. Under the Reserve Bank of India’s guidelines, an asset is generally\nclassified as non-performing if: in respect of term loans, any amount of interest or principal is overdue for more than 90 days; in respect\nof overdraft or cash credit, if the account is out of order for a period of 90 days; and, in respect of bills, if the account is overdue\nfor more than 90 days. Loans held at the overseas branches that are identified as impaired as per host country regulations, but which\nare standard as per the Reserve Bank of India guidelines, are classified as non-performing loans to the extent of the amount outstanding\nin the respective host country. Non-performing loans and advances are classified as standard, substandard, doubtful and loss assets based\non number of days overdue. Interest on non-performing loans is not recognized in profit and loss account until received.\n\nThe Bank considers an account as restructured,\nwhere for economic or legal reasons relating to the borrower’s financial difficulty, the Bank grants concessions to the borrower\nthat the Bank would not otherwise consider. The moratorium granted to the borrowers based on the Reserve Bank of India\n\n193\n\n[Table of Contents](#a_050)\n\nguidelines is not accounted for as a restructuring of loan. Certain\nspecified guidelines by the Reserve Bank of India requires the asset classification to be maintained as “standard”. Therefore,\nthe borrowers, where a resolution plan was implemented under these guidelines are classified as standard restructured.\n\nProvisions are generally made by the Bank on standard,\nsubstandard, doubtful and loss assets as per internal provisioning norms, subject to minimum provisioning requirements of the Reserve\nBank of India. The Bank holds specific provisions against non-performing loans and a general provision against standard loans. The Bank\nalso makes specific provisions on certain performing loans as per the direction of the Reserve Bank of India. Loss assets and unsecured\nportions of doubtful assets are fully provided for. For impaired loans held in overseas branches that are performing as per the Reserve\nBank of India guidelines, provisions are made as per the host country regulations. For loans held in overseas branches that are non-performing\nloans as per the Reserve Bank of India guidelines and as per host country regulations, provisions are made at the higher of the provisions\nrequired as required by internal provisioning norms and host country regulations. In respect of borrowers classified as non-cooperative\nborrowers or willful defaulters, the Bank makes accelerated provisions as per the Reserve Bank of India guidelines. The Bank holds specific\nprovisions for non-performing loans that are higher than the minimum regulatory requirements.\n\nIn respect of non-retail loans reported as fraud\nto the Reserve Bank of India, the entire amount is provided for over a period not exceeding four quarters starting from the quarter in\nwhich fraud has been detected. In respect of non-retail loans where there has been a delay in reporting the fraud to the Reserve Bank\nof India or which are classified as loss accounts, the entire amount is provided immediately. In the case of fraud in retail accounts,\nthe entire amount is provided immediately. In respect of borrowers classified as non-cooperative borrowers or willful defaulters, the\nBank makes accelerated provisions as per the Reserve Bank of India guidelines.\n\nThe Bank makes provision on restructured loans\nsubject to minimum requirements as per the Reserve Bank of India guidelines. Provisions due to diminution in the fair value of restructured/rescheduled\nloans and advances are made in accordance with the applicable Reserve Bank of India guidelines. Non-performing and restructured loans\nare upgraded to standard, as per the extant Reserve Bank of India guidelines or host country regulations, as applicable.\n\nAs per the Reserve Bank of India guidelines, the\nnon-performing loans are written off in accordance with the Bank’s policy. Amounts recovered against bad debts written off are recognized\nin the profit and loss account.\n\nThe Bank also creates general provisions on performing\nloans based on the guidelines issued by the Reserve Bank of India, including provisions on loans to borrowers having unhedged foreign\ncurrency exposure, loans to specific borrowers in specific stressed sectors, exposure to step-down subsidiaries of Indian companies and\nincremental exposures to borrowers identified as per the Reserve Bank of India’s large exposure framework. For performing loans\nin overseas branches, the general provisions are made at the greater of the aggregate provision required as per host country regulations\nand the Reserve Bank of India’s requirement.\n\nAdditionally, the Bank creates provisions on individual\ncountry exposures including indirect country risk, other than for home-country exposure. The countries are categorized into seven risk\ncategories: insignificant, low, moderately low, moderate, moderately high, high and very high and provisioning is made on exposures with\ncontractual maturity exceeding 180 days on a graded scale ranging from 0.25% to 25%. For exposures with a contractual maturity of less\nthan 180 days, provision is required to be held at 25% of the rates applicable to exposures exceeding 180 days. The indirect exposure\nis estimated at 50% of the exposure. If the Bank’s net funded exposure in respect of a country is less than 1% of its total assets,\nno provision is required for such country exposure.\n\n194\n\n[Table of Contents](#a_050)\n\nThe Bank makes additional provisions from the\ndate of default as per the Reserve Bank of India’s guidelines for cases where viable resolution plans have not been implemented\nwithin the timelines prescribed by the Reserve Bank of India. These additional provisions are written-back upon satisfaction of the conditions\nfor reversal, as per the Reserve Bank of India guidelines.\n\nThe Bank, on a prudent basis, also makes a contingency\nprovision on certain standard assets. The contingency provision is included in ‘Other Liabilities and Provisions’.\n\nThe Bank has a Board-approved policy for making\nfloating provisions, which are in addition to the specific and general provisions made by the Bank. The floating provision can only be utilized\nwith the approval of Board and the Reserve Bank of India, for contingencies which do not arise in the normal course of business and are\nexceptional and non-recurring in nature, and for making specific provisions for impaired loans required by the Reserve Bank of India guidelines\nor any regulatory guidance/instructions. The floating provision is netted off from loans.\n\nThe provisions on loans involve uncertainties\nand are significantly affected by the assumptions used and judgments made for provisions on non-performing loans, on performing loans\nand other credit exposures. Changes in assumptions could significantly affect these estimates and the resulting provisions.\n\n**ICICI Prudential Life Insurance Company Limited**\n\nPremium for non-linked policies is recognized\nas income (net of goods and service tax) when due from policyholders. For unit-linked business, premium is recognized as income when the\nassociated units are created. Premium on lapsed policies is recognized as income when such policies are reinstated.\n\nReinsurance premium ceded is accounted in accordance\nwith the terms and conditions of the relevant treaties with the reinsurer. Profit commission on reinsurance ceded is net off premium ceded\non reinsurance.\n\nDeath and rider claims are\naccounted for on receipt of intimation. Survival, maturity and annuity benefits are accounted when due. Withdrawals and surrenders under\nnon-linked policies are accounted on the receipt of intimation and for unit-linked policies, are accounted in the respective schemes when\nthe associated units are cancelled. Amount payable on lapsed/discontinued policies are accounted for on expiry of lock-in-period of these\npolicies. Surrenders, withdrawals and lapsation are disclosed at net of charges recoverable. Claim settlement cost, legal and other fees\nform part of claim cost wherever applicable. Reinsurance claims are accounted for in the period in which the claim is intimated and are\nnetted off against benefits paid. Repudiated claims and other claims disputed before the judicial authorities are provided for on prudent\nbasis as considered appropriate by the management.\n\nIncome from unit-linked policies, which includes\nfund management charges, policy administration charges, mortality charges and other charges, if any, are recovered from the unit-linked\nfunds in accordance with terms and conditions of policies issued and are recognized when due.\n\nAcquisition costs are costs that vary with, and\nare primarily related to, acquisition of new and renewal insurance contracts and have an obligatory relationship of costs incurred to\nexecution of insurance contracts. These costs are expensed in the period in which they are incurred. Clawback of commission paid, if any,\nin future is accounted in the year in which it becomes recoverable.\n\nThe actuarial liabilities, for all in-force policies,\nand policies where premiums are discontinued but a liability exists as at the valuation date, are calculated in accordance with the accepted\nactuarial practice, requirements of Insurance Act, 1938, as amended from time to time, regulations notified by IRDAI, and relevant guidance\nnotes and Actuarial Practice Standards of the Institute of Actuaries of India. The unit\n\n195\n\n[Table of Contents](#a_050)\n\nliability in respect of linked business is the value of the units standing\nto the credit of policyholders, using the net asset value prevailing at the valuation date.\n\nThe actuarial liability in respect of both participating\nand non-participating policies is calculated using the gross premium method, using assumptions for interest, mortality, morbidity, persistency,\nexpense, inflation, and in the case of participating policies, future bonuses together with allowance for taxation and allocation of profits\nto shareholders. These assumptions are determined as prudent estimates at the date of valuation including allowances for possible adverse\ndeviations.\n\nThe Funds for Future Appropriations, in the participating\nsegment represent the surplus, which is not allocated to policyholders or shareholders as at the Balance Sheet date.\n\nInvestments are made and accounted for in accordance\nwith the Insurance Act, 1938, the Regulation, the Master Circular, Investment Policy of the Company and various other circulars/notifications\nissued by IRDAI in this context from time to time.\n\nUnclaimed amount of policyholders’ liability\nis determined on the basis of net asset value of the units outstanding as at the valuation date. Income on unclaimed amount of policyholders\nis accreted to the unclaimed fund and is accounted for on an accrual basis, net of fund management charges.\n\nBorrowing costs are charged to the Profit and\nLoss account in the period in which these are incurred.\n\nProvisions for income tax are made in\naccordance with the provisions of Section 44 of the Income Tax Act 1961, read with rules contained in the first schedule and other\nrelevant provisions of the Income Tax Act 1961, as applicable, to a company carrying on in the life insurance business. Income tax\nexpense comprises current taxes (i.e. the amount of tax for the year as determined in accordance with the Income Tax Act 1961) and\ndeferred tax charges or credits (reflecting the tax effects of timing differences between accounting income and taxable income for\nthe year).\n\n**Fair Value Measurements**\n\nWe determine the fair values of our financial\ninstruments in U.S. GAAP based on the fair value hierarchy established in ASC Topic 820. The standard describes three levels of inputs\nthat may be used to measure fair value.\n\nThe valuation of Level 1 instruments is based\nupon the unadjusted quoted prices of identical instruments traded in active markets on reporting date.\n\nThe valuation of Level 2 instruments is based\nupon the quoted prices for similar instruments in active markets, the quoted prices for identical or similar instruments in markets that\nare not active, prices quoted by market participants and prices derived from valuation models which use significant inputs that are observable\nin active markets. Inputs used include interest rates, yield curves, volatilities and credit spreads, which are available from public\nsources such as Reuters, Bloomberg, Foreign Exchange Dealers Association of India, Financial Benchmark India Private Limited and the Fixed\nIncome Money Markets and Derivatives Association of India.\n\nThe valuation of Level 3 instruments is based\non valuation techniques or models which use significant market unobservable inputs or assumptions. Financial instruments are considered\nLevel 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one\nsignificant model assumption or input is unobservable or when the determination of the fair value requires significant management judgment\nor estimation.\n\n196\n\n[Table of Contents](#a_050)\n\nThe valuation methodologies adopted by us for\nvaluing our investments and derivatives portfolio are summarized below. A substantial portion of the portfolio is valued based on the\nunadjusted quoted or traded prices or based on models using market observable inputs such as interest rates, yield curves, volatilities\nand credit spreads available from public sources like Fixed Income Money Markets and Derivatives Association of India, Foreign Exchange\nDealers Association of India, Financial Benchmark India Private Limited, Reuters, Bloomberg and stock exchanges.\n\nThe rupee denominated fixed income portfolio,\nwhich includes all rupee investments in government securities and corporate bonds, is valued based on guidelines for market participants\nestablished by the Fixed Income Money Market and Derivatives Association. The Fixed Income Money Market and Derivatives Association is\nan association of scheduled commercial banks, public financial institutions, primary dealers and insurance companies and is a voluntary\nmarket body for bonds, derivatives and money markets in India. The international investments portfolio is generally valued on the basis\nof quoted prices. In certain markets, due to illiquidity, we use alternate valuation methodologies based on our own assumptions and estimates\nof the fair values.\n\nA substantial part of the derivatives portfolio\nis valued using market observable inputs like swap rates, foreign exchange rates, volatilities and forward rates. The valuation of derivatives\nis carried out primarily using the market quoted swap rates and foreign exchange rates. Certain structured derivatives are valued based\non counterparty quotes. The exposure regarding derivatives transactions is computed and is marked against the credit limits approved for\nthe respective counterparties.\n\nWe also hold investments and derivatives\nthat have been valued based on unobservable inputs or that involve significant assumptions made by the management in arriving at their\nfair values. Such instruments are classified under Level 3 as per the classification defined in FASB ASC Topic 820 “Fair Value Measurements\nand Disclosures”.\n\n**A description of the valuation methodologies of Level 3 investments\nunder U.S. GAAP**\n\nOur total investment in Level\n3 instruments amounted to Rs. 153.1 billion at year-end fiscal 2026. Out of the total Level 3 investments, investments amounting to Rs.\n151.6 billion were India-linked and investments amounting to Rs. 1.5 billion were non-India linked. India-linked investments consisted\nof pass-through certificates of Rs. 145.0 billion, corporate bonds of Rs. 1.9 billion, equity shares of Rs. 4.5 billion and other securities\nof Rs. 0.1 billion. Non-India linked investments consisted of mortgage-backed securities of Rs. 1.5 billion at year-end fiscal 2026 and\nequity shares of Rs. 0.0 billion at year-end fiscal 2026.\n\nThe valuation of Indian pass-through\ncertificates is dependent on the estimated cash flows that the underlying trust would pay out. The underlying trust makes assumptions\nwith regards to various variables to arrive at the estimated cash flows. The cash flows for pass through certificates are discounted at\nthe yield-to-maturity rates and credit spreads published by Financial Benchmark India Private Limited and Fixed Income Money Market and\nDerivatives Association on month ends.\n\nBonds that have been identified\nas illiquid and valued based on a valuation model are classified as Level 3 instruments only if the input used to value those securities\nis collected from unobservable market data or if the bonds were valued after making adjustment to the market observable data. The investment\nin bonds of Rs. 1.9 billion were valued at the amortized cost net of impairment or using significant management estimates and assumptions\nor based on market value of the underlying collateral.\n\nDue to illiquidity in the\nasset backed and mortgage-backed security markets, a substantial part of these securities are classified as Level 3 and valuation models\nare used to value these securities.\n\n197\n\n[Table of Contents](#a_050)\n\nOur Canadian subsidiary holds\nretained interest, largely representing the excess spread of mortgage interest over the rate of return on the mortgaged backed securities,\nwhich has been recorded as available-for-sale securities in the balance sheet at fair value of Rs. 1.5 billion determined using an internal\nmodel.\n\nNon-India linked equity shares\nof Rs. 0.0 billion were valued by applying discount to the market price of same company.\n\nThe methodologies we use for validating the valuation\nmodel of products which are valued with reference to market observable inputs include comparing the outputs of our models with counterparty\nquotes, in comparison with pricing from third party pricing tools, replicating the valuation methodology used in the model or other methods\nused on a case-by-case basis. The valuation is also carried out under various scenarios and are checked for consistency. However, for\nproducts where there are no reliable market prices or market observable inputs available, valuation is carried out using models developed\nusing alternate approaches and incorporating proxies wherever applicable. The independent validation of valuation models is performed\nby an entity/unit independent of the risk management group.\n\n**Convergence of Indian Accounting Standards with International Financial\nReporting Standards**\n\nIn 2016, the Ministry of Corporate Affairs issued\nthe roadmap for implementation of new Indian Accounting Standards (“Ind AS”), converged with International Financial Reporting\nStandards, for scheduled commercial banks, insurance companies and non-banking financial companies. However, currently the implementation\nof Ind AS for banks has been deferred until further notice pending the consideration of some recommended legislative amendments by the\nGovernment of India and for insurance companies, Ind AS has been made applicable form April 1, 2026, with an option to the insurance companies\nto obtain a forbearance for a period of one year with prior approval of IRDAI. We are in an advanced stage of preparedness for implementation\nof Ind AS, as and when these are made applicable. Further, there may be regulatory guidelines and clarifications in some critical areas\nof Ind AS application, which we will need to suitably incorporate in our implementation project as and when those are issued.\n\nFinancial statements prepared under Ind AS may\ndiverge significantly from the financial statements and other financial information included or incorporated by reference in this annual\nreport. The major areas of differences include impairment of financial assets and allowance for expected credit losses, accounting of\nloan processing fees and costs, consolidation accounting and deferred taxes.\n\nIn April 2026, the Reserve Bank of India, issued\ndirections which introduced expected credit loss framework for provisioning by banks, broadly based on the principles of the International\nFinancial Reporting Standard 9, supplemented by regulatory backstops wherever necessary. The expected credit loss approach includes introduction\nof a staging framework for asset classification, while retaining the extant norms for classification of non-performing assets and adoption\nof forward-looking provisioning. These directions also introduced minimum prudential floors to be maintained by banks in addition to provisions\ncomputed based on expected credit loss estimates. These directions shall come into force with effect from April 1, 2027 and may require\nhigher provisioning requirements.\n\n198\n\n[Table of Contents](#a_050)\n\n**Management**\n\n**Directors and Executive Officers**\n\nOur Board is responsible for the management of\nour business. Our organizational documents provide for a minimum of three and a maximum of 15 directors, excluding the Government Director\nand the Debenture Director (defined below), if any. We may, subject to the provisions of our organizational documents and the Companies\nAct change the maximum number of directors by a special resolution, subject to approval by our shareholders. Approval of a special resolution\nrequires that the votes cast by shareholders in favor of the resolution are not less than three times the number of the votes, if any,\ncast against the resolution. In addition, under the Banking Regulation Act, 1949, the Reserve Bank of India may require us to convene\na meeting of our shareholders for the purposes of appointing new directors to our Board of Directors.\n\nThe Banking Regulation Act, 1949 requires that\nat least 51% of our directors should have special knowledge or practical experience in banking and areas relevant to banking including\naccountancy, agriculture and rural economy, co-operation, economics, finance, law, small scale industry, IT, payment and settlement systems,\nhuman resources, risk management and business management. All our directors possess special knowledge in more than one area specified\nin the Banking Regulation Act and applicable regulations. The appointment of the chairman and executive directors requires the approval\nof the Reserve Bank of India, in addition to the approval of our shareholders that is generally required for the appointment of all directors\n(other than the Government Director and the Debenture Director, if any). In classifying our directors as independent, we have relied on\nthe declaration of independence provided by the independent directors as prescribed under the Companies Act and the Securities and Exchange\nBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, which were also placed\nbefore the Board at its meeting held on April 18, 2026. The Companies Act excludes the Government Director from the definition of independent\ndirector. Our directors are also subject to ‘fit and proper’ criteria as prescribed by the Reserve Bank of India to be considered\nwhile appointing persons as directors of banking companies. Our directors (other than the Government Director) are required to make declarations\nconfirming their ongoing compliance of the ‘fit and proper’ criteria. Our Board Governance, Remuneration & Nomination\nCommittee and Board of Directors have reviewed the declarations received from all the existing directors in this regard and determined\nthat all our directors satisfy the ‘fit and proper’ criteria and can continue on the Board. Further, pursuant to the Reserve\nBank of India guidelines, a person is eligible for appointment as non-executive director, if he or she is between 35 and 75 years of age.\nAfter attaining the age of 75 years, no person can continue in this position. Our organizational documents also provide that we may execute\ntrust deeds in respect of our debentures under which the trustee or trustees may appoint a director, known as the Debenture Director.\nThe Debenture Director is not subject to retirement by rotation and may only be removed as provided in the relevant trust deed. Currently,\nwe do not have a Debenture Director on our Board of Directors.\n\nOf our 12 directors as at July 8, 2026, four directors\nare in our Whole-time employment (the Managing Director & CEO, and three Executive Directors) and the remaining eight directors are\nIndependent Directors.\n\nThe Companies Act provides that an Independent\nDirector shall not hold office for more than two consecutive terms of up to five years each provided that the director is re-appointed\nby passing a special resolution on completion of the first term. In line with the Reserve Bank of India guidelines, the total tenure of\nnon-executive director, continuously or otherwise, on the Board of a bank, shall not exceed eight years. After completing eight years\non the Board of a bank the person, may be considered for re-appointment only after a minimum gap of three years. The Companies Act provides\nthat in respect of banking companies, the provisions of the Companies Act shall apply except in so far as they are inconsistent with the\nprovisions of the Banking Regulation Act.\n\n199\n\n[Table of Contents](#a_050)\n\nPursuant to the provisions of the Companies Act,\nat least two-thirds of the total number of our Non-independent Directors are subject to retirement by rotation. The Government Director\nand the Debenture Director are not subject to retirement by rotation as per our organizational documents. One-third of the directors liable\nto retire by rotation must retire from office at each annual general meeting of shareholders. A retiring director is eligible for re-election.\n\nMr. Pradeep Kumar Sinha was appointed as an Independent\nDirector for a period of five years from February 17, 2024. Effective July 1, 2024, he was appointed as Non-executive Part-time Chairperson.\nRequisite approvals from the Reserve Bank of India and shareholders for such appointment are in place.\n\nMr. Sandeep Bakhshi was\nappointed as a whole-time Director and Chief Operating Officer (Designate) effective from July 31, 2018 and as the Managing Director and\nChief Executive Officer effective October 15, 2018 for a period till October 3, 2023. He was re-appointed as Managing Director and Chief\nExecutive Officer of the Bank for a period of three years with effect from October 4, 2023 to October 3, 2026. Requisite approvals from\nthe Reserve Bank of India and shareholders for such appointment are in place. The Board unanimously approved the re-appointment of Mr.\nSandeep Bakhshi for a further period of two years with effect from October 4, 2026 to October 3, 2028, subject to approval of the Reserve\nBank of India, shareholders, and such other approvals as may be required. The Reserve Bank of India has, vide its letter dated May\n22, 2026, approved the re-appointment of Mr. Sandeep Bakhshi for a period of two years from October 4, 2026. The approval of the shareholders\nwill be sought in the ensuing Annual General Meeting.\n\nMr. Sandeep Batra was appointed as a whole-time\nDirector (designated as an Executive Director) effective December 23, 2020 till December 22, 2023. He was re-appointed as whole-time director\n(designated as an Executive Director) for a further period of two years with effect from December 23, 2023 to December 22, 2025. The Board\nof Directors of the Bank at its meeting held on January 25, 2025, approved the re-appointment of Mr. Sandeep Batra for a period of two\nyears with effect from December 23, 2025 to December 22, 2027, subject to approval of the Reserve Bank of India and shareholders of the\nBank. Approval from the Reserve Bank of India and shareholders are in place.\n\nMr. Rakesh Jha was appointed as a whole-time Director\n(designated as an Executive Director) for a period of three years effective September 2, 2022. The Board of Directors of the Bank at its\nmeeting held on January 25, 2025, approved proposal for seeking approval from the Reserve Bank of India for re-appointment of Mr. Rakesh\nJha from September 2, 2025 till September 1, 2027. Requisite approvals from the Reserve Bank of India and shareholders for such appointment\nare in place.\n\nMr. Ajay Kumar Gupta was\nappointed as a whole-time director (designated as an Executive Director) effective March 15, 2024 till November 26, 2026. Requisite approvals\nfrom the Reserve Bank of India and shareholders for such appointment are in place. The Board of Directors in its meeting held on January\n17, 2026, approved the re-appointment of Mr. Ajay Kumar Gupta for a further period of two years with effect from November 27, 2026 to\nNovember 26, 2028, subject to approval of the Reserve Bank of India, shareholders, and such other approvals as may be required.\n\nThe Board of Directors of\nthe Bank had, at its meeting held on October 18, 2025 and the shareholders, through Postal Ballot on February 25, 2026, approved the appointment\nof Ms. Vijayalakshmi Iyer, as an Independent Director, for a term commencing from December 1, 2025 to May 31, 2030.\n\n200\n\n[Table of Contents](#a_050)\n\nThe Board of Directors\nof the Bank had, vide a resolution passed by circulation on June 1, 2026 approved the appointment of Mr. Ashwani Bhatia as an\nAdditional (Independent) Director, for a term commencing from June 1, 2026 to May 31, 2031, subject to the approval of\nshareholders.\n\nMs. Neelam Dhawan and Mr. Radhakrishnan Nair retired as Independent\nDirectors of the Bank on January 11, 2026 and May 1, 2026, respectively, pursuant to the completion of their second term as an Independent\nDirectors.\n\nOur Board had the following members at July 8,\n2026:\n\n**Name,\ndesignation and profession**\n\n**Age**\n\n**Date of first\nAppointment**\n\n**Particulars\nof other Directorship(s) at\nJuly 8, 2026**\n\nMr. Pradeep Kumar Sinha\n\nNon-Executive Independent Director\n\n**Profession**: Government Servant\n(Retired)\n\n70\n\nFebruary 17, 2024\n\n(appointed as part-time Chairperson effective July 1, 2024)\n\n**Director **\n\nCarbon U Turn Technology Private Limited\n\nGlenmark Pharmaceuticals Limited\n\nMr. Subramanian Madhavan\n\nNon-Executive Independent Director\n\n**Profession**: Advisor\n\n69\nApril 14, 2019\n\n**Chairperson **\n\nProcter & Gamble Health Limited\n\n**Director **\n\nCBIX Technology Solutions Private\nLimited\n\nShopkhoj Content Private Limited\n\nLifestyle International Private Limited\n\nEicher Motors Limited\n\nWelspun Enterprises Limited\n\nAnthem Biosciences Limited\n\nMr. Balasubramanyam Sriram\n\nNon-Executive Independent Director\n\n**Profession**: Advisor\n\n67\nJanuary 14, 2019\n\n**Director **\n\nTVS Credit Services Limited\n\nNippon Life India Asset Management\nLimited\n\nIndiaIdeas Com Limited\n\nTVS Supply Chain Solutions Limited\n\nNational Bank for Financing Infrastructure and Development (NaBFID)\n\nTVS Motor Company Limited\n\nMs. Vibha Paul Rishi\n\nNon-Executive Independent Director\n\n**Profession**: Company Director\n\n66\nJanuary 23, 2022\n\n**Director **\n\nICICI Prudential Life Insurance\nCompany Limited\n\nPratham Education Foundation\n\nPiramal Pharma Limited\n\nCummins India Limited\n\n201\n\n[Table of Contents](#a_050)\n\n**Name,\ndesignation and profession**\n\n**Age**\n\n**Date of first\nAppointment**\n\n**Particulars\nof other Directorship(s) at\nJuly 8, 2026**\n\nMr. Rohit Bhasin\n\nNon-Executive Independent Director\n\n**Profession**: Company Director\n\n66\nJuly 26, 2024\n\n**Chairperson**\n\nIndira IVF Hospital Limited\n\n**Director **\n\nStar Health and Allied Insurance\nCompany Limited\n\nDr Lal PathLabs Limited\n\nYatra Online Limited\n\nSelect Synergies and Services Private\nLimited\n\nBlueStone Jewellary and Lifestyle\nLimited\n\nGlobe All India Services Limited\n\nMr. Punit Sood\n\nNon-Executive Independent Director\n\n**Profession**: Company Director\n\n61\nOctober 1, 2024\n\n**Director **\n\nNational Payment Corporation of\nIndia\n\nMphasis Limited\n\nMs.\nVijayalakshmi Iyer\n\nNon-Executive\nIndependent Director\n\n**Profession**: Company Director\n\n71\nDecember 1, 2025\n\n**Director\n**\n\nGlenmark Pharmaceuticals Limited\n\nCG Power and Industrial Solutions Limited\n\nComputer Age Management Services Limited\n\nAvanse Financial Services Limited\n\nAxis Mutual Fund Trustee Limited\n\nICICI Securities Limited\n\nCG Semi Private Limited\n\nCentre for Investment Education and Learning Private Limited\n\nAV Financial Experts Network Private Limited\n\nMr. Ashwani Bhatia\n\nNon-Executive\nIndependent Director\n\n**Profession**: Company Director\n\n64\nJune 1, 2026\n\n**Chairperson **\n\nNiva Bupa Health Insurance Company Limited\n\nMr. Sandeep Bakhshi\n\nManaging Director and CEO\n\n**Profession**: Company Executive\n\n66\nOctober 15, 2018\n**None**\n\n202\n\n[Table of Contents](#a_050)\n\n**Name,\ndesignation and profession**\n\n**Age**\n\n**Date of first\nAppointment**\n\n**Particulars\nof other Directorship(s) at\nJuly 8, 2026**\n\nMr. Sandeep Batra\n\nExecutive Director\n\n**Profession**: Company Executive\n\n60\nDecember 23, 2020\n\n**Chairperson**\n\nICICI Prudential Life Insurance Company\nLimited\n\nICICI Venture Funds Management Company\nLimited\n\nICICI Prudential Asset Management\nCompany Limited\n\n**Director**\n\nICICI Lombard General Insurance Company\nLimited\n\nMr. Rakesh Jha\n\nExecutive Director\n\n**Profession**: Company Executive\n\n54\nSeptember 2, 2022\n\n**Chairperson**\n\nICICI Home Finance Company Limited\n\nICICI Lombard General Insurance\nCompany Limited\n\nICICI Securities Limited\n\nMr. Ajay Kumar Gupta\n\nExecutive Director\n\n**Profession**: Company Executive\n\n59\nMarch 15, 2024\n\n**Chairperson **\n\nI-Process Services (India) Limited\n\nICICI Securities Primary Dealership Limited\n\n**Director **\n\nICICI Securities Limited\n\nICICI Home Finance Company Limited\n\nOur executive officers as at March 31, 2026, who\nreceived executive remuneration in fiscal 2026, were as follows:\n\n**Name**\n\n**Age**\n\n**Designation\nand Responsibilities**\n\n**Years of Work\nExperience**\n\n**Total remuneration\nin Fiscal 2026\n(in Rupees)**\n\n**Bonus\nPaid in Fiscal 2026\n(in Rupees)(1)**\n\n**Stock Options\nGranted during Fiscal\n2026**\n\n**Total\nStock Options Outstanding at March 31, 2026(2)**\n\n**Shareholding\nat March 31,\n2026(3)**\n\nMr. Sandeep Bakhshi\n66\nManaging Director and CEO\n43\n71,240,999\n34,932,563\n242,100\n5,760,000\n876,300\n\nMr. Sandeep Batra\n60\nExecutive Director\n38\n65,043,846\n30,372,664\n198,190\n3,015,765\n809,435\n\nMr. Rakesh Jha\n54\nExecutive Director\n30\n65,161,259\n28,208,935\n198,190\n3,315,265\n95,900\n\nMr. Ajay Kumar Gupta\n59\nExecutive Director\n34\n64,949,051\n22,690,537\n198,190\n1,317,390\n540,568\n\nMr. Anindya Banerjee\n50\nGroup Chief Financial Officer\n28\n32,225,670\n15,168,520\n96,600\n1,257,932\n450,038\n\n(1)Bonus amounts earned for fiscal 2025 were subject to deferment policy of the Bank in-line with the regulatory stipulations. The above\namounts include payouts of the non-deferred portion of the bonus amount pertaining to fiscal 2024. The balance amount shall be equally\ndeferred over a period of three years. The above amount also include the deferred portion of the bonus amount approved in earlier years\nthat was paid during fiscal 2026.\n\n(2)Each stock option, once exercised, would be equivalent to one equity share of the Bank. See also “—Compensation and Benefits\nto Directors and Officers—Employee Stock Option Scheme” for a description of the other terms of these stock options.\n\n(3)Executive officers and directors (including non-executive directors) as a group held 0.04% of the Bank’s equity shares at March\n31, 2026.\n\n203\n\n[Table of Contents](#a_050)\n\nThe profile of our non-executive directors as\nat July 8, 2026 was as follows:\n\n*Mr. Pradeep Kumar Sinha*has a master’s\ndegree in economics from the Delhi School of Economics and Philosophy in Social Sciences. He joined the Indian Administrative Service\nin 1977. He was a Visiting Fellow at the University of Oxford in 1999. He served mostly in the Government of India and rose to the highest\nposition of Cabinet Secretary, the head of civil services. He served as the Cabinet Secretary for more than 4 years before moving to the\nPrime Minister’s Office. He retired from there in March 2021 after 44 years of service. He has been a government nominee director\nin numerous major public sector undertakings.\n\n*Mr. Subramanian Madhavan*\nis a chartered accountant and holds a post graduate diploma in business management from the Indian Institute of Management, Ahmedabad.\nHe started his career with Hindustan Unilever Limited. He had thereafter established a highly successful tax practice and served large\nIndian and multinational clients. He was then a senior partner and Executive Director in PricewaterhouseCoopers Private Limited. He has\nover 38 years of experience in accountancy, economics, finance, law, IT, human resources, risk management, business management and banking.\nHe has also served as the President Northern Region, Indo-American Chamber of Commerce and has been a past Co-Chairperson, Taxation Committee,\nASSOCHAM. He is a member of the Institute of Directors, the All India Management Association and the Delhi Management Association.\n\n*Mr. Balasubramanyam Sriram* is a Certificated\nAssociate of the Indian Institute of Banking Finance (formerly known as The Indian Institute of Bankers) and holds diplomas in international\nlaw and diplomacy from the Indian Academy of International Law & Diplomacy and management from the All India Management Association.\nHe has bachelor’s and master’s degrees in science (physics) from St. Stephen’s College, Delhi University. Mr. Sriram\nworked with State Bank of India for about 37 years. Mr. Sriram was Managing Director of State Bank of Bikaner & Jaipur from 2013 to\n2014, Managing Director of State Bank of India from 2014 to 2018 and Managing Director & Chief Executive Officer of IDBI Bank Limited\nfrom June-September 2018. He was a part time member of the Insolvency and Bankruptcy Board of India.\n\n*Ms. Vibha Paul Rishi* is an economics graduate\nfrom Lady Shri Ram College, Delhi University and also has a master’s in business administration with a specialization in marketing\nfrom the Faculty of Management Studies, University of Delhi. She has worked at senior positions in branding, strategy, innovation and\nhuman capital around the world. She started her career with the Tata Group and was part of the core team for launching Titan watches.\nShe was thereafter associated with PepsiCo for 17 years in leadership roles in the areas of marketing and innovation in India, U.S. and\nU.K. She was one of the founding team members of PepsiCo when it started operations in India. Ms. Rishi serves on the boards and board\ncommittees of several reputed companies.\n\n*Mr. Rohit Bhasin* is a chartered accountant\nwith over 21 years of experience in PricewaterhouseCoopers, where he was a member of its India leadership team and partner oversight committee.\nHe also worked with Standard Chartered Bank in India for nearly a decade. He has been an independent director and audit committee chairperson\nof several leading listed Indian companies.\n\n*Mr. Punit Sood* has a bachelor’s degree\nin electronics and communications from the Indian Institute of Technology, Roorkee and is a postgraduate in management and information\nsystems from the Indian\n\n204\n\n[Table of Contents](#a_050)\n\nInstitute of Management, Ahmedabad. He has over 35 years of experience\nin banking and IT. He was Managing Director of NatWest Digital Services India Private Limited. He has also been Managing Director and\nChief Information Officer at JP Morgan Services India, and Chief Executive Officer and Managing Director at Citi Technology Services India.\n\n*Ms. Vijayalakshmi Iyer* graduated from M.L.\nDahanukar College of Commerce and did her post graduation from Sydenham College of Commerce Mumbai. She is also a certified associate\nof the Indian Institute of Banking and Finance. She has nearly four decades of experience in the banking and finance sector in India and\nserved as the chairperson for a number of boards and committees in the financial sector in India. She retired as the Chairperson and Managing\nDirector of Bank of India in May 2015. She also served as member (finance & investment) at IRDAI from June 2015 to May 2017.\n\n*Mr. Ashwani Bhatia*\nis a banking and financial markets veteran with over 40 years of experience. He previously served as a wholetime Member at Securities\n& Exchange Board of India (“SEBI”) from June 2022 to May 2025, where he oversaw key departments like Debt and Hybrid\nSecurities and Alternative Investment Funds. Prior to SEBI, he spent roughly 37 years with the State Bank Group, rising from a Probationary\nOfficer in 1985 to ultimately retire as the Managing Director of State Bank of India. He has wide experience in treasury operations,\nretail banking, credit, investment banking and asset management. Mr. Bhatia is a Bachelor of Science (Physics & Mathematics) from\nDayalbagh University, Agra and an MBA from Podar Institute of Management, Jaipur.\n\nThe profile of our executive officers as at July\n8, 2026 was as follows:\n\n*Mr. Sandeep Bakhshi*is an engineer and\nhas a master’s degree in business administration. Mr. Sandeep Bakhshi joined ICICI in the year 1986. Over the years he has worked\nin various assignments at ICICI Limited, ICICI Lombard General Insurance Company Limited, ICICI Bank and ICICI Prudential Life Insurance\nCompany Limited. He joined ICICI Bank on June 19, 2018 as Chief Operating Officer (Designate) and was appointed as Managing Director and\nChief Executive Officer of ICICI Bank effective October 15, 2018.\n\n*Mr. Sandeep Batra* is a chartered accountant\nand a company secretary by qualification. He joined as Chief Financial Officer of ICICI Prudential Life Insurance Company Limited in the\nyear 2000 and subsequently has held positions as Group Compliance Officer of ICICI Bank, Executive Director of ICICI Prudential Life Insurance\nCompany Limited and President at ICICI Bank. He was appointed as Executive Director of ICICI Bank effective December 23, 2020 and is currently responsible for the Corporate Centre from July 2018. He is the Chairperson of ICICI Prudential Life Insurance Company Limited, ICICI\nPrudential Asset Management Company Limited and ICICI Venture. He also serves on the Board of ICICI Lombard General Insurance Company\nLimited.\n\n*Mr. Rakesh Jha* is an engineering graduate\nfrom the Indian Institute of Technology at Delhi and a post-graduate in management from the Indian Institute of Management, Lucknow. He\njoined ICICI in 1996 and has worked in various areas. He was the Group Chief Financial Officer in his previous role. He was appointed\nas an Executive Director on the Board of ICICI Bank with effect from September 2, 2022. He is responsible for the retail, small enterprises\nand corporate banking businesses of the Bank. He is the Chairperson of ICICI Lombard General Insurance Company Limited, ICICI Home Finance\nCompany Limited and ICICI Securities Limited.\n\n*Mr. Ajay Kumar Gupta*is a chartered accountant*.*He joined ICICI Group in November 1991 and has worked across corporate banking, project finance, SME, debt service management, credit\n& policy and operations. He is responsible for credit policy formulation and credit underwriting for retail and business banking,\noperations, technology and data sciences and analytics function of the Bank. He is the\n\n205\n\n[Table of Contents](#a_050)\n\nChairperson of ICICI Securities Primary Dealership Limited and I-Process\nServices (India) Limited. He also serves on the Board of ICICI Securities Limited and ICICI Home Finance Company Limited.\n\n*Mr. Anindya Banerjee* is a chartered accountant.\nHe joined ICICI Group in 1998 and initially worked in the area of corporate banking before moving to planning and strategy function in\nthe corporate office. He was appointed as the Group Chief Financial Officer of the Bank with effect from May 1, 2022. His current responsibilities\ninclude financial reporting, planning and strategy and asset-liability management. He also serves on the Board of ICICI Venture Funds\nManagement Company Limited with effect from July 8, 2026.\n\n**Corporate Governance**\n\nOur corporate governance policies recognize the\naccountability of the Board and the importance of making the Board transparent to all our constituents, including employees, customers,\ninvestors and the regulatory authorities, and for demonstrating that our shareholders are the ultimate beneficiaries of our economic activities.\n\nOur corporate governance framework is based on\nan effective majority independent Board, the separation of the Board’s supervisory role from the executive management and the constitution\nof Board committees, generally comprising a majority of independent directors and most of the Committees being chaired by independent\ndirectors, to oversee critical areas and functions of executive management.\n\nOur corporate governance philosophy encompasses\nregulatory and legal requirements, such as the compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations\nand Disclosure Requirements) Regulations, 2015, aimed at a high level of business ethics, effective supervision and enhancement of value\nfor all stakeholders.\n\nOur Board’s role, functions, responsibility\nand accountability are clearly defined. In addition to its primary role of monitoring corporate performance, the functions of our Board\ninclude:\n\n·approving corporate philosophy and mission;\n\n·participating in the formulation of strategic and business plans;\n\n·reviewing and approving financial plans and budgets;\n\n·monitoring corporate performance against strategic and business plans, including overseeing operations;\n\n·ensuring ethical behavior and compliance with laws and regulations;\n\n·reviewing and approving borrowing limits;\n\n·formulating exposure limits; and\n\n·keeping shareholders informed regarding plans, strategies and performance.\n\nTo enable our Board of Directors to discharge\nthese responsibilities effectively, executive management provides detailed reports on its performance to the Board on a quarterly basis.\n\nOur Board functions either as a full Board or\nthrough various committees constituted to oversee specific operational areas. These Board committees meet regularly. The quorum of the\nBoard committees was increased from at least two members to at least three members with effect from June 30, 2019, to transact business\nat any Board Committee meeting and in case where the Committee comprises of two members only or where two members are participating, then\nany Independent Director may attend the\n\n206\n\n[Table of Contents](#a_050)\n\nmeeting to fulfil the requirement of three members. The constitution\nand main functions of the various committees are given below.\n\n**Audit Committee**\n\nOn the date of filing of this annual report, the\nAudit Committee is comprised of three independent directors: Mr. Subramanian Madhavan, Mr. Rohit Bhasin and Mr. Punit Sood. Mr. Subramanian\nMadhavan is the Chairperson of the Committee. Mr. Subramanian Madhavan, Mr. Rohit Bhasin and Mr. Punit Sood qualify as Audit Committee\nfinancial experts.\n\nThe function of Audit Committee includes, providing\ndirection to the audit function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee\ninclude examining the financial statements and auditors’ report and overseeing the financial reporting process to ensure fairness,\nsufficiency and credibility of financial statements, review of the quarterly and annual financial statements before submission to the\nBoard, review of management’s discussion and analysis, recommendation of appointment, terms of appointment, remuneration and removal\nof statutory auditors and chief internal auditor, approval of payment to statutory auditors for other permitted services rendered by them,\nreviewing and monitoring with the management the auditor’s independence and the performance and effectiveness of the audit process,\napproval of transactions with related parties or any subsequent modifications and utilization of loans and/or advances from/investment\nby the Bank in its subsidiaries. The Audit Committee also reviews the functioning of the Whistle-Blower Mechanism, adequacy of internal\ncontrol systems and the internal audit function, compliance with inspection and audit reports and reports of statutory auditors, findings\nof internal investigations, management letters/letters on internal control weaknesses issued by statutory auditors/internal auditors,\ninvestment in shares and advances against shares. The Audit Committee responsibilities also include reviewing with the management the\nstatement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of\nfunds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring\nagency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take\nsteps in this matter, discussion on the scope of audit with external auditors, examination of reasons for substantial defaults, if any,\nin payment to stakeholders, valuation of undertakings or assets, evaluation of risk management systems and scrutiny of inter-corporate\nloans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public accounting firm, establish\nprocedures for receipt and treatment of complaints received regarding accounting, internal accounting controls and auditing matters and\nengage independent counsel as also provide for appropriate funding for compensation to be paid to any firm/advisors. In addition, the\nAudit Committee also exercises oversight on the regulatory compliance function of the Bank. The Committee also considers and comments\non rationale, cost-benefits and impact of schemes involving merger/demerger/amalgamation etc., on the Bank and its shareholders.\n\n**Board Governance, Remuneration & Nomination Committee**\n\nOn the date of filing this annual report, the\nBoard Governance, Remuneration & Nomination Committee is comprised of four independent directors: Mr. Punit Sood, Mr. Balasubramanyam\nSriram, Mr. Pradeep Kumar Sinha. and Mr. Rohit Bhasin. Mr. Punit Sood is the Chairperson of the Committee.\n\nThe functions of the Committee, inter alia, include\nrecommending appointments of directors to the Board, identifying persons who are qualified to become directors and who may be appointed\nin senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, formulate\na criteria for the evaluation of the performance of the Whole-time/Independent Directors and the Board and to extend or continue the term\nof appointment of Independent Directors on the basis of the report of performance evaluation of independent directors, recommending to\nthe Board a\n\n207\n\n[Table of Contents](#a_050)\n\npolicy relating to the remuneration for the directors, key managerial\npersonnel and other employees, recommending to the Board the remuneration (including performance bonus and perquisites) to Whole-time\nDirectors and senior management personnel. The functions also include approving the policy for and quantum of bonus payable to the members\nof the staff including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive\nattributes and independence of a director, framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme/Employee\nStock Unit Scheme and decide on the grant of options/units to employees and Whole-time Directors of the Bank and its subsidiary companies.\n\n**Environmental, Social and Governance & Corporate\nSocial Responsibility Committee**\n\nThe nomenclature of the Corporate Social Responsibility\nCommittee was changed to Environmental, Social and Governance & Corporate Social Responsibility Committee effective December 18, 2025\nto align it with its enhanced role and terms.\n\nOn the date of filing this annual report, the\nEnvironmental, Social and Governance & Corporate Social Responsibility Committee is comprised of three directors: Mr. Pradeep Kumar\nSinha, Ms. Vijayalakshmi Iyer and Mr. Rakesh Jha. Mr. Pradeep Kumar Sinha, an Independent Director and non-executive part-time Chairperson\nof the Bank is also the Chairperson of the Committee.\n\nThe functions of the Committee include review\nof corporate social responsibility (“CSR”)initiatives undertaken by ICICI Group and the ICICI Foundation for Inclusive Growth,\nformulation and recommendation to the Board of a CSR policy indicating the activities to be undertaken by the Bank and recommendation\nof the amount of the expenditure to be incurred on such activities, identifying the focus, from among the themes specified in Schedule\nVII of the Companies Act, for initiatives to be undertaken by the Bank, reviewing and recommending the annual CSR plan to the Board with\ndetails of CSR initiatives and projects and schedule of implementation, making recommendations to the Board with respect to the CSR initiatives,\npolicies and practices of ICICI Group, monitoring the CSR activities, implementation and compliance with the CSR policy, reviewing the\nsubmissions to be made to the Board with respect to implementation of the annual CSR action plan including the disbursement of funds for\nthe purposes and manner as approved, implementation of on-going projects as per approved timelines and year-wise allocation of funds,\nany modifications to be suggested to on-going projects, earmarking unspent CSR amount, if any, in subsequent periods as prescribed in\nthe Companies Act and suggest deployment of any amount spent in excess of the requirement for set-off in subsequent years, reviewing impact\nassessment of projects, and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested\nby the Reserve Bank of India or any other body, and oversee the Environment, Social and Governance activities of the Bank.\n\n**Credit Committee**\n\nOn the date of filing of this annual report, the\nCredit Committee is comprised of five directors: Mr. Sandeep Bakhshi, Mr. Balasubramanyam Sriram, Ms. Vijayalakshmi Iyer, Mr. Ashwani\nBhatia and Mr. Rakesh Jha. Mr. Sandeep Bakhshi, Managing Director and CEO, is the Chairperson of the Committee.\n\nThe functions of the Committee, inter alia, includes\nreview of developments in key industrial sectors, major credit portfolios and approval of credit proposals as per the authorization approved\nby the Board.\n\n**Customer Service Committee**\n\nOn the date of filing of this annual report, the\nCustomer Service Committee is comprised of four directors: Ms. Vibha Paul Rishi, Mr. Subramanian Madhavan, Mr. Sandeep Bakhshi and Mr.\nRakesh Jha. Ms. Vibha Paul Rishi, an Independent Director, is the Chairperson of the Committee.\n\n208\n\n[Table of Contents](#a_050)\n\nThe functions of the Committee, inter alia, include\nreview of customer service initiatives, overseeing the functioning of the Standing Committee on Customer Service (Customer Service Council)\nand evolving innovative measures for enhancing the quality of customer service and improvement in the overall satisfaction level of customers.\n\n**Fraud Monitoring Committee**\n\nOn the date of filing of this annual report, the\nFraud Monitoring Committee is comprised of five directors: Ms. Vijayalakshmi Iyer, Mr. Pradeep Kumar Sinha, Ms. Vibha Paul Rishi, Mr.\nAshwani Bhatia and Mr. Rakesh Jha. Ms. Vijayalakshmi Iyer, an Independent Director, is the Chairperson of the Committee.\n\nThe Committee monitors and\nreviews all the frauds involving an amount of Rs. 30 million and above with the objective of identifying the systemic lacunae and suggesting\nmitigating measures for strengthening the internal controls, risk management framework, if any. The functions of this Committee include\nidentifying the reasons for delay in detection of fraud, if any, in reporting to top management of the Bank and the Reserve Bank of India.\nThe Committee reviews trends and modus operandi of frauds in all categories and products including retail and rural assets, liability\nfrauds, payment systems and card frauds. It also reviews root cause analysis of individual fraud cases amounting to Rs. 5 million and\nabove. The status of filing of complaint with law enforcement agencies, progress of investigation and recovery position is also monitored\nby the Committee. The Committee also ensures that staff accountability is examined at all levels in all the cases of frauds and staff\nside action, if required, is completed quickly without any delay. The role of the Committee is also to review the efficacy of the remedial\naction taken to prevent recurrence of frauds including review of transaction monitoring rules as well.\n\n**IT Strategy Committee**\n\nOn the date of filing of this annual report, the\nIT Strategy Committee is comprised of four directors: Mr. Balasubramanyam Sriram, Mr. Punit Sood, Mr. Sandeep Batra and Mr. Ajay Kumar\nGupta. Mr. Balasubramanyam Sriram, an Independent Director, is the Chairperson of the Committee.\n\nThe functions of the Committee, inter alia, includes,\napproving the strategy for IT and policy documents, ensure that the IT strategy is aligned with business strategy, review performance\nwith reference to IT and information security key risk indicators including periodic review of such risk indicators, ensure proper balance\nof IT investments for sustaining the Bank’s growth, oversee the aggregate funding of IT at Bank-level, ascertain if the management\nhas resources to ensure the proper management of IT risks, review contribution of IT to business, oversee the activities of Digital Council,\nreview technology from a future readiness perspective, oversee key projects progress and critical IT systems performance including review\nof IT capacity requirements and adequacy and effectiveness of business continuity management and disaster recovery, review special IT\ninitiatives, review cyber risk, consider the Reserve Bank of India inspection report/directives received from time to time by the Bank\nin the areas of IT and cybersecurity and review the compliance of various actionables arising out of such reports/directives as may be\ndeemed necessary from time to time and review deployment of skilled resources within the technology and information security functions\nto ensure effective and efficient deliveries.\n\n**Risk Committee**\n\nOn the date of filing of this annual report, the\nRisk Committee is comprised of four directors: Mr. Rohit Bhasin, Mr. Subramanian Madhavan, Ms. Vibha Paul Rishi and Mr. Sandeep Batra.\nMr. Rohit Bhasin, an Independent Director, is the Chairperson of the Committee.\n\n209\n\n[Table of Contents](#a_050)\n\nThe functions\nof the Committee are to review ICICI Bank’s risk management policies pertaining to credit, market, liquidity, operational, outsourcing,\nmodel risk management, framework for early warning signals and red flagging of accounts, reputation risks, business continuity plans\nand disaster recovery plans and approve the Broker Empanelment Policy and any amendments thereto. The functions of the Committee also\ninclude setting limits on any industry or country, reviewing the Enterprise Risk\nManagement framework, Risk Appetite for the Bank,\nstress testing framework, Internal Capital Adequacy Assessment Process and framework for capital allocation; reviewing the Basel framework,\nrisk dashboard covering various risks, outsourcing activities, the activities of the Asset Liability Management Committee and the proceedings\nof the Group Risk Management Committee. The Committee also carries out the cybersecurity risk assessment. The appointment, removal and\nterms of remuneration of the Group Chief Risk Officer is subject to review by the Committee. The Committee coordinates its activities\nwith other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by\nthe Board of Directors.\n\n**Stakeholders Relationship Committee**\n\nOn the date of filing of this annual report, the\nStakeholders’ Relationship Committee is comprised of three directors: Mr. Ashwani Bhatia, Mr. Sandeep Batra and Mr. Ajay Kumar Gupta.\nMr. Ashwani Bhatia, an Independent Director, is the Chairperson of the Committee.\n\nThe functions of the Committee, inter alia, include\napproval and rejection of transmission of shares, bonds, debentures, issue of duplicate certificates, allotment of securities from time\nto time, redressal and resolution of grievances of security holders, delegation of authority for opening and operation of bank accounts\nfor payment of interest/dividend.\n\n**Review Committee (Gross Principal Outstanding >\nRs. 750 million) for identification & classification of willful defaulters**\n\nThe Managing Director and CEO is the Chairperson\nof this Committee and any two independent directors comprise the remaining members.\n\nThe function of the Committee is to review the\norder of Identification Committee, (Gross Principal Outstanding > Rs. 750.0 million), identification & classification of willful\ndefaulters and confirm the same for the order to be considered as final.\n\nAll of the above committees keep the Board of\nDirectors informed about the nature and content of its discussions, recommendations and actions to be taken.\n\n**Code of Ethics**\n\nWe have adopted a Group Code of Business Conduct\nand Ethics for our Directors and all our employees. This code aims at ensuring consistent standards of conduct and ethical business practices\nacross the constituents of the Company and is reviewed on an annual basis. We have not granted a waiver from any provision of the code\nto any of our Directors or Executive officers. All Directors and members of the senior management have confirmed compliance with Group\nCode of Business Conduct and Ethics for fiscal 2026.\n\n**Code on Prohibition of Insider Trading**\n\nWe have adopted a Code on Prohibition of Insider\nTrading inter-alia to regulate and monitor trading (i.e. buying, selling, dealing etc.) in our securities as well as other listed company\nsecurities by designated persons including directors and senior management. A copy of our Code on Prohibition of Insider Trading has been\nfiled as an exhibit to this annual report.\n\n210\n\n[Table of Contents](#a_050)\n\n**Principal Accountant: Fees and Services**\n\nThe total fees to our principal accountant relating\nto the audit of consolidated financial statements of ICICI Group, and financial statements of subsidiaries for fiscal 2025 and fiscal\n2026 and the fees for other professional services offered to ICICI Group billed in fiscal 2025 and fiscal 2026 are as follows:\n\nYear ended March 31,\n\n2025\n2026\n2026\n\n(in millions)\n(in thousands)\n\nAudit\n\nAudit of ICICI Bank Limited and our subsidiaries\nRs.249\nRs.282\nUS$3,005\n\nAudit-related services\n—\n—\n—\n\nOpinion on non-statutory accounts\n—\n—\n—\n\nOthers\n8\n20\n213\n\nSub-total\n257\n302\n3,218\n\nNon-audit services\n\nTax compliance\n1\n1\n11\n\nOther services\n—\n—\n—\n\nSub-total\n1\n1\n11\n\nTotal\nRs.258\nRs.303\nUS$3,229\n\nFees for “others” under the audit\nservices category are principally fees related to certification services. Our Audit Committee approved the fees paid to our principal\naccountant relating to audit of consolidated financial statements for fiscal 2026 and fees for other professional services billed in fiscal\n2026. Our Audit Committee pre-approves all assignments undertaken for us by our principal accountant.\n\n**Summary Comparison of Corporate Governance Practices**\n\nThe following is a summary comparison of significant\ndifferences between our corporate governance practices and those required by the New York Stock Exchange for United States issuers.\n\n**Independent Directors**\n\nA majority (eight of 12 as at July 8, 2026) of\nour Board are independent directors, as defined under applicable Indian legal requirements. Section 149 of the Companies Act as amended\nfrom time to time and Regulation 16 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,\n2015 as amended from time to time, have defined an independent director and specified the eligibility criteria for a director to be classified\nas independent. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section\n149 of the Companies Act as amended and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure\nRequirements) Regulations, 2015, as amended (SEBI Listing Regulations) which have been relied on by the Bank and were placed before Bank’s\nBoard of Directors at its meeting held on April 18, 2026 and the declaration received from Mr. Ashwani Bhatia was circulated to the Board\nas resolution passed by circulation on June 1, 2026. The Board has accordingly determined the independence of these directors. Pursuant\nto the Companies Act, the director nominated by Government of India would not be classified as independent. Although the judgment on independence\nmust be made by our Board as required under the Companies Act, there is no requirement that our Board\n\n211\n\n[Table of Contents](#a_050)\n\naffirmatively make such determination, in accordance with the independence\ntest as required by the New York Stock Exchange rules.\n\n**Non-Management Directors Meetings**\n\nIndependent Directors are required to meet at\nleast once in a financial year without the Non-Independent Directors and members of the management. At such meetings, the Independent\nDirectors are required to review the performance of the Chairperson of the Board taking into account the views of Executive and Non-executive\ndirectors, Non-independent Directors, Board Committees, and the Board as a whole. The Independent Directors also assess the quality, quantity\nand timeliness of flow of information between the Bank’s management and the Board that is necessary for the Board to effectively\nand reasonably perform its duties. The Independent Directors met on April 18, 2026, to carry out these reviews. Prior to this, the Independent\nDirectors had met on April 19, 2025, separately to carry out similar reviews.\n\n**Board Governance, Remuneration & Nomination Committee\nand Audit Committee**\n\nAll members of our Board Governance, Remuneration\n& Nomination Committee are independent, as defined under applicable Indian legal requirements. All members of our Audit Committee\nare independent under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). The constitution and main\nfunctions of these committees as approved by our Board are described above and comply with the spirit of the New York Stock Exchange requirements\nfor United States issuers.\n\n**Corporate Governance Guidelines**\n\nUnder New York Stock Exchange rules, United States\nissuers are required to adopt and disclose corporate governance guidelines addressing matters such as standards of director qualification,\nresponsibilities of directors, director compensation, director orientation and continuing education, management succession and annual\nperformance review of the Board of Directors. While as a foreign private issuer, we are not required to adopt such guidelines, under our\nhome country regulations, pursuant to the notification of the Companies Act, the Bank has disclosed the policy on director appointments\nand remuneration including criteria for determining qualifications and independence of a director in its Indian annual report to shareholders\nfor fiscal 2026. The Bank is also required to provide a statement indicating the manner in which formal annual evaluation has been made\nby the Board of its own performance and that of its committees and individual directors and this statement has been included in the Indian\nannual report.\n\n**Controls and Procedures**\n\nWe have carried out an evaluation under the supervision\nand with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness\nof our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act at year-end fiscal 2026.\n\nAs a result, it has been concluded that, as of\nthe end of the period covered by this report, the disclosure controls and procedures were effective to provide reasonable assurance that\nthe information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and\nreported as and when required.\n\nHowever, as a result of our evaluation, we noted\ncertain areas where our processes and controls could be further strengthened. The Audit Committee monitors the resolution of any identified\nsignificant process and control improvement opportunities to a satisfactory conclusion. In the areas of IT and cyber risk, IT Strategy\nCommittee also exercises oversight. We are committed to continuing to implement and\n\n212\n\n[Table of Contents](#a_050)\n\nimprove internal controls and our risk management processes, and this\nremains a key priority for us. We also have a process whereby officers throughout the Bank certify to the accuracy of reported financial\ninformation as well as the effectiveness of disclosure controls, procedures and processes.\n\nThere are inherent limitations to the effectiveness\nof any system, especially of disclosure controls and procedures, including the possibility of human error and collusion or improper management\noverride of controls, material misstatements due to error or fraud may occur and not be detected, in a fast-changing environment or when\nentering new areas of business or expanding geographic reach or deploying emerging technologies. Accordingly, even effective disclosure\ncontrols and procedures can only provide reasonable assurance of achieving their control objectives.\n\nWe have experienced significant growth in a fast-changing\nenvironment, and management is aware that this may pose significant challenges to the control framework. See also “*Risk Factors—Risks\nRelating to Our Business—There is operational risk associated with the financial industry, which, when realized, may have an adverse\nimpact on our business*”.\n\n**Management’s Report on Internal Control Over\nFinancial Reporting**\n\nOur management is responsible for establishing\nand maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Our\ninternal control over financial reporting system has been designed to provide reasonable assurance regarding the reliability of financial\nreporting and preparation and fair presentation of our published Indian GAAP consolidated financial statements and disclosures relating\nto U.S. GAAP net income reconciliation, stockholders’ equity reconciliation and other disclosures as required by U.S Securities\nand Exchange Commission and applicable GAAP.\n\nManagement maintains an internal control system\nintended to ensure that financial reporting provides reasonable assurance that transactions are executed in accordance with the authorizations\nof management and directors, assets are safeguarded and financial records are reliable.\n\nOur internal control over financial reporting\nincludes policies and procedures that:\n\n·pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of\nour assets;\n\n·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance\nwith generally accepted accounting principles, and that our receipts and expenditures are made only in accordance with authorizations\nof management and the executive directors; and\n\n·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets\nthat could have a material effect on the financial statements.\n\nAll internal control over financial reporting\nsystems, no matter how well-designed, have inherent limitations, and may not prevent or detect misstatements. Therefore, even those systems\ndetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections\nof any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in\nconditions, or that the degree of compliance with the policies and procedures may deteriorate.\n\n213\n\n[Table of Contents](#a_050)\n\nManagement assessed the effectiveness of our internal\ncontrol over financial reporting at year-end fiscal 2026 based on criteria set by the Committee of Sponsoring Organizations of the Treadway\nCommission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that our internal control over\nfinancial reporting was effective at year-end fiscal 2026. Effectiveness of our internal control over financial reporting at year-end\nfiscal 2026 has been audited by KPMG Assurance and Consulting Services LLP, an independent registered public accounting firm, as stated\nin their attestation report, which is included herein.\n\n**Change in Internal Control Over Financial Reporting**\n\nNo change in our internal control over financial\nreporting occurred during the period covered by this annual report that has materially affected or is reasonably likely to materially\naffect our internal control over financial reporting.\n\n**Compensation and Benefits to Directors and Officers**\n\n**Remuneration**\n\nUnder our organizational documents, each of our\nnon-executive directors, except the government director, is entitled to receive remuneration for attending each meeting of our Board or\nof a Board committee. The amount of remuneration payable to non-executive directors is set by our Board from time to time in accordance\nwith the limits prescribed by the Companies Act and the rules thereunder. The Board of Directors has approved the payment of Rs. 100,000\nas sitting fee for attending each meeting of the Board or a Board committee.\n\nIn line with the Reserve Bank of India guidelines\nincluding Reserve Bank of India circular dated February 9, 2024, payment of fixed remuneration of Rs. 3,000,000 per annum was approved\nby shareholders for each non-executive Director of the Bank (other than part-time Chairperson and the Government Nominee Director). The\nReserve Bank of India and the shareholders have also approved a remuneration of Rs. 5,000,000 per annum for the non-executive chairperson.\nIn addition, we reimburse our directors for expenses incurred in connection with attending Board and committee meetings and related matters.\nIf a director is required to perform services for us beyond attending meetings, we may remunerate the director as determined by our Board\nof Directors which remuneration may be either in addition to or as substitution for the remuneration discussed above. Non-executive directors\nare not entitled to the payment of any benefits at the end of their terms of office.\n\nOur Board may fix the salary and supplementary\nallowance payable to the Whole-time Directors, which is also subject to shareholders’ approval. We are required to obtain specific\napproval of the Reserve Bank of India and other necessary approvals for the actual monthly salary, supplementary allowance, annual performance\nbonus and employee stock options paid each year to our Whole-time Directors.\n\nIn addition to the basic\nsalary and supplementary allowance, our Whole-time Directors are entitled to certain perquisites (evaluated as per Income-tax Rules, wherever\napplicable, and otherwise at actual cost to the Bank in other cases) such as the benefit of the Bank’s furnished accommodation,\nfurnishings, club fees, group insurances (medical insurance, life insurance and personal accident insurance), use of car, running and\nmaintenance of cars including drivers, telephone /IT assets at residence or reimbursement of expenses in lieu thereof, payment of income\ntax on perquisites by the Bank to the extent permissible under the Income Tax Act and rules framed thereunder, leave and leave travel\nconcession, education and other benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with\nthe scheme(s) and rule(s) applicable from time to time to retired whole-time directors of the Bank or the members of the staff. In line\nwith the staff loan policy applicable to specified grades of employees who\n\n214\n\n[Table of Contents](#a_050)\n\nfulfil prescribed eligibility criteria to avail\nloans for purchase of residential property, the whole-time directors are also eligible for housing loans. The stock options vest in a\ngraded manner over a three-year period, with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months\nfrom the date of the grant. The options so vested are to be exercised within 5 years from the date of vesting or such shorter period as\nmay be determined by the Board Governance, Remuneration & Nomination Committee for each grant.\n\nThere are no service contracts with our whole-time\ndirectors providing for benefits upon termination of their employment.\n\nThe total compensation paid by the Bank to its\ndirectors and whole-time officers during fiscal 2026 was around Rs. 430 million.\n\n**Bonus**\n\nEach year, our Board of Directors awards discretionary\nbonuses to employees and whole-time directors on the basis of the Bank’s performance and individual performance. The aggregate amount\nof bonuses and performance linked retention pay to all eligible employees of ICICI Bank for fiscal 2026 was provisioned at Rs. 31.5 billion.\n\n**Employee Stock Option Scheme**\n\nICICI Bank has an Employees Stock Option Scheme\n- 2000 (the “Scheme 2000”) which was instituted in fiscal 2000 to enable the employees and Whole-time Directors of ICICI Bank\nand its subsidiaries to participate in future growth and financial success of the Bank. The Scheme 2000 aims at achieving the twin objectives\nof aligning employee interest to that of the shareholders and retention. Through employee stock option grants, the Bank seeks to foster\na culture of long-term sustainable value creation. The Scheme 2000 is in compliance with the Securities and Exchange Board of India (Share\nBased Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). The options are granted by the Board\nGovernance, Remuneration & Nomination Committee and noted/approved by the Board as the case may be. Pursuant to the Scheme 2000, as\namended from time to time, up to 10.0% of the aggregate issued equity shares of the Bank at the time of the grant of stock options can\nbe allocated under the employee stock option scheme. The stock options entitle eligible employees to apply for equity shares. At March\n31, 2026, this 10.0% limit was equivalent to 716 million shares, of which the Bank has granted (net of lapsed) 651 million options under\nthe Scheme 2000. Permanent employees or a director (excluding independent directors) of the Bank or of a ICICI Bank’s subsidiary\nare eligible employees for grants of stock options. The maximum number of options granted to any eligible employee in a year is restricted\nto 0.05% of the Bank’s issued equity shares at the time of the grant.\n\nOptions granted after April 1, 2014 vest in a\ngraded manner over a three-year period, with 30%, 30% and 40% of the options vesting on each of the first three anniversaries of the grant\ndate respectively, except as follows:\n\n·For 275,000 options granted in April 2014, 50% vested on April 30, 2017 and the balance 50% vested on April 30, 2018.\n\n·For 34,362,900 options granted in September 2015, 50% vested on April 30, 2018 and the balance 50% vested on April 30, 2019.\n\n215\n\n[Table of Contents](#a_050)\n\nOptions granted prior to April 1, 2014 vested\nin a graded manner over a four-year period, with 20%, 20%, 30% and 30% of the options vesting on each of the first four anniversaries\nof the grant date.\n\nThe price for options granted is equal to the\nclosing price on the stock exchange which recorded the highest trading volume preceding the date of grant of options.\n\nPursuant to the approval of shareholders in June\n2017, the exercise period is such period not exceeding ten years from the date of vesting of options as may be determined by the Board\nof Governance, Remuneration & Nomination Committee for each grant. In September 2018, the shareholders approved the change in exercise\nperiod to not exceeding five years from the date of vesting of options as may be determined by the Board Governance, Remuneration &\nNomination Committee for all future grants effective May 2018.\n\nThe following table sets forth certain information\nregarding the stock option grants made to employees under the Scheme 2000 on March 31, 2026. The Bank granted all of these options at\nno cost to its employees. Options granted include grants to Whole-time Directors and employees of subsidiaries of the Bank. The Bank has\nnot granted any stock options to its non-executive directors.\n\nThe following table sets forth certain information\nregarding the summary of options granted over the years by the Bank at March 31, 2026.\n\nParticulars\nICICI Bank\n\nOptions granted (net of lapsed)\n651,253,630\n\nOptions vested\n651,439,727\n\nOptions exercised\n505,981,535\n\nOptions forfeited/lapsed\n115,122,314\n\nAmount realized by exercise of options\nRs.91,737,304,995\n\nTotal number of options in force\n145,272,095\n\nWeighted average exercise price of options in force\nRs.585.24\n\nSee also “*Consolidated financial statements—Schedules\nforming part of the consolidated financial statements—Additional notes—Note 18*” under U. S. GAAP included herein.\n\nICICI Prudential Life Insurance Company Limited\nhas an employees stock option scheme (the “I Pru Life Scheme”), which allows that the aggregate number of shares issued or\nissuable since March 31, 2016 pursuant to the exercise of any options granted to eligible employees issued pursuant to the I Pru Life\nScheme or any other stock option scheme of ICICI Prudential Life Insurance Company Limited, shall not exceed a figure equivalent to 5.30%\nof the number of shares issued at March 31, 2016. The maximum number of options granted to any eligible employee in a financial year shall\nnot exceed 0.1% of the issued shares of ICICI Prudential Life Insurance Company Limited at the time of grant of options.\n\nThe I Pru Life Scheme is in compliance with the\nSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.\n\nICICI Prudential Life Insurance Company Limited\nhad 24,556,368 stock options outstanding (net of forfeited or lapsed options) at year-end fiscal 2026.\n\nICICI Lombard General Insurance Company has an\nemployee stock option scheme (the “ICICI General Scheme”), which allows up to 8.98% of the issued capital to be allocated\nto employee stock options. The maximum number of options granted to any eligible employee in a financial year shall not exceed 0.1% of\nthe issued shares of ICICI Lombard General Insurance Company at the time of grant of options.\n\n216\n\n[Table of Contents](#a_050)\n\nThe ICICI General Scheme is in compliance with\nthe Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.\n\nICICI Lombard General Insurance Company had 10,752,805\nemployee stock options outstanding (net of forfeited or lapsed options) at year-end fiscal 2026.\n\n**Employees Stock Unit Scheme**\n\nICICI Bank has an Employees Stock Unit Scheme\n— 2022 (the “Scheme 2022”), which was instituted in fiscal 2023.\n\nThe key objectives of the Scheme 2022 are to deepen\nthe co-ownership amongst the (i) mid-level and front-line managers, and (ii) employees of Bank’s select unlisted wholly-owned subsidiaries\nwith the following key considerations:\n\n·to enable employees’ participation in the business as an active stakeholder to usher in an “Owner-Manager” culture\nand to act as a retention mechanism;\n\n·to enhance motivation of employees; and\n\n·to enable employees to participate in the long-term growth and financial success of the Bank.\n\nThe Scheme 2022 is in compliance with the Securities\nand Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.\n\nA maximum of 100,618,910 units shall be granted\nin one or more tranches over a period of seven years from the date of approval of the Scheme 2022 by the shareholders, which shall entitle\nthe unit holder one fully paid-up equity share of face value of Rs. 2 of the Bank as adjusted for any changes in capital structure of\nthe Bank against each unit exercised. Units granted under the Scheme 2022 shall vest not later than the maximum vesting period of four\nyears.\n\nThe Bank has up to March 31, 2026 granted (net\nof lapse) 13 million units. As per the Scheme 2022, the maximum number of units granted to any eligible employee shall not exceed 20,000\nunits in any financial year and 0.14% of the total units available for grant over a period of seven years from the date of approval of\nthe Scheme 2022 by the shareholders.\n\nUnits granted under the Scheme 2022 vest in a\ngraded manner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 13 months from\nthe date of grant. The exercise period will not exceed five years from date of vesting of units or such shorter period as may be determined\nby the Board Governance, Remuneration & Nomination Committee for each grant. The exercise price shall be the face value of equity\nshares of the Bank i.e. Rs. 2 for each unit.\n\nBesides continuity of employment, vesting shall\nalso be dependent on achievement of certain corporate performance parameter(s) such as:\n\n·Risk Calibrated Core Operating profit;\n\n·Provision/asset quality;\n\n·Other parameters, if any, as the Committee may determine.\n\n217\n\n[Table of Contents](#a_050)\n\nThe following table sets forth certain information\nregarding the stock unit summary of grants made to employees over the years under the Scheme 2022 at March 31, 2026.\n\nParticulars\nICICI Bank\n\nUnits granted (net of lapsed)\n12,527,209\n\nUnits vested\n3,942,727\n\nUnits exercised\n2,575,099\n\nUnits forfeited/lapsed\n1,088,431\n\nAmount realized by exercise of units\nRs.5,150,198\n\nTotal number of units in force\n9,952,110\n\nWeighted average exercise price of units in force\nRs.2\n\nThe board of directors of ICICI Prudential Life\nInsurance Company Limited at its meeting held on June 10, 2023, approved the adoption of Employees Stock Unit Scheme — 2023 (the\n“ICICI Life Scheme 2023”), which was subsequently approved by the members at the annual general meeting held on July 28, 2023.\n\nThe ICICI Life Scheme 2023 is in compliance with\nthe Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.\n\nA maximum of 14,500,000 units, shall be granted\nin one or more tranches over a period of six years from the date of approval of the ICICI Life Scheme 2023 by the shareholders, which\nshall entitle the unit holder one fully paid-up equity share of face value of Rs. 10 of ICICI Prudential Life Insurance Company Limited\n(as adjusted for any changes in capital structure of the Bank) against each unit exercised and accordingly, up to 14,500,000 equity shares\nof face value of Rs. 10 (approximately 1% of the outstanding shares as on March 31, 2023) each shall be allotted to all eligible employees\ntaken together under the ICICI Life Scheme 2023. The maximum number of units granted to any eligible employee shall not exceed 60,000\nunits in any financial year.\n\nUnits granted under the ICICI Life Scheme 2023\nshall vest not later than the maximum vesting period of four years. In addition, vesting of units shall also be dependent on mandatory\nachievement of corporate performance condition(s). The exercise price shall be the face value of equity shares of ICICI Prudential Life\nInsurance Company Limited i.e. Rs. 10 for each unit.\n\nICICI Prudential Life Insurance Company Limited\nhad 1,664,819 units outstanding (net of forfeited or lapsed units) at year-end fiscal 2026.\n\nThe board of directors of ICICI Lombard General\nInsurance Company Limited at its meeting held on April 18, 2023, approved the adoption of Employees Stock Unit Scheme — 2023 (the\n“ICICI General Scheme 2023”), which was subsequently approved by the members at the annual general meeting held on July 06,\n2023.\n\nThe ICICI General Scheme 2023 is in compliance\nwith the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.\n\nA maximum of 5,000,000 units shall be granted\nunder the ICICI General Scheme 2023, which shall entitle the unit holder one fully paid-up equity share of face value of Rs. 10 of ICICI\nLombard General Insurance Company Limited against each unit exercised and accordingly, up to 5,000,000 equity shares of face value of\nRs. 10 each shall be allotted to all eligible employees taken together under the ICICI General Scheme 2023. The maximum number of units\ngranted to any eligible employee shall not exceed 20,000 units in any financial year.\n\nUnits granted under the ICICI General Scheme 2023\nshall vest not later than the maximum vesting period of four years. In addition, the vesting of the units shall be based on one or more\nof relevant parameters as:\n\n·Market Share;\n\n218\n\n[Table of Contents](#a_050)\n\n·Combined Ratio; and\n\n·Performance of the eligible employee\n\nSuch other conditions as the Board Nomination\n& Remuneration Committee may decide. Exercise price shall be the face value of equity shares of ICICI Lombard General Insurance Company\nLimited i.e. Rs. 10 for each unit.\n\nICICI Lombard General Insurance Company Limited\nhad granted 787,080 units under employees stock unit scheme to its employees during fiscal 2026 and 1,107,145 employee stock units were\noutstanding (net of forfeited or lapsed options) at year-end fiscal 2026.\n\n**Loans**\n\nThe Bank has internal rules for grant of loans\nto employees and executive directors to acquire certain assets such as property, vehicles and other consumer durables at significantly\nlower interest rates than the market rate. The Bank’s loans to employees have been made at interest rates ranging from 2.5% to 3.5%\nper annum and are repayable over fixed periods of time. The loans are generally secured by the assets acquired by the employees. Pursuant\nto the Banking Regulation Act, the Bank’s non-executive directors are not eligible for any loans. At year-end fiscal 2026, outstanding\nloans to the Bank’s employees totaled Rs. 40.2 billion compared to Rs. 33.0 billion at year-end fiscal 2025. This amount included\nloans to certain executive directors amounting to Rs. 39 million at year-end fiscal 2026 compared to Rs. 44 million at year-end fiscal\n2025, made on the same terms, including as to interest rates and collateral, as loans to other employees. Loans to executive directors\nare given after approval by the Reserve Bank of India. See also “*Related Party Transactions*”.\n\n**Gratuity**\n\nThe Bank pays gratuity to employees who retire\nor resign after a minimum prescribed period of continuous service and, in the case of employees at overseas locations, in accordance with\nthe rules in force in the respective countries. The Bank makes contributions to gratuity funds for employees which are administered by\nICICI Prudential Life Insurance Company Limited.\n\nActuarial valuation of the gratuity liability\nfor all the above funds is determined by an actuary appointed by the Bank. Actuarial valuation of gratuity liability is determined based\non certain assumptions regarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method.\n\nThe accounts of the fund are audited by independent\nauditors. The total corpus of the fund at year-end fiscal 2026 based on its provisional financial statements was Rs. 24.1 billion compared\nto Rs. 20.3 billion at year-end fiscal 2025.\n\n**Superannuation Fund**\n\nThe Bank contributes 15% of the total annual basic\nsalary and dearness allowance (if applicable) to a superannuation fund in respect of the employees to whom it applies. The Bank’s\nemployees may elect on retirement or resignation to receive one-third or one-half, depending on the tenure of service, of the total balance\nas commutation and a periodic pension based on the remaining balance. In the event of the death of an employee, his or her beneficiary\nreceives the remaining accumulated balance, if eligible. The Bank also gives a cash option to its employees, allowing them to receive\nthe amount that would otherwise be contributed by the Bank in their monthly salary during their employment. The superannuation fund is\nadministered by Life Insurance Corporation of India and ICICI Prudential Life Insurance Company Limited. Employees have the option to\nchoose between funds administered by the Life Insurance\n\n219\n\n[Table of Contents](#a_050)\n\nCorporation of India and ICICI Prudential Life Insurance Company\nLimited. The total corpus of the superannuation fund based on provisional financial statements was Rs. 6.8 billion at year-end\nfiscal 2026 compared to Rs. 6.6 billion at year-end fiscal 2025.\n\n**Provident Fund**\n\nThe Bank is statutorily required to maintain a\nprovident fund as part of its retirement benefits to its employees. The provident fund, to which both ICICI Bank and its employees contribute\na defined amount, is a savings scheme under which ICICI Bank at present is required to pay to employees a minimum annual return as specified\nfrom time to time, which was specified at 8.25 % for fiscal 2026. If such return is not generated internally by the fund, ICICI Bank is\nliable for the difference. There are separate provident funds for employees inducted from merged entities (Bank of Madura, The Bank of\nRajasthan and Sangli Bank) and for other employees of the Bank. These funds are managed by in-house trustees. Each employee contributes\n12.0% of his or her basic salary and the Bank contributes an equal amount to the funds.\n\nOut of the 12% of employer contribution, 8.33%\nsubject to a maximum of Rs. 1,250 contributed per employee to the Employee Pension Scheme with Employee Provident Fund Organization. Pursuant\nto Supreme Court judgement in November 2022, certain eligible employees are given an option to contribute the entire 8.33% to employee\npension scheme with Employee Provident Fund Organization.\n\nThe investments of the funds are made according\nto rules prescribed by the Government of India. The accounts of the funds are audited by independent auditors. The total corpuses of the\nfunds for employees inducted from merged entities and other employees of the Bank at year-end fiscal 2026, based on their provisional\nfinancial statements, amount to Rs. 1.4 billion and Rs. 72.7 billion respectively, as compared to Rs. 1.5 billion and Rs. 65.2 billion,\nrespectively, at year-end fiscal 2025.\n\n**Pension Fund**\n\nThe Bank provides for pension, a deferred retirement\nplan covering certain employees of the former Bank of Madura, Sangli Bank and Bank of Rajasthan. The plan provides for pension payments,\nincluding dearness relief, on a monthly basis to these employees on their retirement based on the respective employee’s salary and\nyears of service with the Bank. For the former Bank of Madura, Sangli Bank and Bank of Rajasthan employees in service, funds are managed\nby the trust and the liability is funded as per actuarial valuation. The trust purchases annuities from the Life Insurance Corporation\nof India and ICICI Prudential Life Insurance Company Limited as part of its master policies for payment of pension to retired employees\nof the former Bank of Madura, Sangli Bank and Bank of Rajasthan. Employees covered by the pension plan are not eligible for employer’s\ncontribution under the provident fund plan. The corpus, based on provisional financial statements at year-end fiscal 2026 was Rs. 18.8\nbillion compared to Rs. 17.5 billion at year-end fiscal 2025.\n\n**National Pension Scheme**\n\nNational Pension Scheme is a voluntary, defined\ncontribution retirement savings scheme. The Bank contributes up to 14% of basic salary to National Pension Scheme for employees who opt\nto participate in the scheme. These funds are invested by Pension Fund Regulatory and Development Authority and are regulated by professional\nfund managers as per the investment option selected by the respective employees. At the time of retirement, up to 80% of the accumulated\ncontributions (including returns thereon) can be withdrawn as lump-sum by the employee. The residual accumulated contributions need to\nbe used for the purchase of a life annuity from a Pension Fund Regulatory and Development Authority empaneled life insurance company.\nThe Bank has contributed Rs. 573 million for fiscal 2026 (fiscal 2025: Rs. 423 million) to National Pension Scheme for employees who opted\nfor the scheme.\n\n220\n\n[Table of Contents](#a_050)\n\n**Interest of Management in Certain Transactions**\n\nExcept as otherwise stated in this annual report,\nno amount or benefit has been paid or given to any of our directors or executive officers.\n\n**Disclosure on Recovery of Erroneously Awarded Compensation**\n\nDuring or after the fiscal 2026, we were not required\nto prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the compensation recovery\npolicy required by the listing standards adopted by the New York Stock Exchange.\n\n221\n\n[Table of Contents](#a_050)\n\n**Supervision\nand Regulation**\n\n*The following description is a summary of certain\nsector-specific laws and regulations in India that are applicable to us. The information detailed in this chapter has been obtained from\npublications available in the public domain. The regulations set out below are not exhaustive and are only intended to provide general\ninformation.*\n\nThe key legislation governing banking companies\nin India is the Banking Regulation Act. The provisions of the Banking Regulation Act are in addition to and not, save as expressly provided\nin the Banking Regulation Act, in derogation of the Companies Act and any other law currently in force. Other important laws which govern\nbanking companies in India include the Reserve Bank of India Act, FEMA, Payment and Settlement Systems Act, 2007, Securitization and Reconstruction\nof Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”), Negotiable Instruments Act, 1881 and Insolvency\nand Bankruptcy Code, 2016 as amended from time to time. Additionally, the Reserve Bank of India, from time to time, issues guidelines\nto be followed by banks. Compliance with all regulatory requirements is evaluated with respect to financial statements under Indian GAAP.\nIn April 2026, the Reserve Bank of India issued two key regulatory guidelines: (1) Reserve Bank of India (Commercial Banks - Income Recognition,\nAsset Classification and Provisioning) Amendment Directions, 2026 and (2) Reserve Bank of India (Commercial Banks-Capital Charge for Credit\nRisk- Standardized Approach) Direction, 2026, both effective from April 1, 2027. Banking companies in India are also governed by the provisions\nof the Companies Act, and if such companies are listed on a stock exchange in India, then various regulations of the SEBI additionally\napply to such companies.\n\n**Reserve Bank of India Regulations**\n\nOne of Reserve Bank of India’s most significant\nregulatory measures during fiscal 2026 was the large-scale consolidation of its regulatory framework. The central bank streamlined its\nvast and often fragmented body of regulations by subsuming over 9,000 circulars, notifications and clarifications into around 244 Master\nDirections.\n\nThe Banking Regulation Act requires a company\nto obtain a license from the Reserve Bank of India to carry on banking business in India. This license is subject to such conditions as\nthe Reserve Bank of India may choose to impose, such as, but not limited to, the bank having adequate capital and earning prospects, the\nbank having the ability to pay its present and future depositors in full as their claims accrue and that the affairs of the bank will\nnot be or are not likely to be conducted in a manner detrimental to the interests of present or future depositors. The Reserve Bank\nof India may cancel the license if the bank, at any point, fails to meet the required conditions or if the bank ceases to carry on banking\noperations in India.\n\nICICI Bank is regulated and supervised by the\nReserve Bank of India because it is licensed as a banking company by the Reserve Bank of India. The Reserve Bank of India requires banking\ncompanies to furnish statements and information relating to its business. It has issued, among other things, guidelines for banking companies\nrelating to banking activities and prudential guidelines relating to recognition of income, classification of assets, provisioning, exposure\nnorms on concentration risk, valuation of investments and maintenance of capital adequacy. The Reserve Bank of India carries out an annual\nrisk assessment of banks under its risk-based supervision exercise. The Reserve Bank of India has also set up a Board for Financial Supervision\n(“BFS”), under the chairmanship of the Governor of the Reserve Bank of India. The primary objective of BFS is to undertake\nconsolidated supervision of the financial sector, comprised of Scheduled Commercial and Co-operative Banks, All India Financial Institutions\n(“AIFIs”), Local Area Banks, Small Finance Banks, Payments Banks, Credit Information Companies, Non-Banking Finance Companies\nand Primary Dealers.\n\n222\n\n[Table of Contents](#a_050)\n\n**Requirements Under the Banking Regulation Act**\n\nThe Banking Regulation Act specifies the business\nactivities in which a banking company may engage. Banks are prohibited from engaging in business activities other than the specified activities.\n\n**Statutory Reserve**\n\nIn order to augment capital, a banking company\nshall transfer not less than 25.0% of the ‘net profit’ before appropriations to a statutory reserve fund as per Reserve Bank\nof India Master Direction on Reserve Bank of India (Commercial Banks - Financial Statements: Presentation and Disclosures) Directions,\n2025.\n\n**Ownership and Voting Restrictions**\n\nThe Government of India regulates foreign ownership in Indian banks. Foreign investors (including indirect foreign investors) may own\nup to 74.0% of the equity of a private sector bank in India subject to rules and regulations issued by the Government of India and the\nReserve Bank of India from time to time. While foreign investment of up to 49.0% in private sector banks does not require any specific\napproval, foreign investments greater than 49.0% and up to 74.0% require prior approval of the Government of India, unless such investments\nare otherwise exempted from the requirement for approval. Investments by foreign investors exempted from the requirement for Government\nof India approval include certain aggregate foreign portfolio investments up to 49.0% or the relevant sectoral cap (whichever is lower)\nthat do not result in the transfer of ownership or control from Indian residents to non-resident investors, and foreign investment through\nrights and bonus issues fulfilling certain conditions. Proposals requiring prior approval from the Government of India that involve a\ntotal foreign equity inflow of more than Rs. 50.0 billion also require approval of the Cabinet Committee on Economic Affairs.\n\nIn November 28, 2025, Reserve Bank of India\nhas issued Reserve Bank of India (Commercial Banks -Acquisition and Holding of Shares or Voting Rights) Directions, 2025\n(“Directions”). As per the 2025 Acquisition and Holding Directions, banks are required to have board-approved “fit\nand proper” criteria for major shareholders (defined as a shareholder or any relative or associate enterprise thereof, or\nperson acting in concert therewith which holds 5.0% or more of the paid-up share capital or voting rights) and continuously monitor\nthe fit and proper status of major shareholders, including changes in the Significant Beneficial Owner (“SBO”) as\ndefined in the Companies Act and regulations promulgated thereunder.\n\nVoting rights are capped at 26.0% for a single\nshareholder. However, any acquisition of shareholding/voting rights which result in the aggregate holdings (as defined in the 2025 Acquisition\nand Holding Directions) to be 5.0% or more, will require the prior approval of the Reserve Bank of India. For the purpose of determining\n5.0% shareholding/voting rights, the holdings of equity shares and ADS are required to be aggregated. If the aggregate holding of a major\nshareholder falls below 5.0%, Reserve Bank of India approval will again be needed to raise the holding again to 5.0% or above.\n\n**Regulatory\nReporting and Examination Procedures**\n\nThe Reserve Bank of India is responsible for supervising\nthe Indian banking system under various provisions of the Banking Regulation Act and the Reserve Bank of India Act. The supervision framework\nhas evolved over time and the Reserve Bank of India has been making changes consistent with the Basel Committee on Banking Supervision’s\n(“BCBS”) “Core Principles for Effective Banking Supervision”. The existing supervisory framework has been modified\ntowards establishing a risk-based supervision framework.\n\nThis framework is intended to make the supervisory\nprocess for banks more efficient and effective, with the Reserve Bank of India applying differentiated supervision to each bank based\non its risk profile.\n\n223\n\n[Table of Contents](#a_050)\n\nA detailed qualitative and quantitative assessment of the bank’s\nrisk is conducted by the supervisor on an ongoing basis and an Inspection and Risk Assessment Report (“IRAR”) is issued by\nthe Reserve Bank of India. The Reserve Bank of India has designated a senior supervisory manager for any bank subject to this framework,\nwho serves as the single point of contact for a designated bank.\n\nWe have been subject to supervision under this\nframework since 2013. The Reserve Bank of India also discusses our IRAR with our management team, including the Chairperson of the Bank,\nthe Chairperson of the Audit Committee, and the Managing Director and CEO. The IRAR, along with the report on actions taken by us, has\nto be placed before our Board of Directors. Upon approval by our Board of Directors, we are required to submit the report on actions taken\nby us to the Reserve Bank of India. See also “*—Loan Loss Provisions and Non-Performing Assets—Asset Classification*.”\n\n**Appointment and Remuneration of the Chairperson, Managing\nDirector and Other Directors**\n\nWe are required to obtain\nprior approval of the Reserve Bank of India before we appoint our Chairperson, Managing Director and any other executive directors or\nfix their remuneration. The Reserve Bank of India has issued guidelines on “fit and proper” criteria for directors of banks.\nOur directors must satisfy the requirements of these guidelines.\n\nThe Reserve Bank of India has issued guidelines\non the compensation criteria for Whole-time Directors, CEOs, material risk takers, non-executive directors and control function staff\nof private sector and foreign banks operating in India.\n\nThe Reserve Bank of India has issued guidelines\non the minimum qualifications and experience required for the position of Chief Financial Officer and Chief Technology Officer in banks.\n\n**Penalties**\n\nThe Reserve Bank of India may impose penalties\non banks and their employees for infringement of regulations under the Banking Regulation Act. The penalty may be a fixed amount or may\nbe related to the amount involved in any contravention of the regulations. The penalty may also include imprisonment.\n\n**Assets to be Maintained in India**\n\nThe Reserve Bank of India requires that the book\nvalue of assets located in India plus import-export bills drawn in India and certain securities approved by the Reserve Bank of India,\nregardless of location, constitute at least 75.0% of its demand and time liabilities in India.\n\n**Restriction on Creation of Floating\nCharge**\n\nPrior approval of the Reserve Bank of India is\nrequired for creating any floating charge on our undertaking or property.\n\n**Maintenance of Records**\n\nBanks are required to maintain books, records\nand registers. The Banking Regulation Act requires banks to maintain books and records in a particular manner, and file them periodically\nwith the Registrar of Companies. The KYC Guidelines promulgated by the Reserve Bank of India also provide for certain records to be updated\nat regular intervals. The PMLA requires banks to maintain records of a transaction for five years from the date of the transaction between\na customer and the bank. The KYC records are required to be preserved for a period of five years from the date of cessation of the relationship\nwith the customer. The Banking Companies (Period of Preservation of Records) Rules, 1985 requires such KYC\n\n224\n\n[Table of Contents](#a_050)\n\nrecords be preserved for a period of eight years, and requires banks\nto maintain records of books, accounts, and other documents relating to stock and share registers for a period of eight years.\n\nThe Reserve Bank of India has advised system providers\nto ensure that data relating to payment systems operated by them are stored only in systems located in India. See also “*—IT\nand Cybersecurity*.”\n\n**Governance of Banks**\n\nAs part of steps taken to strengthen risk management\nin banks, the Reserve Bank of India has issued guidelines which aim to separate the credit risk management function from the credit approval\nprocess and bring uniformity in the approach followed by banks.\n\nIn 2021, the Reserve Bank of India issued instructions\nregarding the Chairperson and meetings of the Board, composition of certain Board committees, age, tenure and remuneration of directors,\nand appointment of bank directors. The maximum age for non-executive directors, including the Chairperson, is 75 years and the total tenure\nof a non-executive director on the board of a bank cannot exceed eight years.\n\nIn 2020, the Reserve Bank of India issued guidance\nstating that a bank must have an effective compliance culture, independent compliance function and a strong compliance risk management\nprogramme as part of a robust compliance system. The guidance requires banks to have a compliance policy explaining its compliance philosophy,\nexpectations on compliance culture, role of Chief Compliance Officer (“CCO”), and processes for managing and reporting on\ncompliance risk throughout the bank which must be reviewed and approved by the bank’s board at least once per year. Banks are required\nto develop and maintain a quality assurance and improvement program covering all aspects of the compliance function and such programs\nare subject to an independent external review periodically (at least once every three years). The selection of the candidate for the post\nof the CCO shall be done on the basis of a well-defined selection process and recommendations made by the senior executive-level selection\ncommittee constituted by the Board for this purpose. The CCO shall be appointed for a minimum fixed tenure of not less than three years.\n\n**Appointment of Auditors**\n\nThe appointment of the statutory auditors of banks\nis subject to the approval of the Reserve Bank of India. In 2021, the Reserve Bank of India issued revised guidelines for the appointment\nof statutory auditors and statutory central auditors. For entities with an asset size of Rs. 150.0 billion and above, the statutory\naudit must be conducted under joint audit by at least two audit firms. The Reserve Bank of India can direct a special audit in the interest\nof the depositors or in the public interest. The Reserve Bank of India has also put in place a graded enforcement action framework to\nenable appropriate action in respect of statutory auditors where any lapses in conducting a bank’s statutory audit have been observed.\nLapses that would be considered for invoking the enforcement framework include misstatement of a bank’s financial statements, wrong\ncertifications, wrong information given in the Long Form Audit Report, variances in audited financial statements found during the Reserve\nBank of India’s inspection and non-adherence to instructions and guidelines issued by the Reserve Bank of India.\n\n**Restrictions on Payment of Dividends**\n\nThe Banking Regulation Act requires banks to completely\nwrite off capitalized expenses and transfer a statutory minimum of 20.0% of its disclosed yearly profit to a reserve account before declaring\na dividend, and Reserve Bank of India guidelines requires transfer of at least 25.0% of the ‘net profit’ before appropriations\nto the Statutory Reserve. Banks must comply with prudential requirements to be eligible to declare dividends.\n\n225\n\n[Table of Contents](#a_050)\n\n**Capital Adequacy Requirements**\n\nWe are required to comply with the Reserve Bank\nof India’s capital adequacy guidelines. The Reserve Bank of India’s Prudential Norms on Capital Adequacy prescribe a minimum\ncommon equity Tier 1 risk-weighted capital ratio of 5.5%, a minimum Tier 1 risk-based capital ratio of 7.0% and a minimum total risk-based\ncapital ratio of 9.0%. The guidelines also require banks to maintain an additional common equity Tier 1 capital conservation buffer of\n2.5% of risk-weighted assets above the minimum requirements.\n\nWe were designated a domestic systemically important\nbank by the Reserve Bank of India in 2015 and have continued to be categorized as a systemically important bank in India in subsequent\nyears. The additional common equity Tier 1 capital ratio requirement for us, because of our designation as a domestic systemically\nimportant bank, is 0.20% of risk-weighted assets.\n\nThe Reserve Bank of India requires maintenance\nof a minimum leverage ratio of 4.0% for domestic systemically important banks.\n\nSee also “*Risk Factors—Risks that\narise as a result of our presence in a highly regulated sector—We are subject to capital adequacy requirements stipulated by the\nReserve Bank of India, including Basel III, as well as general market expectations regarding the level of capital\nadequacy large Indian private sector banks should maintain, and any inability to maintain adequate capital due to changes in regulations,\na lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses”*and *“—Risks\nthat arise as a result of our presence in a highly regulated sector—We are subject to liquidity requirements of the Reserve Bank\nof India as well as those of banking regulators in our overseas locations, and any inability to maintain adequate liquidity due to changes\nin regulations, a lack of access to capital markets, or otherwise may impact our ability to grow and support our businesses*.”\n\nWith respect to computation of risk-weighted assets\nfor capital adequacy purposes, we follow the standardized approach for the measurement of credit and market risks and the basic indicator\napproach for the measurement of operational risk.\n\nUnder Pillar 2 of Prudential Norms on Capital\nAdequacy as implemented by the Reserve Bank of India, banks are required to develop and put in place, with the approval of their boards,\nan Internal Capital Adequacy Assessment Process commensurate with their size, level of complexity, risk profile and scope of operations.\nThe Reserve Bank of India has also issued guidelines advising banks to put in place appropriate stress testing policies and frameworks,\nincluding sensitivity and scenario tests, for the various risk factors, the details and results of which are included in the Internal\nCapital Adequacy Assessment Process.\n\nIn April 2026, the Reserve Bank of India issued\n‘Reserve Bank of India (Commercial Banks-Capital Charge for Credit Risk- Standardized Approach) Direction, 2026’. These Directions\nimplement the Basel III standardized approach for calculating risk-weighted assets for credit risk in a more risk-sensitive manner, covering\nbanking book exposures to sovereigns, banks, corporates, small and medium enterprises, retail, real estate and off-balance sheet items.\nRisk weights are determined based on external credit ratings, exposure types and eligible collateral, and the Directions also revise the\ntreatment of specialized lending, non-performing assets and credit risk mitigation techniques. The Directions will come into force on\nApril 1, 2027.\n\n**Prompt Corrective Action by the Reserve Bank\nof India**\n\nThe PCA framework subjects banks that do not meet\ncertain financial metrics are put under watch by the Reserve Bank of India as well as subject to restrictions on operations and business.\nUnder the PCA\n\n226\n\n[Table of Contents](#a_050)\n\nframework, a bank may be placed under watch at any point in time it\nis found to breach any of the financial or operational parameters. Under the PCA framework, the key criteria for invocation of the PCA\ninclude (i) falling below a capital adequacy ratio of 10.25% and/or below a common equity Tier 1 ratio of 6.75%, (ii) exceeding net non-performing\nasset ratio of 6.0% or (iii) falling below a leverage ratio of 4.0%.\n\n**Legal Reserve Requirements**\n\n**Cash Reserve Ratio**\n\nThe Reserve Bank of India requires a bank to maintain\na specified percentage of its net demand and time liabilities, excluding interbank deposits, by way of cash reserves with itself and by\nway of balance in a current account with the Reserve Bank of India. In December 2024, the Reserve Bank of India reduced the cash\nreserve ratio of all banks by 50 basis points from 4.50% to 4.00% of net demand and time liabilities. Further, the Reserve Bank of India\nreduced the cash reserve ratio by an additional 100 basis points from 4.0% to 3.0% of net demand and time liabilities through four equal\ncash reserve ratio decreases of 25 basis points each, effective from the reporting fortnight beginning September 6, 2025, October\n4, November 1 and November 29, 2025, respectively.\n\n**Statutory Liquidity Ratio**\n\nThe Reserve Bank of India requires a bank to maintain\na specified percentage of its net demand and time liabilities in liquid assets like cash, gold or approved unencumbered securities. This\nis referred to as the Statutory Liquidity Ratio. Investments in sovereign gold bonds may be included in the calculation of statutory liquidity\nratio. Currently, the statutory liquidity ratio is 18.0%.\n\n**Liquidity Coverage Ratio**\n\nUnder Basel III as implemented by the Reserve\nBank of India, banks in India are required to maintain a minimum LCR which is a ratio of the stock of high-quality liquid assets to total\nnet cash outflows over the next 30 calendar days under certain prescribed stressed conditions, currently set at 100%. The LCR is designed\nto ensure that a bank maintains an adequate level of unencumbered high-quality liquid assets to meet any acute liquidity requirements\nover a hypothetical stressed period lasting 30 days.\n\n**Net Stable Funding Ratio**\n\nUnder Basel III as implemented by the Reserve\nBank of India, the NSFR requires banks to fund their activities with more stable sources of funding on an ongoing basis. The NSFR is defined\nas the amount of total available stable funding relative to the amount of total required stable funding. Banks are required to maintain\na ratio of at least 100.0%.\n\n**Regulations Relating to Loans and Advances**\n\nThe Banking Regulation Act\nand regulations and guidance promulgated by the Reserve Bank of India govern the provision of loans by banks in India. Directions and\nguidelines issued by the Reserve Bank of India have been consolidated in the Reserve Bank of India (Commercial Banks – Credit Facilities)\nDirections, 2025 and Reserve Bank of India (Commercial Banks – Credit Risk Management) Directions, 2025.\n\nA bank may determine its own lending rates but\nmust disclose its minimum interest rate which takes into consideration all elements of lending rates that are common across borrowers.\n\n227\n\n[Table of Contents](#a_050)\n\nInterest rates on all new floating rate retail\nloans and loans to MSMEs extended by banks are required to be linked to an external benchmark market interest rate. The external benchmark\nincludes the Reserve Bank of India policy repo rate, Government of India 91-day treasury bill yield, Government of India 182-day treasury\nbill yield or any other benchmark market interest rate produced by Financial Benchmarks India Private Limited.\n\nBanks are free to offer floating rate loans to\nother types of borrowers (e.g., corporate borrowers) either on external benchmark or marginal cost of funds-based lending rate which is\nthe internal benchmark for such purposes. Banks must review and publish their marginal cost of funds-based lending rate monthly for maturities\nup to a year as prescribed by the Reserve Bank of India for computation of marginal cost of funds-based lending rate. Banks may not lend\nbelow the benchmark rate for a particular maturity.\n\nThe Banking Regulation Act prohibits a bank from\ngranting any loans or advances against the security of its own shares and a banking company is prohibited from entering into any commitment\nfor granting any loan or advance to or on behalf of any of its directors, or any firm in which any of its directors is interested as partner,\nmanager, employee or guarantor, or any company (not being a subsidiary of the banking company, a company registered under Section 8 of\nthe Companies Act or a government company) of which, or the subsidiary or the holding company of which, any of the directors of the bank\nis a director, managing agent, manager, employee or guarantor or in which he holds substantial interest, or any individual in respect\nof whom any of its directors is a partner or guarantor, subject to certain exemptions.\n\nThe Reserve Bank of India has issued guidelines\nrelated to bank loans secured by equity in respect of amount, margin requirement and purpose. The Reserve Bank of India has issued guidelines\nrequiring banks to put in place a policy for exposure to real estate with the approval of their boards. The Reserve Bank of India has\nrecently issued amendment guidelines for acquisition financing.\n\nThe Reserve Bank of India has issued directions\nrelated to digital lending that includes guidelines on disclosure to borrowers and consumer protection, such as displaying the annual\npercentage rate in a prescribed format, providing a Key Fact Statement to the customer, appointing a Nodal Grievance Redressal Officer\nfor dealing with complaints/issues related to digital lending, providing cooling off/look up periods during which a borrower can foreclose\na digital lending loan without paying any penalty, providing digitally signed documents to the borrowers, and other requirements.\n\nThe Reserve Bank of India has issued directions\non fair lending practices on penal charges in loan accounts requiring Regulated Entities to formulate a board-approved policy on penal\ncharges or similar charges on loans. The guideline also require that the penalty charged for non-compliance with material terms and conditions\nof loan contracts be charged in the form of “penal charges” and not “penal interest” and there shall be no capitalization\nof penal charges. Penal charges should be clearly disclosed in the loan agreement, Most Important Terms & Conditions/Key Fact Statement\nand on the website of the Bank, etc.\n\nThe Reserve Bank of India\nrequires all top-up loans extended by regulated entities against movable assets that are inherently depreciating in nature, such as vehicles,\nto be treated as unsecured loans for credit appraisal, prudential limits and exposure purposes.\n\n228\n\n[Table of Contents](#a_050)\n\nThe Reserve Bank of India requires regulated entities\nto issue a standardized Key Fact Statement for all retail and MSMEs term loans. The statement must disclose key terms, including interest\nrates and repayment schedules, and be acknowledged by the borrower before loan execution.\n\nThe Reserve Bank of India has directions requiring\ninterest to be charged from the actual date of fund disbursement. For cheque disbursals, interest must be charged from the date the cheque\nis handed over to the borrower, encouraging online disbursement modes.\n\n**Directed Lending**\n\n*Priority Sector Lending*\n\nThe Reserve Bank of India has issued guidelines\non lending to priority sectors, requiring commercial banks to lend a certain percentage of bank credit to specific priority sectors such\nas agriculture, MSMEs, education, housing, social infrastructure, renewable energy and loans to start-ups.\n\nThe Reserve Bank of India’s total priority\nsector target is 40.0% of adjusted net bank credit or of the credit equivalent amount of off-balance sheet exposure, whichever is higher,\nwith sub-targets of 14% to non-corporate farmers and 10.0% to small and marginal farmers within the overall target of 18.0% in agriculture.\nThe target for lending to micro enterprises is 7.5% from fiscal 2026. The target for lending to identified economically weaker sections\nof society is 12.0% from fiscal 2026.\n\nBanks falling short of their priority sector lending\ntargets are required to contribute allocated amounts to specific Government of India funds (i.e., RIDF and other funds with National Bank\nfor Agriculture and Rural Development / National Housing Bank / Small Industries Development Bank of India, and Micro Units Development\n& Refinance Agency Limited). The interest rates on contribution to RIDF or other specific Government of India funds, tenure of deposits,\nand other features are fixed by the Reserve Bank of India from time to time. Further, banks having shortfall in achievement of any sub-target\ncan instead buy priority sector lending certificates to achieve their lending targets.\n\n*Export Credit*\n\nThe Reserve Bank of India allows exporters to\navail themselves of short-term working capital financing at internationally competitive interest rates. Export credit is available both\nin rupee as well as in foreign currency.\n\n*Regulations Governing Overseas Direct\nInvestment*\n\nIn August 2022, the Reserve Bank of India along\nwith the Government of India issued a new Overseas Investment framework (i.e., Foreign Exchange Management (Overseas Investment) Rules,\nRegulations and Directions) to promote the ease of doing business, cover wider economic activity and significantly reduce the need for\nseeking specific approvals from the Reserve Bank of India.\n\n*Regulations on International Trade\nSettlement in Rupee*\n\nIn July 2022, the Reserve Bank of India notified\nan additional arrangement for invoicing, payment, and settlement of exports/imports in rupee in order to promote growth of global trade\nwith emphasis on exports from India and to support the interest of global trading community in rupee.\n\n**Credit Exposure Limits**\n\nAs a prudential measure aimed at better risk management\nand avoidance of concentration of credit risk, the Reserve Bank of India requires that banks and certain other lenders limit their single-\n\n229\n\n[Table of Contents](#a_050)\n\ncounterparty exposures, including to counterparty affiliates or sponsors,\nas well as to set and periodically review sector-specific exposures.\n\nFurther, the Reserve Bank of India has issued\nguidelines on large borrowers which prescribe a limit of 20.0% and 25.0% of the eligible capital base in respect of exposures to single\ncounterparty and groups of connected counterparties.\n\n*Capital Market Exposure Limits*\n\nThe Reserve Bank of India has issued guidelines\non capital market exposures requiring that a bank’s exposure to capital markets in all forms (both fund-based and non-fund-based)\nby way of investments in shares, convertible bonds/debentures, units of equity-oriented mutual funds, loans against shares, and secured\nand unsecured advances to stock brokers, should not exceed 40.0% of its net worth on both a standalone and consolidated basis as of March\n31 of the previous year.\n\n*Limits on Intra-group Transactions\nand Exposures*\n\nThe Reserve Bank of India has prescribed an intra-group\nentity exposure limit of 5.0% of the paid-up capital and reserves of the bank for non-financial companies and unregulated financial services\ncompanies and 10.0% in the case of regulated financial entities. The aggregate group exposure cannot exceed 20.0% of paid-up capital and\nreserves and surplus in case of all group entities (financial and non-financial) taken together and 10.0% in the case of all non-financial\ncompanies and unregulated financial services companies taken together. Banks’ exposures to other banks/financial institutions in\nthe group in the form of equity and other capital instruments are exempt from these limits. If the exposure exceeds these limits, any\nexcess is be deducted from common equity Tier 1 capital of the bank.\n\n**Master Direction on Transfer\nof Loan Exposure and Securitization of Standard Assets**\n\nIn order to provide banks with options to manage\nliquidity, rebalance their exposure or strategic sales and resolve their non-performing assets, the Reserve Bank of India issued directions,\nrequiring securitization originators to meet certain due diligence requirements and satisfy the minimum holding period requirements (three\nmonths and six months) and the required minimum retention ratio of 10.0% .\n\n**Credit Information Bureaus**\n\nPursuant to the Credit Information Companies (Regulation)\nAct, 2005, every credit institution, including a bank, must become a member of a credit information bureau and furnish to it such credit\ninformation as may be required of the credit institution by the credit information bureau about individuals or groups which have a credit\nrelationship with it.\n\nIn November 2025, the Reserve Bank of India issued\nMaster Direction on Credit Information Reporting, which includes but is not limited to a standardized framework for reporting and disseminating\ncredit information, requirements related to safeguarding the confidentiality and security of sensitive credit data, and requirements related\nto consumers’ access to credit information and grievance redressal.\n\n**Loan Loss Provisions and Non-Performing Assets**\n\nIn April 2025, the Reserve Bank of India issued\nthe Master Circular on Prudential Norms on Income Recognition, Asset Classification and Provisioning Pertaining to Advances which provides\nconsolidated instructions and guidelines relating to income recognition, asset classification and provisioning standards.\n\n230\n\n[Table of Contents](#a_050)\n\n**Asset Classification**\n\nIn particular, an advance is classified as a non-performing\nasset where interest and/or installment of principal remains overdue for a period of more than 90 days in respect of a term loan, the\naccount remains “out-of-order” in respect of an overdraft or cash credit, the bill remains overdue for a period of more than\n90 days in case of bills purchased and discounted, installment of principal or interest remains overdue for two crop seasons for short\nduration crops or for one crop season for long duration crops and the amount of liquidity facility remains outstanding for more than 90\ndays, in respect of a securitization transaction.\n\nIn respect of derivative transactions the overdue receivables related to positive mark-to-market value of a derivative contract, if these remain unpaid for a period\nof 90 days from the specified due date for payment. A credit card transaction is classified as a non-performing asset where the minimum\namount due, as mentioned in the statement, remains overdue for a period of more than 90 days from the payment due date mentioned in the\nstatement. Interest in respect of non-performing assets is not recognized or credited to the income account unless collected. Non-performing\nassets are classified as described below.\n\n*Sub-Standard Assets.*Assets that are non-performing\nassets for a period not exceeding 12 months. Such an asset has well-defined credit weaknesses that jeopardize the liquidation of the debt\nand are characterized by the distinct possibility that the bank will sustain some loss, if deficiencies are not corrected.\n\n*Doubtful Assets.*Assets that have remained\nsub-standard for a period of 12 months. A loan classified as doubtful has all the weaknesses inherent in assets that are classified as\nsub-standard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known\nfacts, conditions and values, highly questionable and improbable.\n\n*Loss Assets.*Assets on which losses have\nbeen identified by the bank or internal or external auditors during the performance of their audit procedures or during the Reserve Bank\nof India inspection but the amount has not been written off fully.\n\nThere are separate guidelines for classification\nof loans for projects under implementation which are based on the date of commencement of commercial production and date of completion\nof the project as originally envisaged at the time of financial closure.\n\nThe Reserve Bank of India\nconducts a risk-based supervisory assessment of banks on an annual basis. As a part of this assessment, it separately reviews how banks\nclassify assets and provisioning of credit facilities given by banks to its borrowers. This assessment is initiated after the completion\nof the annual audit and the publication of audited financial statements for the given financial year. Any differences between how a bank\nand the Reserve Bank of India classify assets or account for the provisioning of credit facilities are disclosed in subsequent financial\nstatements if the difference for a given reference period accounts for either of 5.0% of profits before provisions and contingencies or\n5.0% of gross non-performing assets. The Reserve Bank of India’s assessments of divergence in asset classification and provisioning\nfor ICICI Bank did not require additional disclosures in fiscal 2021, fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025.\n\nIn April 2026, the Reserve\nBank of India issued ‘Reserve Bank of India (Commercial Banks - Income Recognition, Asset Classification and Provisioning) Amendment\nDirections, 2026’. These Directions introduce a forward-looking expected credit loss framework for provisioning on advances, replacing\nthe existing incurred-loss approach, while retaining the extant 90-day norms for classification of non-performing assets. Financial assets\nare assigned to one of three stages based on changes in credit risk since initial recognition, with 12-month expected credit losses recognized\nfor Stage 1 assets and lifetime expected\n\n231\n\n[Table of Contents](#a_050)\n\ncredit losses for Stage 2 and Stage 3 assets.\nThese directions also introduce the effective interest rate framework for income recognition on financial assets. The Directions will\ncome into force on April 1, 2027.\n\n**Restructured Loans**\n\nStandard restructured loans are subject to higher\nstandard asset provisioning requirements and higher risk weights for capital adequacy purposes. The higher risk weights and provision\nshall continue until satisfactory performance under the revised payment schedule has been established for the specified period. If the\nrestructured account is overdue as per the revised schedule for a period beyond the minimum period prescribed for classification of a\nloan as non-performing, it is required to be downgraded to non-performing status with reference to the pre-restructuring payment schedule.\n\n**Provisioning and Write-offs**\n\nProvisions under Indian GAAP are based on guidelines\nspecific to the classification of the assets. The following guidelines apply to the various asset classifications:\n\n*Standard Assets*: The allowances on the\nperforming portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4%\nfor all standard assets except certain advances which require provision in the range of 0.25% to 3.0%.\n\nThe Reserve Bank of India has issued guidelines\nrequiring banks to maintain provisions for standard assets at rates higher than the regulatory requirement in respect of advances to stressed\nsectors of the economy. For assets referred to the National Company Law Tribunal under the Insolvency and Bankruptcy Code, banks have\nto make provisions to the extent of 50.0% of the secured portion and 100.0% of the unsecured portion of the outstanding loans.\n\n*Sub-standard Assets*: A provision of 15.0%\nis required for all sub-standard assets. A provision of 25.0% is required for accounts that are unsecured.\n\n*Doubtful Assets*: A 100.0% provision/write-off\nis required against the unsecured portion of a doubtful asset and is charged against income. For the secured portion of assets classified\nas doubtful, a 25.0% provision is required for assets that have been classified as doubtful for a year, a 40.0% provision is required\nfor assets that have been classified as doubtful for one to three years and a 100.0% provision is required for assets classified as doubtful\nfor more than three years. The value assigned to the collateral securing a loan is the amount reflected on the borrower’s books\nor the realizable value determined by third-party appraisers.\n\n*Loss Assets*: The entire asset is required\nto be written off or provided for.\n\n**Guidelines Relating to Use of\nRecovery Agents by Banks**\n\nThe Reserve Bank of India has asked banks to implement\ndue diligence processes related to the engagement of recovery agents, to communicate details of recovery agents to borrowers, and provide\nfor grievance redressal in the context of the debt recovery process.\n\n**Legislative Framework for Enforcement of Security\nby Banks for Non-performing Assets/Recovery of Debts Due to Banks**\n\nThe SARFAESI Act provides that a secured creditor\nmay, in respect of loans classified as non-performing in accordance with the Reserve Bank of India guidelines, give notice in writing\nto the\n\n232\n\n[Table of Contents](#a_050)\n\nborrower requiring it to discharge its liabilities within 60 days.\nIf a borrower fails to do so, a secured creditor may, among other actions, take possession/sell off the assets constituting the security\nfor the loan, take over the management of the business of the borrower, appoint a person to manage the secured assets taken in possession\nand the like with the ultimate objective of recovering the money due to the secured borrower. See also “*—Regulations Relating\nto Sale of Assets to Asset Reconstruction Companies*”.\n\nThe Recovery of Debts and Bankruptcy Act, 1993\nestablishes Debt Recovery Tribunals with the objective of expeditious adjudication and recovery of debts due to any bank or financial\ninstitution or consortium thereof. Upon establishment of the Debt Recovery Tribunal, no court or other authority can exercise jurisdiction\nin relation to matters covered by this Act, except the higher courts in India in certain circumstances.\n\nWe are also adopting an alternate dispute resolution\nmechanism both online and offline (entailing pre-litigation Lok Adalat, mediation, conciliation or arbitration or combination thereof\nadministered by Legal Service Authorities or an independent institution) for speedy resolution of claims and disputes of certain retail\nassets and services as an alternative to approaching courts or tribunals. In addition, we focus on proactive management of accounts under\nsupervision. Our strategy is aimed at early-stage solutions to incipient problems.\n\n**Resolution of Stressed Assets**\n\n*Insolvency and Bankruptcy Code,\n2016*\n\nThe Insolvency and Bankruptcy Code, 2016, provides\na corporate insolvency resolution process that can be initiated by creditors, subject to certain conditions and minimum thresholds\n\n**Regulations Relating to Sale\nof Assets to Asset Reconstruction Companies**\n\nThe Reserve Bank of India has issued guidelines\nto banks on the process to be followed for sale of financial assets to asset reconstruction companies in the Reserve Bank of India (Commercial Banks - Transfer and Distribution of Credit Risk) Directions, 2025. These guidelines provide that a bank may sell financial assets to an asset reconstruction company provided the asset\nis a non-performing asset.\n\nBanks may also invest in security receipts or\npass-through certificates issued by an asset reconstruction company or trusts set up by it to acquire the financial assets. The Reserve\nBank of India has also issued guidelines governing the affairs of asset reconstruction companies’.\n\n**Framework for Fraud Risk Management including\nEarly Warning Signal and Red Flag Accounts**\n\nIn July 2024, the Reserve\nBank of India issued the Master Directions on Fraud Risk Management requiring a bank to have a fraud risk management policy. This policy\nmust be approved by the bank’s board and delineate the roles and responsibilities of a board, its committees and senior management.\nA bank must have a framework for early warning signals and red flagging of accounts under the overall fraud risk management policy approved\nby the board, which shall provide for, among other things, a system of robust early warning signals that is integrated with core banking\nsolution or other operational systems.\n\nSee also “*Supervision and Regulation—Legislative\nFramework for Enforcement of Security by Banks\nfor Non-performing Assets/Recovery of Debts Due to Banks*” and “*Supervision and Regulation—Legislative Framework for Enforcement of Security by Banks for Non-performing Assets/Recovery\nof Debts Due to Banks— Resolution of Stressed Assets*”.\n\n**Regulations Relating to the Opening of Branches**\n\nThe opening and relocation of branches are governed\nby the provisions of Section 23 of the Banking Regulation Act.\n\n233\n\n[Table of Contents](#a_050)\n\nBanks may open a banking outlet in Tier 1 to Tier\n6 centers without the prior approval of the Reserve Bank of India, subject to certain financial inclusion requirements. Banks must allocate\n25.0% of the total number of new banking outlets opened during a year to unbanked rural centers. A banking outlet is a fixed-point\nservice delivery unit, manned by either a bank’s staff or its business correspondent, and where services of acceptance of deposits,\nwithdrawal, or lending services are provided for a minimum of four hours per day for at least five days a week.\n\n**Regulations Governing Use of Business Correspondents**\n\nTo increase the outreach of banking and promote\ngreater financial inclusion, the Reserve Bank of India allows banks to engage business correspondents for providing banking and financial\nservices at locations other than a bank branch.\n\n**Regulations Relating to Deposits**\n\nThe Reserve Bank of India permits banks to independently\ndetermine interest rates offered on term and saving deposits. However, banks cannot pay interest on current account deposits. Interest\nrates payable on savings deposits are not regulated. However, a uniform interest rate on savings deposits must be paid on deposits up\nto Rs.100,000 and differential rates can be paid on deposits of over Rs.100,000.\n\nDomestic time deposits and rupee-denominated non-resident\nordinary accounts have a minimum maturity of seven days. Rupee-denominated non-resident external rupee accounts have a minimum maturity\nof one year and foreign currency denominated for non-resident Indians have a minimum maturity of one year and a maximum maturity of five\nyears.\n\nBanks are allowed to offer differential rates\nof interests on domestic term deposits and for bulk term deposits of Rs.30 million and above.\n\nThe Reserve Bank of India allows banks to offer\nearly withdrawal facility in a term deposit as a distinguishing feature for offering differential rates of interest. All term deposits\nof individuals of Rs. 10 million and below should, necessarily, have a premature withdrawal facility. For all other term deposits,\ncustomers should be given the option to choose between term deposits either with or without a premature withdrawal facility. Banks will\nbe required to disclose in advance the schedule of interest rates payable on deposits.\n\nBanks are free to determine the interest rates\non non-resident (external) rupee deposits and ordinary non-resident accounts. However, the interest rates cannot exceed the rate offered\nby the bank on comparable domestic rupee deposits.\n\nThe Reserve Bank of India has a framework related\nto green deposits. The purpose of the framework is to encourage regulated entities to offer green deposits to customers, protect the interests\nof the depositors, aid customers in achieving their sustainability agenda, address greenwashing concerns, and help augment the flow of\ncredit to green activities and projects.\n\n**Regulations Relating to Payments**\n\nIn 2021, the Reserve Bank of India introduced\nthe Legal Entity Identifier system for single payment transactions of value Rs.500 million and above undertaken by non-individual entities\nusing centralized payment systems like real time gross settlement and national electronic funds transfer.\n\nIn 2021, the Reserve Bank of India also issued\nmaster directions on digital payment security controls, which provide necessary guidelines for regulated entities to set up a robust governance\nstructure and implement common minimum standards of security controls for channels like internet, mobile banking,\n\n234\n\n[Table of Contents](#a_050)\n\ncard payments, among others. This is to create an enhanced environment\nfor customers to use digital payment products in a safer and more secure manner.\n\nIn September 2025, the Reserve Bank of India issued\ndirections on authentication mechanisms for digital payment transactions requiring that all digital payment transactions be authenticated\nby at least two distinct factors of authentication, unless exempted specifically. Further, other than card present transactions, at least\none of the factors of authentication must be dynamically created or proven.\n\n**Regulation Related to Current Accounts**\n\nIn 2022, the Reserve Bank of India issued a consolidated\ncircular on current accounts and Cash Credit/Overdraft accounts, setting out conditions for opening such accounts based on borrower exposure.\nThe circular also requires banks to flag these accounts in the core banking system and review them at least once every six months to ensure\ncompliance. In 2025, the Reserve Bank of India exempted cash credit accounts from current account restrictions and increased the threshold\nfor unrestricted current/OD accounts from Rs. 5 crore to less than Rs. 10 crore of aggregate banking exposure.\n\n**Regulations Relating to Customer Service and\nCustomer Protection**\n\nThe Reserve Bank of India has issued several guidelines\nrelated to enhancing consumer protection and service:\n\nThe Reserve Bank of India has issued a charter\nof customer rights, which provides the broad overarching principles for the protection of bank customers. The charter describes five\nbasic rights of bank customers: the right to fair treatment, the right to transparency, fair and honest dealing, the right to suitability,\nthe right to privacy and the right to grievance redress and compensation.\n\nThe Reserve Bank of India has issued procedural\nguidelines for redressal of grievances by an internal ombudsman.\n\nThe Reserve Bank of India has issued directions\nto banks related to determining customer liability that arises in an unauthorized electronic banking transaction.\n\nThe Reserve Bank of India does not allow regulated\nentities, including banks, to deal in virtual currencies or to provide services related thereto, including maintaining accounts, registering,\ntrading, settling, clearing, giving loans against virtual tokens, accepting them as collateral, opening accounts of exchanges dealing\nwith them and transfer/receipt of money in accounts relating to purchase/sale of virtual currencies.\n\n**Personal Data Protection and Privacy**\n\nThe Bank has a global presence in several jurisdictions\nincluding Hong Kong, Singapore, the United States, the United Kingdom, Canada, China, the Dubai International Financial Centre in the\nUnited Arab Emirates and Bahrain. The Bank is committed to ensuring compliance with applicable laws across these jurisdictions. It has\nan integrated and centralized strategy for achieving data privacy compliance across all jurisdictions.\n\nPrivacy regulations require the personal data\nof customers to be protected throughout its entire life cycle. Accordingly, the Bank has undertaken several comprehensive measures such\nas categorizing all personal data and sensitive personal data as ‘Confidential Information’, keeping records of all its processing\nactivities, entering into non-disclosure and confidentiality agreements with employees and third parties who are privy to customers’\npersonal data and providing customers the option to exercise\n\n235\n\n[Table of Contents](#a_050)\n\nvarious rights which they enjoy under applicable data protection regulations\nand incident handling procedures.\n\nIn August 2023, the Government\nof India enacted the Digital Personal Data Protection Act, 2023 (“DPDPA”), and further notified the rules on November 13,\n2025. The rules provided a phased timeline for implementation of the DPDPA.\n\nThe rollout of implementation\nwas to begin from November 13, 2025,\n\n·Immediate\neffect: Provisions related to the establishment and procedures of the Data Protection\nBoard of India.\n\n·12\nmonths (by November 14, 2026): Rules concerning the registration and obligations of Consent\nManagers will come into force.\n\n·18\nmonths (by May 14, 2027): The core operational obligations for Data Fiduciaries and Significant\nData Fiduciaries will become effective.\n\n**Regulations Governing Digital Banking Channels**\n\nIn November 2025, the Reserve\nof Bank India issued guidelines on digital banking channels authorization by consolidating and updating the existing instructions on use\nof digital channels for providing banking services. The guidelines also directed banks to put in place comprehensive policies for all\ndigital banking channels keeping in account all statutory and regulatory requirements (including on management of liquidity and operational\nrisks in digital banking scenario).\n\n**Regulations Governing Credit, Debit and Co-branded\nCards**\n\nThe Reserve Bank of India issued master directions\nfor the issuance of credit and debit cards. The directions cover the general and conduct regulations relating to credit, debit and co-branded\ncards which shall be read along with prudential, payment and technology and cybersecurity related directions applicable to credit, debit\nand co-branded cards.\n\n**Regulations Governing Prepaid Payment Instruments**\n\nThe Reserve Bank of India has issued master directions\non the issuance of prepaid payment instruments and operations related to their use. Issuers of such instruments are required to have board-approved\npolicies on: the issuance of prepaid instruments, the engagement of agents for the purpose of issuing and reloading prepaid instruments,\nco-branding arrangements, gift instruments and related activities.\n\n**Deposit Insurance**\n\nDemand and time deposits accepted by Indian banks\nmust be insured with the Deposit Insurance and Credit Guarantee Corporation, a wholly-owned subsidiary of the Reserve Bank of India. The\nlimit on insurance coverage is Rs.500,000 for each depositor. Banks are required to pay an insurance premium to the Deposit Insurance\nand Credit Guarantee Corporation on a semi-annual basis. The cost of the insurance premium cannot be passed on to the customer.\n\n**Inoperative Accounts/The Depositor Education\nand Awareness Fund Scheme, 2014—Section 26A of the Banking Regulation Act**\n\nThe Reserve Bank of India has issued guidance requiring\nbanks to transfer the credit balance in all eligible accounts that are inoperative or unclaimed along with interest accrued to the Depositor\n\n236\n\n[Table of Contents](#a_050)\n\nEducation and Awareness Fund after ten years. Banks must undertake\nat least an annual review in respect of accounts where there is no customer induced transaction for more than a year.\n\n**Borrowings by Banks in India**\n\nThe Reserve Bank of India has permitted banks\nto borrow and lend in call, notice and term money markets as per internal board-approved limits that are within the prescribed prudential\nlimits for interbank liabilities.\n\n·The inter-bank liabilities of a bank should not exceed 200% of its net worth as on March 31 of the previous year.\n\n·The banks whose Capital to Risk Weighted Assets Ratio (“CRAR”) is at least 25% more than the minimum CRAR of (9%) (i.e.,\n11.25%) as on March 31, of the previous year, are allowed to have a higher limit up to 300% of the net worth for inter-bank liabilities.\n\nThe Reserve Bank of India also allows banks to\nborrow funds from their overseas branches and correspondent banks (including borrowings for financing export credit, external commercial\nborrowings and overdrafts from their head office/nostro account) up to a limit of 100.0% of unimpaired Tier 1 capital or US$10 million,\nwhichever is higher.\n\nThe Reserve Bank of India permits banks to issue\nperpetual instruments that can qualify for inclusion as additional Tier 1 capital and debt capital instruments that can qualify for inclusion\nas Tier 2 capital. Banks can also raise funds, by way of rupee-denominated bonds in the overseas market, and long-term bonds for financing\ninfrastructure and affordable housing projects.\n\n**Gold Monetization Scheme and Sovereign Gold\nBonds**\n\nThe Gold Monetization Scheme (“GMS”)\nis intended to mobilize gold held by households and institutions of the country and facilitate its use for productive purposes, and in\nthe long run, to reduce the country’s reliance on the import of gold. The minimum deposit at any one time is 10 grams of raw gold.\nMedium- and Long-Term Government Deposits under the GMS have been discontinued with effect from March 26, 2025. Renewal, partial renewal\nand partial redemption under Medium-Term Gold Deposits and Long-Term Gold Deposits for the legacy cases has also been discontinued.\n\nSovereign Gold Bonds are government securities\ndenominated in grams of gold which are issued by the Reserve Bank of India on behalf of the Government of India. They are substitutes\nfor holding physical gold.\n\n**Regulations Relating to KYC and AML**\n\nThe PMLA and the rules promulgated thereunder\nseek to prevent and criminalize money laundering and terrorist financing in line with recommendations made by the Financial Action Task\nForce. The PMLA requires regulated entities to maintain certain records and report certain transactions to the Financial Intelligence\nUnit within the Government of India. It also criminalizes certain offences and provides for appointment of the Designated Director and\nPrincipal Officer and their respective obligations under the PMLA.\n\nThe Reserve Bank of India has also issued guidance\nrelated to customer acceptance policy, customer due-diligence procedures, monitoring of transactions risk management, regulatory reporting,\ntraining of employees and independent audit of AML/KYC framework. These directions are updated from time to time.\n\n237\n\n[Table of Contents](#a_050)\n\n**Regulations Relating to Investments **\n\nThe Reserve Bank of India requires banks to undertake\ninvestment activities as per the terms and conditions specified in the Reserve Bank of India Master Direction on Classification, Valuation\nand Operation of Investment Portfolio of Commercial Banks dated November 28, 2025.\n\nThe entire investment portfolio (including statutory\nliquidity ratio-eligible securities and non-statutory liquidity ratio securities) is to be classified under three categories: Held-to-Maturity,\nAvailable-for-Sale and Fair Value through Profit and Loss. Held for Trading is a separate investment subcategory within fair value through\nprofit and loss. Investments in own subsidiaries, joint ventures and associates are a separate category. The category of the investment\nshall be decided by the bank at the time of acquisition.\n\nBanks shall not reclassify investments between\ncategories without approval by its board and the Reserve Bank of India.\n\nA bank’s investment in unlisted non-statutory\nliquidity ratio securities shall not exceed 10% of its total investment in non-statutory liquidity ratio securities as on March 31 of\nthe previous year.\n\nThe criterion used to classify an asset as a Non-Performing\nAsset shall be used to classify an investment as a Non-Performing Investment (“NPI”) (i.e., an NPI is one where interest/\ninstalment, including maturity proceeds is due and remains unpaid for more than 90 days). In the case of equity shares, in the event the\ninvestment in the shares of any company is valued at Re.1 per company on account of the non-availability of the latest balance sheet,\nthose equity shares shall be classified as NPI.\n\n**Investments in Alternative Investment\nFunds**\n\nThe Reserve Bank of India\nhas instructed that no regulated entity may invest more than 10.0% in any scheme of an alternative investment fund and the aggregate investment\nby all regulated entities in any such scheme is restricted to 20.0% of the scheme’s corpus. Where a regulated entity invests more\nthan 5.0% in a scheme of an alternative investment fund, it is required to make a provision in proportion to its investment in a debtor\ncompany made through that scheme, subject to a maximum of its direct loan and/or investment exposure to the debtor company. Investments\nmade in subordinated units of any such scheme shall be deducted from the regulated entity’s capital funds.\n\nA banking group may invest\nless than 20.0% in the corpus of a Category I or Category II scheme of an alternative investment fund without the prior approval of the\nReserve Bank of India, subject to the conditions stipulated in the directions. A banking group may invest 20.0% or more, but not exceeding\n30.0%, in the corpus of a Category I or Category II scheme of an alternative investment fund, with the prior approval of the Reserve Bank\nof India. A bank is not permitted to invest in any Category III scheme of an alternative investment fund, and investment by a bank’s\nsubsidiary in a Category III scheme of an alternative investment fund is restricted to the regulatory minima prescribed by the SEBI.\n\nBanks are required to ensure\nthat their exposure to an investee company through investments in schemes of an alternative investment fund does not result in the circumvention\nof any regulation applicable to banks.\n\n**Subsidiaries and Other Financial\nand Non-Financial Services Investments**\n\nUnder the provisions of Section\n19(2) of the Banking Regulation Act, a bank cannot hold shares in any company whether as a pledgee, mortgagee or absolute owner of an\namount exceeding 30.0% of the paid up share capital of that company or 30.0% of its own paid up share capital, whichever is less. The\nAct also\n\n238\n\n[Table of Contents](#a_050)\n\nprohibits banks from holding shares of companies\nin which any managing director or manager of the bank is in any manner concerned or interested.\n\nBanks are allowed to set\nup subsidiaries only for undertaking activities as permitted under Section 19(1) of the Banking Regulation Act. Further, banks require\nprior approval for making additional investments in the equity share capital of any group entity.\n\nEquity investment by a bank\nin any entity, including its group entity, individually, must not exceed 10% of the bank’s paid-up share capital and reserves as\nper the last audited balance sheet or audited/unaudited balance sheet of the latest quarter, whichever is lower.\n\nThe aggregate equity investments\nmade in all entities, including group entities and overseas investments, shall not exceed 20% of the bank’s paid-up share capital\nand reserves as per the last audited balance sheet or audited/unaudited balance sheet of the latest quarter, whichever is lower.\n\nA banking group may make\nan aggregate investment of less than 20% (with or without investment by the bank) in the equity share capital of an entity without prior\napproval, subject to the following conditions:\n\n(1) The bank’s CRAR\nshall not be less than the minimum prescribed capital (including Capital Conservation Buffer) post the investment; and\n\n(2) The bank should have\nreported net profit in each of the preceding two financial years.\n\nA bank is allowed to invest\n20% or more in the equity share capital of a non-financial services entity but not exceeding 30% (except as subsidiary) only as per circumstances\nlisted in para 29(A) 1 of the Reserve Bank of India (Commercial Banks – Undertaking of Financial Services) Directions, 2025 (Updated\nas on December 05, 2025).\n\n**Regulations on Asset Liability Management**\n\nThe Reserve Bank of India has issued guidance\nrelated to liquidity risk management, including guidance related to liquidity risk governance, measurement, monitoring and position reporting\nto the Reserve Bank of India.\n\n**Stress Testing**\n\nThe Reserve Bank of India has issued guidance\non stress testing, including guidance related to overall objectives, governance, design and implementation of stress testing programmes.\nBanks are required to conduct stress tests which include at least baseline shocks prescribed by the Reserve Bank of India.\n\n**Guidelines on Banks’ Asset\nLiability Management Framework – Interest Rate Risk**\n\nIn February 2023, the Reserve Bank of India issued\nguidance requiring banks to submit quarterly disclosures in the prescribed format to the Reserve Bank of India.\n\n**IT and CyberSecurity**\n\nThe Reserve Bank of India\nhas issued the Master Direction on Managing Risks in Outsourcing, 2025 (“2025 Outsourcing Direction”). One part of the 2025\nOutsourcing Direction focuses on areas of managing\n\n239\n\n[Table of Contents](#a_050)\n\nrisks while outsourcing IT related services to\nthird parties. Banks have been extensively leveraging IT and IT enabled services to support their business models, products and services\noffered to their customers.\n\nThe Bank has a risk management framework for outsourcing\nof IT services to comprehensively deal with the processes and responsibilities for identification, measurement, mitigation/ management\nand reporting of risks associated with outsourcing of IT services arrangements.\n\nThe Reserve Bank of India has issued Master Direction\non IT Governance, Risk, Controls and Assurance Practices (“IT Direction”). The IT Direction focuses on areas of IT governance,\nIT infrastructure and service management, IT and information security risk management, business continuity and disaster recovery management,\nand information systems audit.\n\nThe Reserve Bank of India’s Cybersecurity\nFramework in Banks (the “Cybersecurity Framework”) requires banks to put in place a cybersecurity policy containing an appropriate\napproach to combat cyber threats given the level of complexity of business and acceptable levels of risk. The Cybersecurity Framework\nfocuses on areas of continuous surveillance, comprehensive security of IT, protection of customer data and the Cyber Crisis Management\nPlan to maintain cybersecurity preparedness.\n\nSee also “*Risk Factors—Risks Relating\nto Technology—We face security risks, including denial of service attacks, misuse of privilege access by insiders, hacking, social engineering attacks targeting our colleagues\nand customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information,\nadversely affect our business or reputation, and creating significant legal and financial exposure*”.\n\n**Foreign Currency Dealership**\n\nThe Reserve Bank of India has granted us a full-fledged\nauthorized dealers’ Category- I license to deal in foreign exchange through our designated branches.\n\nFurther, banks are permitted to hedge the foreign\ncurrency loan exposures of Indian corporations in the form of interest rate swaps, currency swaps and forward rate agreements, subject\nto certain conditions.\n\nOur foreign exchange operations are subject to\nthe guidelines specified by the Reserve Bank of India.\n\n**Statutes Governing Foreign Exchange and Cross-Border\nBusiness Transactions**\n\nForeign exchange and cross-border\ntransactions undertaken by banks are subject to the provisions of FEMA. Banks are required to monitor transactions of customers based\non predefined rules using a risk-based approach which envisages identification of unusual transactions, undertaking due diligence on such\ntransactions and, if confirmed as suspicious, reporting to the Financial Intelligence Unit of the respective jurisdiction.\n\nThe Reserve Bank of India issues guidelines on\nexternal commercial borrowings and trade credits from time to time.\n\nThe Reserve Bank of India issued revised directions\nin January 2024 on facilities for hedging exchange risk by residents and non-residents. According to the directions, derivative products\ncan be offered to any person resident in India or resident outside India having foreign exchange risk on an anticipated or contracted\nbasis in line with issued guidelines.\n\nThe Reserve Bank of India has permitted non-residents\nto undertake transactions in the rupee interest rate derivatives markets for the purpose of hedging interest rate risk or otherwise.\n\n240\n\n[Table of Contents](#a_050)\n\nFor purposes other than hedging, non-residents\n(other than individuals) are permitted to take overnight index swap transactions directly with market makers in India or by way of back-to-back\narrangements through a foreign branch/parent/group entity of the market maker.\n\nThe Reserve Bank of India has issued revised guidelines\nfor offering over-the-counter (“OTC”) derivatives. It has prescribed broad principles to be adhered to by market makers with\nrespect to governance frameworks, introduction of new products, user dealing conduct, pricing and valuation, risk management, internal\ncontrol, and internal audit.\n\nIn May 2024, the Reserve Bank of India issued\nMaster Direction – Reserve Bank of India (Margining for Non-Centrally Cleared OTC Derivatives) Directions, 2024 mandating exchange\nof Variation Margin and Initial Margin for non-centrally cleared OTC derivatives, thereby enhancing the counterparty risk management.\n\nIn May 2025, the Reserve\nBank of India’s (Forward Contracts in Government Securities) Directions came into force, permitting resident market participants\nto take long positions in bond forwards and permitting resident and non-resident users to take covered short positions in bond forwards\nfor the purpose of hedging.\n\nThe Reserve Bank of India\nissued guideline on Participation of Indian Banks on India International Bullion Exchange IFSC Limited (“IIBX”) wherein a\nbranch, subsidiary or joint venture of an Indian bank in GIFT-IFSC is allowed to act as a trading member or is a trading and clearing\nMember of IIBX, and Indian banks are authorized to import gold/silver to act as special category client of IIBX.\n\nIn January 2025, the\nReserved Bank of India updated its Master Direction on Deposits and Accounts by allowing all permissible current and capital transaction\nand allowing exporters to open foreign currency accounts with a bank outside of India.\n\n**Consolidated Supervision Guidelines**\n\nThe Reserve Bank of India’s guideline, Reserve\nBank of India (Financial Statements - Presentation and Disclosures) Direction, requires banks to prepare consolidated financial statements\nintended for public disclosure.\n\nThe Reserve Bank of India’s guideline on\nConsolidated Prudential Return requires banks to submit to the Reserve Bank of India consolidated prudential returns reporting their compliance\nwith various prudential standards on a consolidated basis, excluding insurance subsidiaries and group companies engaged in businesses\nnot pertaining to financial services.\n\n*See also “Selected Statistical Information—Loan\nConcentration.”*\n\n**Moratorium, Reconstruction and Amalgamation\nof Banks**\n\nThe Reserve Bank of India may apply to the Government\nof India to suspend the business of a banking company. The Government of India, after considering the application of the Reserve Bank\nof India, may order a moratorium staying commencement of action or proceedings against such banking company for a maximum period of six\nmonths. During such period of moratorium, the Reserve Bank of India may prepare a scheme for the reconstruction of the bank or merger\nof the bank with any other bank only if it is in: (a) the public interest; (b) the interest of the depositors; (c) order to secure the\nproper management of the bank; or (d) the interests of the banking system of the country as a whole.\n\nThe Reserve Bank of India has issued guidelines\non amalgamation between private sector banks and between banks and non-banking finance companies, emphasizing the examination of the rationale\nfor the\n\n241\n\n[Table of Contents](#a_050)\n\nmerger, the systemic benefits arising therefrom and the advantages\naccruing to the merged entity. With respect to a merger between two private sector banks, the guidelines require the draft scheme of merger\nto be approved by the shareholders of both banks with a two-thirds majority after approval by the boards of directors of the two banks\nconcerned. Under the Banking Regulation Act, the Reserve Bank of India must value and approve the proposed merger. With respect to a merger\nof a bank and a nonbanking company, where the non-banking company is proposed to be amalgamated with the bank, the banking company must\nobtain the approval of the Reserve Bank of India after the scheme of amalgamation is approved by its board and the board of the non-banking\nfinance company, but before it is submitted to the National Company Law Tribunal for approval as required by the Companies Act. See also\n“*—Other Statutes—Competition Act*.”\n\n**Other Statutes**\n\n**Companies Act**\n\nCompanies in India, including banks, in addition\nto the sector-specific statutes and the regulations and guidelines prescribed by the sectoral regulators, are required to comply with\nrelevant provisions of the Companies Act. The Companies Act includes provisions to make independent directors more accountable, improve\ncorporate governance practices and make corporate social responsibility mandatory for companies above a certain size and require them\nto spend a minimum of 2.0% of the average net profits of the preceding three years for corporate social responsibility initiatives. Any\nshortfall in this regard must be explained in the annual report. Any excess amount spent over and above the requirement for that\nyear may be set off against the requirement to spend for succeeding financial years. Any unspent amount in case of an ongoing project\nmust be transferred to the Unspent Corporate Social Responsibility Account and spent as stipulated under the Companies Act and, in other\ncases, transfer such unspent amount to the fund specified under Schedule VII of the Companies Act within the stipulated period.\n\n**Competition Act**\n\nThe Competition Act, 2002 established the Competition\nCommission of India with the objective of promoting competition, preventing unfair trade practices and protecting the interest of consumers. The\nCompetition Act, 2002 prohibits anti-competitive agreements and abuse of market dominance, and requires the approval of the Competition\nCommission for mergers and acquisitions involving companies above a certain size.\n\n**Secrecy Obligations**\n\nThe obligations of banks relating to maintaining\nsecrecy arise out of common law principles governing relationships with customers. Banks cannot disclose any information to third\nparties except under clearly defined circumstances. The following are the exceptions to this general rule:\n\nwhere disclosure is required to be\nmade under any law;\n\nwhere there is an obligation to disclose\nto the public;\n\nwhere the bank needs to disclose information\nin its interest; and\n\nwhere disclosure is made with the express\nor implied consent of the customer.\n\nBanks are also required to disclose information\nif ordered to do so by a court. The Reserve Bank of India may, in the public interest, publish the information obtained from the Bank.\nUnder the provisions of the Banker’s Books Evidence Act, a copy of any entry in a bankers’ book, such as ledgers, day books,\n\n242\n\n[Table of Contents](#a_050)\n\ncash books and account books certified by an officer of the bank may\nbe entered as evidence of the transaction in any legal proceeding.\n\n**Regulations and Guidelines of the SEBI**\n\nThe SEBI was established to protect the interests\nof investors in securities markets and to promote the development of and to regulate Indian securities markets. We and our subsidiaries\nand affiliates are subject to SEBI’s regulations for public capital issuances, private placements as well as underwriting, custodian,\ndesignated depository participant, merchant banker, depository participant, investment advisory, private equity, trading member, clearing\nmember, asset management, portfolio management, banker to the issue, research analyst and debenture trusteeship activities. These regulations\nprovide for the registration of the Bank and certain subsidiaries and affiliates, as appropriate, with SEBI for each of these activities,\nfunctions and responsibilities. We and our subsidiaries are required to adhere to codes of conduct applicable to these activities.\n\n**Income Tax Benefits**\n\nAs a banking company, the Bank is entitled to\ncertain tax benefits under the Income Tax Act. We are allowed a deduction of up to 20.0% of the profits derived from the business of providing\nlong-term finance (defined as loans and advances extended for a period of not less than five years) for industrial or agricultural development,\ndevelopment of infrastructure facility in India or development of housing in India, computed in the manner specified under the Income\nTax Act and carried to a Special Reserve Account. The deduction is allowed for each financial year subject to the aggregate of the amounts\ntransferred to the Special Reserve Account for this purpose during the financial year not exceeding twice the paid-up share capital and\ngeneral reserves. The amount withdrawn from such a Special Reserve Account would be chargeable to income tax in the year of withdrawal,\nin accordance with the provisions of the Income Tax Act. In accordance with the guidelines issued by the Reserve Bank of India in December\n2013, banks are required to create deferred tax liability on the special reserve on a prudent basis. The deferred tax liability is permitted\nto be charged through the profit and loss account. In India, while computing taxable income, provision on non-performing loans is allowed\nas a deduction from income only up to 8.5% of the total income and 10.0% of the aggregate average advances made by the rural branches\nof the bank. The balance of the provisions, which comprises a significant majority of the provision, is allowed as a deduction from the\ntaxable income at the time of write-off of the loans.\n\n**Regulations Governing Insurance Companies**\n\nThe Sabka Bima Sabki Raksha\n(Amendment of Insurance Laws) Act, 2025 came into effect from February 5, 2026. The Act, among other things, raised the foreign investment\nlimit in the insurance sector from 74% to a limit of 100%.\n\nICICI Prudential Life Insurance Company Limited\nand ICICI Lombard General Insurance Company Limited, our subsidiary/associate and affiliate offering life insurance and general insurance\nproducts, respectively, are subject to the provisions of the Insurance Act, 1938 and subsequent rules and amendments notified, and the\nvarious regulatory prescriptions issued by regulations prescribed by IRDAI. These regulate and govern, among other things, registration\nas an insurance company, investment, solvency margin requirements, licensing/ registration of insurance agents and other insurance intermediaries,\nadvertising, sale and distribution of insurance products and services and protection of policyholders’ interests.\n\n243\n\n[Table of Contents](#a_050)\n\n**Regulations Governing Mutual Funds**\n\nICICI Prudential Asset Management\nCompany Limited, our asset management subsidiary, is regulated by SEBI for its asset management activity. The ICICI Prudential Asset Management\nCompany Limited is primarily governed by SEBI (Mutual Funds) Regulations 2026, SEBI (Portfolio Managers) Regulations, 2020 and SEBI (Alternative\nInvestment Funds) Regulations 2012 and circulars issued under the respective regulations. The branch of the ICICI Prudential Asset Management\nCompany Limited established in International Financial Services Centre (Gift City) and Dubai International Financial Centre (“DIFC”)\njurisdiction, are regulated by International Financial Services Centers Authority (“IFSCA”) and Dubai International Financial\nServices Authority (“DFSA”) respectively.\n\n**Regulations Governing International Operations**\n\nOur international operations\nare governed by regulations in the countries in which we have a presence. Further, the Reserve Bank of India has notified that the foreign\nbranches/foreign subsidiaries of an Indian banks/ can deal in financial derivative products, including structured financial products,\nwhich are not available or are not permitted by the Reserve Bank of India in the domestic market without prior approval of the Reserve\nBank of India, subject to compliance with certain conditions.\n\n**Overseas Banking Subsidiaries**\n\nOur wholly-owned subsidiary in the United Kingdom,\nICICI Bank UK, is authorized and regulated by the Prudential Regulation Authority and Financial Conduct Authority. Our subsidiary in the\nUnited Kingdom has seven branches located in the United Kingdom and one branch in mainland Europe, located in Eschborn, Germany.\n\nOur wholly-owned subsidiary in Canada, ICICI Bank\nCanada (a Schedule II Bank in Canada), is regulated by the Office of the Superintendent of Financial Institutions. Our subsidiary in Canada\nhas 10 branches and 2 Customer Service Centers in Halifax and Winnipeg.\n\n**Offshore Branches**\n\nOur overseas branches in\nSingapore, Bahrain, Hong Kong, the Dubai International Financial Centre, China and New York are regulated by the Monetary Authority of\nSingapore, Central Bank of Bahrain, Hong Kong Monetary Authority, Dubai Financial Services Authority, National Financial Regulatory Administration,\nBoard of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency respectively. In addition, we have an\nOffshore Banking Unit located in the Santacruz Electronic Exports Promotion Zone (“SEEPZ”), Mumbai. In May 2026, the Bank\nreceived a no objection letter from the Reserve Bank of India to close the Offshore Banking Unit located in the SEEPZ.\n\nIn 2021, the Reserve Bank of India released a\ncircular regarding infusion of capital in overseas branches and subsidiaries and retention/repatriation/transfer of profits in these centers\nby banks incorporated in India. Under the circular, banks which meet regulatory capital requirements are permitted to engage in capital\ninfusion or transfer (including retention/repatriation of profits) after receiving board approval and report such activity to the Reserve\nBank of India.\n\n**Regulations Governing Banking Units in International\nFinancial Services Centers in India**\n\nThe Reserve Bank of India has issued guidance\npermitting public and private sector banks dealing in foreign exchange to set up one banking unit in each international financial services\ncenter in India (“IFSC”). Banks need prior approval of the Reserve Bank of India before opening a banking unit, and this will\nbe treated on par with a foreign branch of an Indian bank. In 2020, the Government established the IFSC Authority (“IFSCA”),\nunder the International Financial Services Centers Authority Act, 2019, a\n\n244\n\n[Table of Contents](#a_050)\n\nunified authority for the development and regulation of financial products,\nfinancial services and financial institutions in an IFSC. The GIFT IFSC is the maiden international financial services center in India.\nPrior to the establishment of IFSCA, the domestic financial regulators, namely, the Reserve Bank of India, SEBI, PFRDA and IRDAI regulated\nthe business in IFSCs. The main objective of the IFSCA is to develop a strong global connect and focus on the needs of the Indian economy\nas well as to serve as an international financial platform for the entire region and the global economy as a whole.\n\n**Representative Offices**\n\nWe have representative offices in various jurisdictions\nthat are regulated by the respective regulatory authorities.\n\n**Foreign Account Tax Compliance\nAct**\n\nThe Government of India entered into a Model 1\ninter-governmental agreement with respect to the Foreign Account Tax Compliance Act with the United States. ICICI Bank is registered with\nthe Internal Revenue Service in the United States. In addition, the United States has entered into Model 1 inter-governmental agreements\nwith respect to the Foreign Account Tax Compliance Act with the United Kingdom, Canada, Germany, Singapore, the United Arab Emirates,\nBahrain and Malaysia and reached a similar agreement in substance with China and Indonesia, and a Model 2 inter-governmental agreement with\nrespect to the Foreign Account Tax Compliance Act with Hong Kong. ICICI Bank has taken measures to comply with the terms of applicable\ninter-governmental agreements with respect to the Foreign Account Tax Compliance Act and any regulations issued thereunder.\n\n**Common Reporting Standards**\n\nThe Common Reporting Standard formally referred\nto as the Standard for Automatic Exchange of Financial Account Information, is an information standard for the automatic exchange of information,\ndeveloped in the context of the Organization for Economic Cooperation and Development. In India requirements under the Foreign Account\nTax Compliance Act/Common Reporting Standard are implemented by the Central Board of Direct Taxes. The common reporting standard has been\nadopted by the United Kingdom, Canada, Germany, Hong Kong, Singapore, Malaysia, Indonesia, China, the United Arab Emirates and Bahrain.\n\n245\n\n[Table of Contents](#a_050)\n\n**Exchange\nControls**\n\n**Restrictions on Conversion of Rupees**\n\nThere are restrictions on\nthe conversion of rupees into dollars. The FEMA has substantially eased the restrictions on current account transactions, with a few exceptions.\nHowever, the Reserve Bank of India continues to exercise control over capital account transactions (i.e., those which alter the assets\nor liabilities, including contingent liabilities, of persons).\n\n**Issuance of Depositary receipts, Restrictions\non Sale of the Equity Shares underlying ADSs and Repatriation of Sale Proceeds**\n\nThe SEBI, via\ncircular dated October 10, 2019, has provided a framework for the issuance of depositary receipts. As per the circular, only a company\nincorporated in India and listed on a recognized stock exchange in India may issue permissible securities or their holders may transfer\npermissible securities, for the purpose of issuing depositary receipts subject to compliance with the eligibility criteria defined by\nSEBI. SEBI has further issued operational guidelines dated October 1, 2020, for monitoring foreign holdings in depositary receipts. Pursuant\nto the operational guidelines, every listed company shall appoint one Indian depository as the designated depository for the purposes\nof monitoring such limits. Subsequently, SEBI issued a circular dated December 18, 2020, according to which non-resident Indians shall\nneither subscribe to any further issue nor make any further acquisition of depositary receipts except issue of depositary receipts to\nnon-resident Indians pursuant to share based employee benefit schemes or pursuant to bonus issue or rights issue. The Listed Company has\nthe obligation to identify the non-resident Indian holders who are issued depositary receipts in terms of employee benefit scheme and\nprovide such information to the designated depository for monitoring limits. There are no end-use restrictions on American Depositary\nReceipt issue proceeds except as provided under the extant FEMA guideline.\n\nAn ADR holder is entitled\nto hold or transfer ADRs or redeem them into underlying ordinary shares with the option to continue holding ordinary shares. ADR holders\nhave the same rights in respect of bonus and rights issues as any ordinary shareholder of the company.\n\nADSs issued by Indian companies\nto non-residents have free convertibility outside India. Under current Indian laws there is a general permission for the sale or transfer\nof equity shares underlying ADSs obtained after conversion of ADRs by a person not resident in India to a resident of India if the sale\nis proposed to be made through a recognized stock exchange or when the underlying shares are being sold in terms of an offer made under\nSecurities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. For all other cases of sale of\nshares underlying the ADRs, permission of the Reserve Bank of India is required.\n\nIf a sale of securities has\ntaken place in terms of the rules laid down by the government, Reserve Bank of India guidelines and other applicable regulations, the\nsale proceeds may be freely remitted as long as (i) the securities were held on repatriation basis, (ii) either the securities has been\nsold in compliance with the pricing guidelines issued by the Reserve Bank of India or the Reserve Bank of India’s approval has been\nobtained in other cases and (iii) a no objection or tax clearance certificate from the income tax authority has been obtained.\n\nThe issuance of fresh depositary\nreceipts and any changes or modifications in the existing terms and conditions of ADR/GDR should be in accordance with DR Scheme, 2014,\nand the SEBI Framework for issue of Depository Receipts, 2019 or/and be subject to approval or clarification from the Reserve Bank of\nIndia or the SEBI.\n\n246\n\n[Table of Contents](#a_050)\n\nInvestment in depositary\nreceipts by a person resident outside India should be in terms of schedule IX of the Foreign Exchange Management (Non-debt Instruments)\nRules, 2019 dated October 17, 2019, as amended from time to time.\n\n247\n\n[Table of Contents](#a_050)\n\n**Restriction\non Foreign Ownership of Indian Securities**\n\nThe Government of India regulates the ownership\nof Indian companies by foreigners. Foreign investment in securities issued by Indian companies, including the equity shares represented\nby ADSs, is governed by the FEMA, and the rules and regulations thereunder. FEMA authorizes the Reserve Bank of India to impose restrictions\non inflow or outflow of foreign exchange and provides that certain transactions cannot be carried out without the general or special permission\nof the Reserve Bank of India or relevant departments of the Government of India. FEMA has eased restrictions on current account transactions.\nHowever, the Reserve Bank of India continues to exercise control over capital account transactions (i.e., those which alter the assets\nor liabilities, including contingent liabilities, of persons). The Government of India has laid down rules and the Reserve Bank of India\nhas issued regulations under the FEMA to regulate the various kinds of capital account transactions, including certain aspects of the\npurchase and issuance of shares of Indian companies.\n\nThe issue or transfer of any security of an Indian\ncompany by a person resident outside of India, foreign investment in equity instruments (equity shares, compulsorily convertible debentures,\ncompulsorily convertible preference shares and share warrants) as well as issuance of rupee denominated shares for issuing ADSs, are all\ngoverned by applicable rules and regulations issued under FEMA, the Depository Receipts Scheme 2014 and by the SEBI, and may be made only\nin accordance with the terms and conditions specified under such rules and regulations.\n\nThe foreign investment limit in Indian companies\nincludes, in addition to foreign direct investments, investment by Foreign Portfolio Investors, Non-Resident Indians, Foreign Currency\nConvertible Bonds, American Depository Receipts, Global Depository Receipts and convertible preference shares held by foreign entities.\n\nThe Foreign Exchange Management (Non-debt Instruments)\nRules, 2019, as amended (“Rules”) provide for, among other things, the following restrictions on foreign ownership for private\nsector banks:\n\n·Foreign investors (including indirect foreign investment made by foreign portfolio investors) may own up to 74.0% of the equity share\ncapital of a private sector bank in India subject to rules and regulations issued by the Government of India and the Reserve Bank of India.\nForeign investment up to 49.0% in private sector banks does not require any specific approval, while foreign investment beyond 49.0% and\nup to 74.0% requires the prior approval of the Government of India, unless an exemption applies. Investments by foreign investors exempted\nfrom the requirement for Government of India approval include aggregate foreign portfolio investment (as defined in the Rules) up to 49.0%\nof the paid-up capital on a fully diluted basis or a sectoral cap (whichever is lower) that does not result in the transfer of ownership\nor control of the resident Indian company from resident Indian citizens or transfer of ownership or control to persons resident outside\nIndia, and other investments by a person resident outside India shall be subject to the conditions of Government approval and compliance\nof sectoral conditions as laid down in the Rules. The Rules allow Indian companies to freely issue rights and bonus shares to existing\nnon-resident shareholders, subject to adherence to sectoral cap and fulfilling certain conditions laid out in the applicable laws and\nstatute. The aggregate foreign investment limit of 74.0% includes investments by way of foreign direct investments, ADSs/Global Depositary\nReceipts (Depository Receipts), Foreign Currency Convertible Bonds (mandatorily and compulsorily convertible) and investment under the\nPortfolio Investment Scheme by foreign portfolio investors and non-resident Indians/Overseas Citizens of India, and also includes shares\nacquired by subscription to private placements and public offerings and acquisition of shares from existing shareholders. At least 26.0%\nof the paid-up capital would have to be held by Indian residents at all times, except in regard to a wholly-owned subsidiary of a foreign\nbank.\n\n248\n\n[Table of Contents](#a_050)\n\n·Additionally, in the case of proposals requiring prior approval of the Government of India, those proposals involving total\nforeign equity inflow of more than Rs. 50.0 billion, shall require the approval of the Cabinet Committee on Economic Affairs.\n\n·An individual non-resident Indian’s holding is restricted to 5.0% of the total paid-up share capital both on a repatriation\nand non-repatriation basis and the aggregate limit of investment by all non-resident Indians cannot exceed 10.0% of the total paid up\ncapital both on repatriation and non-repatriation basis. However, non-resident Indian holdings can be allowed up to 24.0% of the total\npaid-up capital, both on repatriation and non-repatriation basis, subject to a special resolution to this effect passed by the shareholders\nof the bank.\n\n·Aggregate holding by a person along with his relatives, associate enterprises and persons acting in concert with him, whether directly\nor indirectly, beneficial or otherwise, of shares or voting rights, of 5.0% or more of the paid-up share capital or voting rights (“major\nshareholding”) in a banking company shall require prior approval of the Reserve Bank of India pursuant to Master direction Reserve\nBank of India (Commercial Banks - Acquisition and Holding of Shares or Voting Rights) Directions, 2025. The persons from Financial Action\nTask Force non-compliant jurisdictions shall not be permitted to acquire major shareholding in a banking company. However, existing major\nshareholding by persons from Financial Action Task Force non-compliant jurisdiction shall be continued, provided that there shall not\nbe any further acquisition without prior approval of the Reserve Bank of India. If aggregate holding of a person falls below 5.0%, fresh\nReserve Bank of India approval will be required for raising it again to 5.0% or above. Additionally, the ceiling on voting rights for a\nsingle shareholder is 26.0% of the total voting rights of all shareholders of the bank. In addition, a depository may exercise voting\nrights on behalf of a DR holder subject to the DR holder demonstrating compliance of Section 12B of Banking Regulation Act, 1949.\n\n·A permissible holder may purchase or sell equity shares of a public Indian company which is listed or to be listed on an International\nExchange under Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme.\n\nUnder the Portfolio Investment Scheme:\n\n·Foreign portfolio investors, as referred in SEBI (Foreign Portfolio Investors) Regulations, 2019, may hold share capital up to sectoral\ncap applicable to such Indian company. However, an Indian company may, with the resolution of its board of directors and a special resolution:\n(i) decrease the aggregate limit before March 31, 2020 to a lower threshold of 24.0% or 49.0% or 74.0% or (ii) increase the aggregate\nlimit to 49.0% or 74.0% or the sectoral cap or any statutory ceiling. However, once the aggregate limit is increased, the limit cannot\nbe reduced later. No single foreign portfolio investor may own 10.0% or more of total paid-up equity capital on a fully diluted basis\non behalf of itself or it’s investor group.\n\n·Overseas corporate bodies are not permitted to invest under the Portfolio Investment Scheme, although they may continue to hold investments\nthat have already been made under the Portfolio Investment Scheme until such time as these investments are sold on the stock exchange.\nOverseas corporate bodies are derecognized as a class of investor entity by the Reserve Bank of India under various routes and schemes\nunder the foreign exchange rules and regulations.\n\n**Foreign Portfolio Investment Scheme – Purchase of shares or\nconvertible debentures or warrants**\n\nA foreign portfolio investor registered with the\nSEBI as per the SEBI (Foreign Portfolio Investors) Regulations, 2019, as amended from time to time can purchase shares or convertible\n\n249\n\n[Table of Contents](#a_050)\n\ndebentures or warrants of an Indian company as per the extant SEBI\nand FEMA guidelines. The total holding by each foreign portfolio investor or its investor group shall be less than 10.0% of the total\npaid-up equity capital on a fully diluted basis or less than 10.0% of the paid-up value of each series of debentures or preference shares\nor share warrants issued by an Indian company. If the total investment exceeds the aforementioned threshold limit, the foreign portfolio\ninvestor shall divest the excess holding within five trading days from the date of settlement of the trades resulting in the breach. In\nthe event of failure to do so, the entire investment in the company by such foreign portfolio investors including its investor group shall\nbe considered as FDI and the foreign portfolio investor and its investor group shall not make further portfolio investment in that company.\nThe clubbing of investment limit of foreign portfolio investors is based on common ultimate beneficial ownership. Except for the exemptions\nprovided in these regulations, multiple entities registered as foreign portfolio investors and directly or indirectly, having common ownership\nof more than 50.0% or common control, shall be treated as part of the same investor group and the investment limits of all such entities\nshall be clubbed at the investment limit as applicable to a single foreign portfolio investor.\n\n**Transfer of equity instruments by a person resident outside India**\n\nA person resident outside India (other than a\nnon-resident Indian/overseas citizen of India or a former overseas corporate body) may transfer by way of sale or gift the equity instruments\nof an Indian company or units held by him or it to any person resident outside India provided that:\n\n·prior government approval shall be obtained for any transfer in case the company is engaged in a sector which requires government\napproval; and\n\n·where the equity instruments are held by the person resident outside India on a non-repatriable basis, the transfer by way of sale\nwhere the transferee intends to hold the equity instruments on a repatriable basis, shall be in compliance with and subject to the adherence\nto entry routes, sectoral caps or investment limits, as specified in Rules and attendant conditionalities for such investment, pricing\nguidelines, documentation and reporting requirements for such transfers, as may be specified by the Reserve Bank of India from time to\ntime.\n\nA person resident outside India holding equity\ninstruments of an Indian company or units:\n\n·may transfer the same to a person resident in India by way of gift;\n\n·may sell the same to a person resident in India on a recognized stock exchange in India through a registered broker in the manner\nprescribed by SEBI; or\n\n·may sell the same to a person resident in India, subject to the adherence to pricing guidelines, documentation and reporting requirements\nfor such transfers as may be specified by the Reserve Bank of India in consultation with the Government from time to time.\n\nThe Reserve Bank of India guidelines\nrelating to acquisition by purchase or otherwise of shares or voting rights of a banking company, if such acquisition results in any\nperson owning or controlling 5.0% or more of the paid-up share capital or voting rights of the banking company, are also applicable\nto foreign investment, whether directly or indirectly, beneficial or otherwise. For more details on the Reserve Bank of India\nguidelines relating to acquisition and holding of shares or voting rights in banking companies, see “*Supervision and\nRegulation—Ownership and Voting Restrictions*”.\n\n**Reporting of foreign investments**\n\nThe Reserve Bank of India has issued guidelines\non reporting of foreign investments with the objective of integrating different reporting structures for foreign investments in India.\nAs per the\n\n250\n\n[Table of Contents](#a_050)\n\nguidelines, a Single Master Form must be filed online. The Single Master\nForm, as amended from time to time, provides a facility for reporting total foreign investments in an Indian entity as well as investments\nby persons residing outside India in an investment vehicle.\n\nIndian entities not complying with this pre-requisite\nwill not be able to receive foreign investments (including indirect foreign investments) and will be deemed non-compliant under the FEMA\nand regulations made thereunder, as amended from time to time.\n\nAll the reporting prescribed under “Foreign\nInvestment in India”, except if specifically stated otherwise, is required to be done through the Single Master Form, as amended\nfrom time to time, available on the Foreign Investment Reporting and Management System platform of the Reserve Bank of India. The Reserve\nBank of India through its circular dated January 4, 2023, advised that the forms submitted with respect to reporting of foreign investment\nin Single Master Form on Firms Portal will be auto-acknowledged and the Authorised Dealer Category-I banks shall verify the same within\nfive working days based on the uploaded documents, as specified. Further, in case of forms filed with delayed reporting of less than or\nequal to three years, the Authorised Dealer Category-I banks will approve the same, subject to payment of late submission fee. For delayed\nreporting greater than three years, the Authorised Dealer Category-I bank will approve the forms subject to compounding of contravention.\nUnder the erstwhile provisions, in case of delayed reporting, the case was supposed to be referred to Reserve Bank of India, whereas basis\nthe recent amendment, powers have been given to Authorised Dealer to approve delayed reporting subject to payment of late submission fees/compounding,\nas the case may be.\n\nCurrently, an Indian entity or an investment vehicle\nmaking a downstream investment in another Indian entity which is considered as indirect foreign investment for the investee Indian entity\nin terms of Foreign Exchange Management (Non-Debt Instrument) Rules, 2019, shall notify the Secretariat for Industrial Assistance, DPIIT,\nabout such investment (including modality of investment in new/existing ventures) within 30 days of such investment, even if equity instruments\nhave not been allotted. Such entity or investment vehicle shall also file Form DI with the Reserve Bank of India within 30 days from the\ndate of allotment of equity instruments.\n\n**Issue of ADSs**\n\nIndian companies are permitted to raise foreign\ncurrency resources through the issuance of shares represented by ADSs to foreign investors under the Depository Receipts Scheme, 2014,\nas amended from time to time. Such issuance is subject to sectoral caps, entry routes, minimum capitalization norms, pricing norms, among\nother things, as applicable as per the rules and regulations established by the Government of India and/or Reserve Bank of India from\ntime to time in this regard.\n\nAn Indian company issuing ADSs must comply with\ncertain reporting requirements specified by the Reserve Bank of India. An Indian company may issue ADSs if it is eligible to issue shares\nto persons resident outside India under the FDI scheme, and shall not exceed the limit on foreign holding of such eligible securities\nunder the extant FEMA and the rules made thereunder, as amended from time to time. Similarly, an Indian company which is not eligible\nto raise funds from the Indian capital markets, including a company which has been restricted from accessing the securities market by\nthe SEBI, will not be eligible to issue ADSs. As per the Depository Receipts Scheme, 2014, if the issue or purchase of permissible securities\nunderlying the depository receipts does not require approval under the FEMA, no Government of India approval will be required for issuance,\npurchase or holding of such depository receipts. Overseas corporate bodies as defined under applicable rules, which are not eligible to\ninvest in India and entities prohibited to buy, sell or deal in securities by the SEBI are not eligible to subscribe to ADSs issued by\nIndian companies.\n\n251\n\n[Table of Contents](#a_050)\n\nFor transfer of ADSs, investors may need to seek\nspecific approval from Government of India on a case-by-case basis. However, notwithstanding the foregoing, if any investor were to withdraw\nits equity shares from the ADS program, its investment would be subject to the general restrictions on foreign ownership noted above and\nmay be subject to the portfolio investment restrictions. Secondary purchases of securities of a banking company in India by foreign direct\ninvestors or investments by non-resident Indians, and foreign portfolio investors above the ownership levels set forth above require the\nGovernment of India’s approval on a case-by-case basis. It is unclear whether similar case-by-case approvals of ownership of equity\nshares withdrawn from the depositary facility by non-resident Indians, overseas corporate bodies and foreign portfolio investors would\nbe required.\n\nFurthermore, if an investor withdraws equity shares\nfrom the ADS program and its direct or indirect holding in a private Indian bank is equal to or exceeds 25.0% of its total equity, or\nwhen such holding is or exceeds 25.0% of the total equity and thereafter such investor acquires additional 5.0% equity within any financial\nyear, such investor may be required to make a public offer for acquiring shares of the remaining shareholders under the SEBI (Substantial\nAcquisition of Shares and Takeovers) Regulations 2011, as amended from time to time. For more details on the Reserve Bank of India guidelines\nrelating to acquisition by purchase or otherwise of shares of a private bank, see “*Supervision and Regulation—Ownership\nand Voting Restrictions*”.\n\n**Depository Receipts Scheme, 2014**\n\nAn eligible person may now issue or transfer eligible\nsecurities to a foreign depository for the purpose of issuance of depository receipts in terms of Depository Receipts Scheme, 2014, as\namended from time to time. Depository receipts issued under the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through\nDepository Receipt Mechanism) Scheme, 1993 shall be deemed to have been issued under the corresponding provisions of the Depository Receipts\nScheme, 2014.\n\n252\n\n[Table of Contents](#a_050)\n\n**DIVIDENDS**\n\nUnder Indian law, a company pays dividends upon\na recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders\nheld within six months from the end of each fiscal year. The shareholders have the right to decrease but not increase the dividend amount\nrecommended by the board of directors. Dividends may be paid out of the company’s profits for the fiscal year for which the dividend\nis declared or out of undistributed profits of prior fiscal years, after excluding amount representing unrealized gains, notional gains\nor revaluation of assets and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability\nat fair value. Dividends can also be paid by a company in the interim period, termed “interim dividend” which does not require\nthe approval of the shareholders unless it is combined with the final dividend being recommended by the board of directors. The Reserve\nBank of India has stipulated that banks may declare and pay dividend out of the profits from the relevant accounting period, without prior\napproval of the Reserve Bank of India, if they satisfy the minimum prudential requirements and subject to the prudential cap on dividend\npayout ratio prescribed in the guidelines issued in this regard by the Reserve Bank of India. See also “*Supervision and Regulation—Restrictions\non Payment of Dividends*”. Equity shares issued by us are pari passu in all respects including dividend entitlement.\n\nWe have paid dividends consistently every year\nfrom fiscal 1996, the second year of our operations, other than for fiscal 2020, as the Board of Directors did not recommend any dividend\nin view of the Reserve Bank of India circular ‘Declaration of dividends by banks (Revised)’ dated April 17, 2020, directing\nbanks not to make any dividend payouts from the profits pertaining to fiscal 2020, with the intent that banks conserve capital to retain\ntheir capacity to support the economy and absorb losses in an environment of heightened uncertainty caused by COVID-19.\n\nThe following table sets forth, for the periods\nindicated, the dividend per equity share and the total amount of dividends paid out on the equity shares during the fiscal year by ICICI\nBank, each exclusive of dividend tax. This may be different from the dividend declared for the year.\n\n**Dividend\nper\nequity share**\n**Total amount of dividend paid**\n\n**(in Rs.)**\n**(Rs. in billion)**\n\n**Dividend paid during the fiscal year**\n\n2022\n2.00\n13.9\n\n2023\n5.00\n34.8\n\n2024\n8.00\n56.0\n\n2025\n10.00\n70.4\n\n2026\n11.00\n78.5\n\nFrom fiscal 2021, dividend income is taxable in\nthe hands of shareholders and companies are not liable to pay dividend distribution tax on distributed profits.\n\n253\n\n[Table of Contents](#a_050)\n\nFor fiscal 2026, the Board of Directors has proposed\na dividend, of Rs. 12.00 per equity share, which will be paid during fiscal 2027 after approval by the shareholders in the forthcoming\nannual general meeting.\n\nFuture dividends will depend upon our revenues,\ncash flow, financial condition, the regulations of the Reserve Bank of India and other factors. Owners of ADSs will be entitled to receive\ndividends payable in respect of the equity shares represented by such ADSs. The equity shares represented by ADSs rank pari passu with\nexisting equity shares. At present, we have equity shares issued in India and equity shares represented by ADSs.\n\n254\n\n[Table of Contents](#a_050)\n\n**Taxation**\n\n**Indian Tax**\n\nThe following discussion of material Indian tax\nconsequences to investors in ADSs and equity shares who are not resident in India, regardless of whether such investors are of Indian\norigin or not (each, a “non-resident investor”), is based on the provisions of the Income Tax Act, including the special tax\nregime for ADSs contained in section 115AC of the Income Tax Act, which has been extended to cover additional ADSs that an investor may\nacquire in a merger or restructuring of the company, and certain regulations implementing the section 115AC regime. The Income Tax Act\nis amended every year by the Finance Act of the relevant year. Some or all of the tax consequences described herein may be amended or\nmodified by future amendments to the Income Tax Act. This summary is not intended to constitute a complete analysis of the tax consequences\nunder Indian law of the acquisition, ownership and sale of ADSs and equity shares by non-resident investors. Holders should, therefore,\nconsult their own tax advisers regarding the tax consequences of such acquisition, ownership and sale, including the tax consequences\nunder Indian law, the law of the jurisdiction of their residence, any tax treaty between India and their country of residence, and in\nparticular the application of the regulations implementing the section 115AC regime.\n\n**Residence**\n\nFor the purposes of the Income Tax Act, an individual\nis a resident of India during any fiscal year if such individual:\n\n(a)is in India in that year for 182 days or more or\n\n(b)is in India for a period or periods aggregating 365 days or more during the four years preceding that fiscal year and periods aggregating\n60 days or more in that fiscal year.\n\nThe period of 60 days is replaced with 120 days\nwhere an Indian citizen or person of Indian origin who, being resident outside India, comes on a visit to India during the fiscal year\nand having income in India other than foreign source more than Rs. 1.5 million.\n\nThe period of 60 days is replaced with 182 days\nin the case of:\n\n·an Indian citizen who leaves India for purposes of employment or\n\n·as a member of the crew of an Indian ship during the fiscal year\n\n·an Indian citizen or person of Indian origin who, being resident outside India, comes on a visit to India during the fiscal year,\nhaving income in India other than foreign source less than Rs. 1.5 million\n\nA company is resident in India in any fiscal year\nif\n\n(a)it is an Indian company or\n\n(b)its place of effective management in that year is in India.\n\nA firm or other association of persons is resident\nin India except where the control and the management of its affairs are situated wholly outside India.\n\n**Taxation of Distributions**\n\nAs per provision of the income tax laws, dividend\nreceived in respect of ADS will be taxable at the rate of 10% and payer of the dividend would be required to deduct tax at the rate of\n10%.\n\n255\n\n[Table of Contents](#a_050)\n\n**Taxation on Exchange of ADSs**\n\nThe receipt of equity shares upon the surrender\nof ADSs by a non-resident investor would not give rise to a taxable event for Indian tax purposes.\n\n**Taxation on Sale of ADSs or Equity Shares**\n\nAny transfer of ADSs outside India by a non-resident\ninvestor to another non-resident investor will not give rise to Indian capital gains tax in the hands of the transferor. Gains on the\ntransfer of ADSs by Foreign Institutional Investors to an Indian resident will be subject to capital gains tax.\n\nSubject to any relief under any relevant double\ntaxation treaty, gain arising from the sale of an equity share will generally give rise to liability for Indian income tax in the hands\nof the transferor and tax will be required to be withheld at source. Gains will either be taxable as capital gains or as business income,\ndepending upon the nature of holding.\n\nWhere the equity share has been held for more\nthan 12 months (measured from the date on which the request for redemption of the ADS was made), the resulting long-term capital gains\nwill be taxable as per the provision of the Income Tax Act, at the rate of 12.5% (plus the applicable surcharge and education cess) under\nthe provision of the Income Tax Act, if the total long-term capital gain exceeds Rs. 0.125 million and the shares are traded on a recognized\nstock exchange and the securities transaction tax, described below, is paid on such sale and purchase.\n\nFor computing capital gains relating to the acquisition\nmade before February, 2018, the cost of acquisition shall be higher of actual cost of acquisition or lower of price of equity shares quoted\non stock exchange on January 31, 2018 (if no trading then immediately preceding day) or sale price.\n\nFurther, an additional requirement for payment\nof securities transaction tax on conversion of ADSs to equity shares has been relaxed subject to certain conditions.\n\nIf the equity share has been held for 12 months\nor less, the resulting short-term capital gains will be taxable at a tax rate of 20% (plus the applicable surcharge and education cess).\nThis rate of tax is applicable provided the gains are treated as capital gains and provided the shares are sold on recognized Indian stock\nexchanges and are subject to securities transaction tax. In other cases, the rate of tax applicable under the provisions of the Income-tax\nAct varies, subject to a maximum rate of 35% (plus the applicable surcharge and education cess). The actual rate depends on a number of\nfactors, including without limitation the nature of the non-resident investor.\n\nThe above rate may be reduced under the provisions\nof the double taxation treaty entered into by the Government of India with the country of residence of the non-resident investors. The\ndouble taxation treaty between the United States and India (the “Treaty”) does not provide U.S. residents with any relief\nfrom Indian tax on capital gains i.e. it will be taxable as per the local laws of India.\n\nTax on long-term and short-term capital gains, if payable,\nas discussed above, upon a sale of equity shares,\n\n(a)To be deducted at source by the person responsible for paying the non-resident, in accordance with the relevant provisions of the\nIncome Tax Act. As per the provisions of the Income Tax Act, any income by way of capital gains payable to non-residents may be subject\nto withholding of tax at the rate under the Income Tax Act or the double taxation treaty, whichever is more beneficial to the assessee,\nunless a lower withholding tax certificate is obtained from the tax authorities.\n\n256\n\n[Table of Contents](#a_050)\n\n(b)To get the benefit of the applicable double taxation treaty, the non-resident investor must furnish a certificate of his or her residence\nin a country outside India and such other documents as may be prescribed under the Act such as valid Permanent Account Number issued by\nthe Indian income tax authorities or tax identification number issued by the income tax authorities of the country of tax residence along\nwith certain other details such as name, e-mail ID, contact number, address etc.\n\nWhere Permanent Account Number is submitted, it should be\nlinked to Aadhaar (applicable in case of individuals if Aadhaar is obtained in India). Otherwise tax will be deducted at the higher rate\nwhich may go up to 20% or more.\n\n(c)The non-resident will be entitled to a certificate evidencing such tax deduction in accordance with the provisions of the Income Tax\nAct.\n\n(d)However, as per provisions of the Income Tax Act, no deduction of tax shall be made from capital gain arising from transfer of securities,\npayable to a Foreign Institutional Investor.\n\nFor purposes of determining the amount of capital\ngains arising on a sale of an equity share for Indian tax purposes, the cost of acquisition of an equity share received upon the surrender\nof an ADS will be the price of the share prevailing on the BSE Limited or the National Stock Exchange of India Limited on the date a request\nfor such redemption was made. The holding period of an equity share received upon the surrender of an ADS will commence on the date on\nwhich request for such redemption of the ADS was made.\n\nA sale/purchase of equity shares entered into\non a recognized stock exchange in India, whether settled by actual delivery or transfer, will be subject to the securities transaction\ntax in the hands of purchaser and seller at the rate of 0.1% on the value of the transaction at the time of sale. However, when settlement\nis done other than by actual delivery or transfer, it will be subject to the securities transaction tax in the hands of seller at the\nrate of 0.025% on the value of the transaction at the time of sale.\n\n*Rights*\n\nDistributions to non-resident investors of additional\nADSs or equity shares or rights to subscribe for equity shares made with respect to ADSs or equity shares are not subject to Indian income\ntax in the hands of the non-resident investor.\n\nIn case of capital gains derived from the extinguishment\nof rights outside India by a non-resident investor that is not entitled to exemption under a tax treaty, to another non-resident investor,\nthe sale may be deemed by the Indian tax authorities to be situated within India (as our situs is in India), in which case, any gains\nrealized on the sale of the rights will be subject to Indian capital gains taxation, in the manner discussed above under *“—Taxation\non Sale of ADSs or Equity Shares”*.\n\n*Bonus*\n\nThe holding period in case of bonus shares will\ncommence from the date of allotment of such bonus shares. The cost of acquisition of bonus shares acquired before January 31, 2018 will\nbe the fair market value of the bonus shares as on January 31, 2018 but shall not exceed the sales price. The cost of acquisition of bonus\nshares acquired after January 31, 2018 will be considered as nil.\n\n*General Anti Avoidance Rule*\n\nThe powers to invoke provisions under General\nAnti Avoidance of Tax are bestowed upon the Indian income tax authorities if they allege that the primary motive of a particular transaction\nor arrangement is\n\n257\n\n[Table of Contents](#a_050)\n\nto obtain a tax advantage. If provisions under General Anti Avoidance\nof Tax are invoked by tax authorities, then a tax benefit or benefit under the tax treaty may be denied.\n\n*Stamp Duty*\n\nPursuant to an amendment to the Indian Stamp Act,\n1899 effective July 1, 2020, stamp duty is payable on any issue/ transfer of equity shares in non-physical form. Our equity shares are\ncompulsorily delivered in non-physical form.\n\nUpon the issuance of the equity shares underlying\nADSs, we, are required to pay a stamp duty of 0.005% of the total market value of the equity shares issued. A transfer of ADSs is not\nsubject to stamp duty under Indian law. However, transfer of equity shares (on delivery basis) by a non-resident investor is subject to\nstamp duty at the rate of 0.015% of the market value of the equity shares on the trade date. Such stamp duty is payable, (i) by the buyer\nin case the transfer of equity shares is through a stock exchange and (ii) by the seller in case the transfer of equity shares is other\nthan through a stock exchange or is through a depository or is other than through a depository.\n\n*Other Taxes*\n\nAt present, there are no taxes on wealth, gifts\nor inheritance which apply to the ADSs or underlying equity shares.\n\n*Goods and Services Tax*\n\nGoods and Services Tax is a single comprehensive\ntax levied on the manufacture, sale and consumption of goods and services at a national level. It is applicable from July 1, 2017 on all\ntransactions of goods and services on which various indirect taxes levied by the Centre and States is submersed except goods and services\noutside the purview of Goods and Services Tax and transactions below the threshold limit. Brokerage fees paid to stockbrokers in connection\nwith the sale or purchase of shares which are listed on any recognized stock exchange in India are subject to Goods and Services Tax at\na rate of 18%. The stockbroker is responsible for collecting the Goods and Services Tax and paying it to the relevant authority. Sale\nof the securities including ADS and equity shares is outside the purview of Goods and Services Tax.\n\n**United States Federal Income Tax**\n\nThe following is a description of material U.S.\nfederal income tax consequences to the U.S. Holders described below of owning and disposing of ADSs or equity shares, but it does not\npurport to be a comprehensive description of all tax considerations that may be relevant to your decision to own ADSs or equity shares.\nThis discussion applies to you only if you are a U.S. Holder that owns ADSs or equity shares as capital assets for U.S. federal income\ntax purposes.\n\nThis discussion does not discuss all of the tax\nconsequences that may be relevant to you in light of your particular circumstances, including any minimum tax consequences, tax\nconsequences of the “Medicare contribution tax” on “net investment income” and tax consequences that may be applicable\nto you if you are a person subject to special rules, such as:\n\n·an insurance company;\n\n·a tax-exempt entity;\n\n·a dealer or an electing trader in securities who uses a mark-to-market method of tax accounting;\n\n258\n\n[Table of Contents](#a_050)\n\n·one of certain financial institutions;\n\n·a person who owns ADSs or equity shares as part of an integrated investment (including a straddle or conversion transaction);\n\n·a person whose functional currency is not the U.S. dollar;\n\n·a person who acquired or received ADSs or equity shares pursuant to the exercise of any employee stock option or otherwise as compensation;\n\n·a person holding ADSs or equity shares in connection with a trade or business conducted outside of the United States;\n\n·a person who owns, directly, indirectly or constructively, 10.0% or more of our stock, by vote or value; or\n\n·a partnership or other entity or arrangement classified as a partnership for U.S. federal income tax purposes.\n\nIf an entity or arrangement that is classified\nas a partnership for U.S. federal income tax purposes owns ADSs or equity shares, the U.S. federal income tax treatment of a partner will\ngenerally depend on the status of the partner and the activities of the partnership. Partnerships owning ADSs or equity shares and partners\nin such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing\nof ADSs or equity shares.\n\nThis discussion is based on the tax laws of the\nUnited States including the Internal Revenue Code of 1986, as amended, (the “Code”), proposed and final Treasury regulations,\nrevenue rulings, judicial decisions and the income tax treaty between the United States and India, or the “Treaty”, all as\nof the date hereof, which may change, possibly with retroactive effect.\n\nYou are a “U.S. Holder” if, for U.S.\nfederal income tax purposes, you are a beneficial owner of ADSs or equity shares and:\n\n·a citizen or individual resident of the United States;\n\n·a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state therein\nor the District of Columbia; or\n\n·an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.\n\nIn general, if you own ADSs you will be treated\nas the owner of the underlying equity shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, you will not\nrecognize gain or loss upon an exchange of ADSs for the underlying equity shares represented by those ADSs.\n\nPlease consult your tax adviser with regard to\nthe application of U.S. federal income tax laws to ADSs or equity shares in your particular circumstances, including the passive foreign\ninvestment company (“PFIC”) rules described below, as well as any tax consequences arising under the laws of any state, local\nor other taxing jurisdiction.\n\n259\n\n[Table of Contents](#a_050)\n\n**Taxation of Dividends**\n\nDistributions you receive on ADSs or equity shares,\nother than certain pro rata distributions of equity shares or rights to acquire equity shares to all holders of equity shares (including\nholders of ADSs), will generally constitute foreign-source dividend income for U.S. federal income tax purposes. Subject to the PFIC rules\ndescribed below, the amount of the dividend you will be required to include in income will be based on the U.S. dollar value of the rupees\nreceived, calculated by reference to the exchange rate in effect on the date the payment is received by the depositary (in the case of\nADSs) or by you (in the case of equity shares) regardless of whether the payment is converted into U.S. dollars on the date of receipt.\nIf the dividend is converted into U.S. dollars on the date of receipt, you should not be required to recognize foreign currency gain or\nloss in respect of the dividend income. You may have foreign currency gain or loss if the dividend is converted into U.S. dollars after\nthe date of receipt. If you realize gain or loss on a sale or other disposition of rupees, it will constitute U.S. source ordinary income\nor loss. The amount of the dividend will not be eligible for a dividends-received deduction. Subject to applicable limitations and the PFIC discussion below, if you are a non-corporate U.S. Holder, dividends paid\nto you may be taxable at the favorable rates applicable to long-term capital gains. If you are a non-corporate U.S. Holder, you should\nconsult your tax adviser to determine whether you are subject to any special rules that limit your ability to be taxed at these favorable\nrates.\n\nDividend income will include any amounts withheld\nin respect of Indian taxes and will be treated as non-U.S. source income. Indian income taxes withheld from cash dividends on the ADSs\nor equity shares generally will be creditable against a U.S. Holder’s U.S. federal income tax liability, subject to applicable limitations\nthat vary depending upon your circumstances. The rules governing foreign tax credits are complex. For example, Treasury regulations provide\nthat, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for non-U.S. income taxes to be\ncreditable the relevant non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and we have not\ndetermined whether the Indian income tax system meets these requirements. The U.S. Internal Revenue Service has released notices that\nprovide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that\na notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other\nguidance). In lieu of claiming a non-U.S. tax credit, U.S. Holders may elect to deduct non-U.S. taxes (including Indian taxes) in computing\ntheir taxable income, subject to applicable limitations. An election to deduct non-U.S. taxes instead of claiming foreign tax\ncredits applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax advisers regarding\nthe creditability or deductibility of Indian taxes in their particular circumstances.\n\n**Taxation of Capital Gains**\n\nYou will recognize gain or loss for U.S. federal\nincome tax purposes on the sale or exchange of ADSs or equity shares. The gain or loss will generally be U.S. source capital gain or loss,\nand subject to the PFIC rules discussed below will be long-term capital gain or loss if you have owned such ADSs or equity shares for\nmore than one year. You should consult your tax adviser about the treatment of capital gains, which may be taxed at lower rates than ordinary\nincome for non-corporate taxpayers, and capital losses, the deductibility of which may be limited. The amount of the gain or loss will\nequal the difference between your tax basis in the ADSs or equity shares disposed of and the amount realized on the disposition, in each\ncase as determined in U.S. dollars.\n\nUnder certain circumstances as described\nabove under “— *Indian Tax* —*Taxation on sale of ADSs or Equity Shares*,” you may be subject to\nIndian tax upon the disposition of ADSs or equity shares. Under the Code, any gain or loss on the sale or exchange of ADSs or equity\nshares will generally be U.S. source. However, although the application of the Treaty in this respect is subject to uncertainty, it\nis possible that under the\n\n260\n\n[Table of Contents](#a_050)\n\nTreaty your gains from dispositions of equity shares may be treated\nas foreign source. In that case, you may be able to claim foreign tax credit in respect of any Indian income tax on this gain if you are\neligible for Treaty benefits and elect to apply them. If you are not eligible for Treaty benefits, or if your gain from a disposition\nof equity shares is not treated as foreign source gain under the Treaty, Treasury regulations generally preclude you from claiming foreign\ntax credit with respect to any Indian income tax on such gain. However, as noted above the IRS released notices that provide relief from\ncertain of the provisions of these Treasury regulations (including the limitation described in the preceding sentence) for taxable years\nending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified\nin such notice or other guidance). Even if the Treasury regulations do not preclude you from claiming foreign tax credit with respect\nto any Indian income tax on any gain from dispositions of equity shares, other limitations may limit your ability to claim a foreign tax\ncredit with respect to such tax. It is possible that any Indian tax on disposition gains that is not credited against your U.S. federal\nincome tax liability may either be deductible or reduce the amount realized on a disposition. If the Indian tax is creditable, an election\nto deduct it instead of claiming a foreign tax credit with respect thereto applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable\nyear. The rules governing foreign tax credits and deductibility of foreign taxes are complex. You should consult your tax adviser with\nrespect to your ability to credit any Indian income taxes on dispositions against your U.S. federal income tax liability, including the\nuncertainty as to whether Indian taxes on dispositions are generally creditable under the Treaty, the requirement to report Treaty-based\nreturn positions and the creditability or deductibility of the Indian tax on disposition gains in your particular circumstances (including\nany applicable limitations).\n\nAny Indian stamp duty or securities\ntransaction tax paid on the purchase or sale of equity shares will not be creditable against your U.S. federal income tax liability.\nHowever, stamp duty or securities transaction tax may increase your tax basis in the equity shares if you are a buyer of the shares,\nor reduce the amount of gain (or increase the amount of loss) you recognize on the sale or other disposition of the shares.\n\n**Passive Foreign Investment Company Rules**\n\nIn general, a foreign corporation is a PFIC for any taxable year in which (i) 75.0% or more of its gross income consists of passive\nincome (such as dividends, interest, rents, royalties and investment gains) or (ii) 50.0% or more of the average value of its assets (generally\ndetermined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. There are certain\nexceptions for active business income, including exceptions for certain income earned by foreign active banks and insurance companies.\nBased upon certain proposed Treasury regulations (the “Active Banks Proposed Regulations”), which were proposed to be effective\nfor taxable years beginning after December 31, 1994, and under current guidance can be relied upon, we do not believe we were a PFIC for\nour taxable year that ended March 31, 2026. Because there can be no assurance that the Active Banks Proposed Regulations will be finalized\nin their current form (and the manner of their application is not entirely clear), because the rules applicable to active insurance companies\nare subject to change (including under certain proposed Treasury regulations), and because the composition of our income and assets will\nvary over time and our PFIC status for any taxable year will depend, in large part, on the extent to which our income and assets will\nbe considered active under the exceptions for active banks or insurance companies, there can be no assurance that we will not be a PFIC\nfor any taxable year.\n\nIf we were a PFIC for any taxable year during\nwhich you owned ADSs or equity shares, you may be subject to adverse tax consequences. Generally, gain recognized upon a disposition (including,\nunder certain circumstances, a pledge) of ADSs or equity shares by you would be allocated ratably over your holding period for such ADSs\nor equity shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary\nincome. The amount allocated to each\n\n261\n\n[Table of Contents](#a_050)\n\nother taxable year would be subject to tax at the highest rate in effect\nfor that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable\nto the allocated amounts. Further, to the extent that distributions received by you on your ADSs or equity shares during a taxable year\nexceed 125% of the average of the annual distributions on such ADSs or equity shares received during the preceding three taxable years\nor your holding period, whichever is shorter, the excess distributions would be subject to taxation in the same manner as gain, as described\nabove in this paragraph.\n\nIf we were a PFIC for any taxable year\nduring which you owned ADSs or equity shares, we generally would continue to be treated as a PFIC with respect to such ADSs or\nequity shares for all succeeding taxable years during which you owned the ADSs or equity shares, even if we ceased to meet the\nthreshold requirements for PFIC status unless we ceased to be a PFIC and a “deemed sale” election were made.\n\nAlternatively, if we were a PFIC and if ADSs or\nequity shares were “regularly traded” on a “qualified exchange,” you could make a mark-to-market election that\nwould result in tax treatment different from the general tax treatment for PFICs described above. ADSs or equity shares would be treated\nas “regularly traded” in any calendar year in which more than a de minimis quantity of ADSs or equity shares, as the case\nmay be, were traded on a qualified exchange on at least 15 days during each calendar quarter. The New York Stock Exchange, on which our\nADSs are listed, is a qualified exchange for this purpose. A foreign exchange is a “qualified exchange” if it is regulated\nby a governmental authority in the jurisdiction in which the exchange is located and with respect to which certain other requirements\nare met.\n\nIf you make the mark-to-market election (assuming\nthe election is available), for any taxable year in which we are a PFIC you generally will recognize as ordinary income any excess of the fair market value of ADSs or equity shares\nat the end of the taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted\ntax basis of ADSs or equity shares over their fair market value at the end of the taxable year (but only to the extent of the net amount\nof income previously included as a result of the mark-to-market election). If you make the election, your tax basis in ADSs or equity\nshares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of ADSs or equity\nshares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the\nextent of the net amount of income previously included as a result of the mark-to-market election) and any excess loss will be a capital\nloss.\n\nIn addition, if we were a PFIC or, with respect\nto you, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the favorable tax rates\nwith respect to dividends paid to certain non-corporate U.S. Holders, described above under “—*United States Federal Income\nTax* —*Taxation of Dividends”* would not apply.\n\nIf we are a PFIC for any taxable year during which\nyou owned our ADSs or equity shares, you will generally be required to file IRS Form 8621 with your annual U.S. federal income tax returns,\nsubject to certain exceptions.\n\nYou should consult your tax adviser regarding\nwhether we are or were a PFIC and the potential application of the PFIC rules.\n\n**Information Reporting and Backup Withholding**\n\nPayments of dividends and sales proceeds that\nare made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting\nand to backup withholding, unless (i) you are an exempt recipient and if required, you establish your exempt status, or (ii) in the case of backup withholding, you provide a correct taxpayer\nidentification number and certify that no loss of exemption from backup withholding\n\n262\n\n[Table of Contents](#a_050)\n\nhas occurred. The amount of any backup withholding from a payment to\nyou will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required\ninformation is timely furnished to the Internal Revenue Service.\n\n263\n\n[Table of Contents](#a_050)\n\n**PRESENTATION OF FINANCIAL INFORMATION**\n\nPursuant to the issuance and listing of our securities\nin the United States under registration statements filed with the United States Securities Exchange Commission, we file annual reports\non this Form 20-F, which must include financial statements prepared under generally accepted accounting principles in the United States\n(U.S. GAAP) or financial statements prepared according to a comprehensive body of accounting principles with a reconciliation of net income\nand stockholders’ equity to U.S. GAAP. Indian GAAP constitutes a comprehensive body of accounting principles and since fiscal 2006,\nwe have included in the annual report consolidated financial statements prepared according to Indian GAAP, which varies in certain respects\nfrom U.S. GAAP. For a reconciliation of net income and stockholders’ equity to U.S. GAAP, a description of significant differences\nbetween Indian GAAP and U.S. GAAP and certain additional information required under U.S. GAAP, see notes 21 and 22 to our consolidated\nfinancial statements herein.\n\nThe data for fiscal 2024 through fiscal 2026 have\nbeen derived from our consolidated financial statements. The accounting and reporting policies used in the preparation of our financial\nstatements reflect general industry practices and conform with Indian GAAP including the Accounting Standards (“AS”) issued\nby Institute of Chartered Accountants of India, guidelines issued by the Reserve Bank of India, the SEBI and the Insurance Regulatory\nand Development Authority as applicable to relevant companies. In the case of foreign subsidiaries, Generally Accepted Accounting Principles\nas applicable to the respective subsidiaries are followed.\n\nCertain subsidiaries of the Bank, namely ICICI\nSecurities Limited, ICICI Securities Primary Dealership Limited, ICICI Prudential Asset Management Company Limited and ICICI Home Finance\nLimited have adopted Ind AS, a revised set of accounting standards issued by The Institute of Chartered Accountants of India (which largely\nconverges the Indian accounting standards with International Financial Reporting Standards). However, for preparation of consolidated\nfinancial statements, these subsidiaries prepare financial statements as per Indian GAAP in accordance with accounting policies aligned\nwith the Bank. All the numbers reported/considered in this document for these subsidiaries are based on current Indian GAAP.\n\nUnder U.S. GAAP, the consolidation of ICICI’s\nmajority ownership interest in ICICI Prudential Life Insurance Company Limited is accounted for by the equity method, because of substantive\nparticipative rights retained by the minority shareholders. Under Indian GAAP, ICICI Prudential Life Insurance Company Limited is consolidated\non a line-by-line basis.\n\nDuring fiscal 2024, the Board of Directors of\nthe Bank approved the increase of the shareholding in ICICI Lombard General Insurance Company Limited (“ICICI General”) in\nmultiple tranches up to 4.0%, making ICICI General a subsidiary of the Bank. Following the receipt of the necessary regulatory\n\n264\n\n[Table of Contents](#a_050)\n\napproval(s), the Bank through a stock exchange mechanism acquired an\nadditional stake in ICICI General in multiple tranches, resulting in an increase in shareholding of more than 50.0%. Consequently, ICICI\nGeneral ceased to be an associate and became a subsidiary of the Bank effective February 29, 2024 in consolidated financial statements\nunder Indian GAAP as well as under U.S. GAAP.\n\nI-Process Services (India) Limited ceased to be\nan associate and became a wholly-owned subsidiary of the Bank effective March 22, 2024 in consolidated financial statements under Indian\nGAAP as well as under U.S. GAAP.\n\nDuring fiscal 2024, the Board of Directors of\nthe Bank approved the draft scheme of arrangement for delisting of equity shares of ICICI Securities Limited (the “Delisting Scheme”).\nAs per the Delisting Scheme, ICICI Securities Limited was delisted from stock exchanges on March 24, 2025 and became a wholly-owned subsidiary\nof the Bank in consolidated financial statements under Indian GAAP as well as under U.S. GAAP.\n\nDuring fiscal 2026, the Bank executed a share\npurchase agreement with ICICI Prudential Life Insurance Company Limited. Consequently, on January 12, 2026, the Bank holds 100.0% shareholding\nin ICICI Pension Fund Management Limited and it became a wholly-owned subsidiary of the Bank.\n\nDuring fiscal 2026, ICICI Strategic Investments\nFund redeemed all its unit capital. Consequently, it ceased to be consolidated as per Accounting Standard 21 effective March 25, 2026.\nAlthough we have translated in this annual report certain rupee amounts into dollars for convenience, this does not mean that the rupee\namounts referred to could have been, or could be, converted into dollars at any particular rate, the rates stated earlier in this annual\nreport, or at all. Except in the section on “Market Price Information”, all translations from rupees to U.S. dollars are based\non the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2026.\n\n265\n\n[Table of Contents](#a_050)\n\n**ADDITIONAL INFORMATION**\n\n**Memorandum and Articles of Association**\n\n**Objects and Purposes**\n\nPursuant to Clause III.A.1 of ICICI Bank’s\nMemorandum of Association, ICICI Bank’s main objective is to, among other things, carry on the business of banking in any part of\nIndia or outside India.\n\n**Provisions Relating to Directors**\n\nCertain provisions of our Articles of Association\nrelating to directors are set forth as follows:\n\n·Article 128 of the Articles of Association provides that no director shall be required to hold any qualification shares of the Company.\n\n·Article 135 of the Articles of Association provides that no director of ICICI Bank shall, as a director, take any part in the discussion\nof or vote on any contract or arrangement if such director is directly or indirectly concerned or interested in such contract or arrangement.\n\n·Article 137 of the Articles of Association provides that at every Annual General Meeting of the Company, one third of such Directors\nfor the time being as are liable to retire by rotation or if their number is neither three nor a multiple of three, then the number nearest\nto one-third, shall retire from office. The Debenture Directors, the Government Directors and the other non-rotational Directors shall\nnot be subject to retirement under the Articles of Association.\n\n·Article 138 of the Articles of Association provides that the directors to retire by rotation at every Annual General Meeting shall\nbe those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those\nwho are to retire shall (unless they otherwise agree among themselves) be determined by lot. There is no provision under the Articles\nof Association requiring the mandatory retirement of directors at a specified age. Pursuant to the Reserve Bank of India guidelines, a\nperson is eligible for appointment as non-executive director, if he or she is between 35 and 75 years of age. After attaining the age\nof 75 years, no person can continue in this position. Further, pursuant to the Reserve Bank of India guidelines, no person can continue\nas Managing Director and Chief Executive Officer or Whole-time Director beyond the age of 70 years. Within the overall limit of 70 years,\nindividual Bank's Boards are free to prescribe a lower retirement age for the Whole-time Directors, including the Managing Director and\nChief Executive Officer.\n\nDirectors have no powers to vote in absence of\na quorum.\n\n·Article 79 of the Articles of Association provides that the directors may by a resolution passed at a meeting of the Board, borrow\nmoneys and raise and secure the payment of amounts in a manner and upon such terms and conditions in all respects as they think fit and\nin particular by the issue of bonds, redeemable debentures or debenture stock, or any mortgage or charge or other security on the undertaking\nor the whole or any part of the property of ICICI Bank (both present and future) including our uncalled capital.\n\n266\n\n[Table of Contents](#a_050)\n\n**Amendment to Rights of Holders of Equity Shares**\n\nAny change to the existing rights of the equity\nholders can be made only by amending the Articles of Association which would require a special resolution of the shareholders, passed\nby not less than three times the number of votes cast against the resolution.\n\n**General Meetings of Shareholders**\n\nWe are required to convene our annual general\nmeeting within a period of five months from the date of closing of the financial year. The Board may convene an extraordinary general\nmeeting when necessary or at the request of a shareholder or shareholders holding at least 10% of our paid-up capital carrying voting\nrights. A general meeting of a company may be called by giving not less than clear 21 days’\nnotice in the manner prescribed under the applicable laws/regulations.\n\n**Change in Control Provisions**\n\nArticle 56 of the Articles of Association provides\nthat the Board of Directors may at its discretion decline to register or acknowledge any transfer of any securities in respect of securities\nupon which we have a lien or while any money in respect of the securities desired to be transferred on any of them remain unpaid. Moreover,\nthe Board of Directors may refuse to register the transfer of, or the transmission by operation of law of the right to or interest in\nthe any securities if the total nominal value of any securities intended to be transferred by any person would, together with the total\nnominal value of any securities held in ICICI Bank, exceed 1% of the paid-up equity share capital of ICICI Bank or if the Board of Directors\nis satisfied that as a result of such transfer, it would result in the change in the Board of Directors or change in the controlling interest\nof ICICI Bank and that such change would be prejudicial to the interests of ICICI Bank. However, under the Indian Companies Act, the enforceability\nof such transfer restrictions is unclear.\n\n**Documents on Display**\n\nThe documents concerning us which are referred\nto herein may be inspected at the SEC. You may read and copy any document filed or furnished by us at the SEC’s public reference\nrooms in Washington D.C., New York and Chicago, Illinois or obtain them by mail upon payment of prescribed rates. Please call the SEC\nat 1-800-SEC-0330 for further information. The SEC also maintains a website at www.sec.gov, which contains, in electronic form, each of\nthe reports and other information that we have filed electronically with the SEC. Information about ICICI Bank is also available on the\nweb at www.icici.bank.in.\n\n**Annual Report to Security Holders**\n\nWe intend to submit annual report provided to security\nholders in electronic format as an exhibit to a current report on Form 6-K.\n\n267\n\n[Table of Contents](#a_050)\n\n**EXHIBIT INDEX**\n\n**Exhibit No.**\n**Description\nof Document**\n\n[1.1](http://www.sec.gov/Archives/edgar/data/1103838/000095010320014829/dp130917_ex0101.htm)\n[ICICI\nBank Memorandum of Association, as amended (incorporated herein by reference to Exhibit 1.1 to ICICI Bank’s Annual Report on\nForm 20-F for the year ended March 31, 2020 filed on July 31, 2020).](https://www.sec.gov/Archives/edgar/data/1103838/000095010320014829/dp130917_ex0101.htm)\n\n[1.2](http://www.sec.gov/Archives/edgar/data/1103838/000095010320014829/dp130917_ex0101.htm)\n[ICICI\nBank Articles of Association, as amended (incorporated herein by reference to Exhibit 1.2 to ICICI Bank’s Annual Report on\nForm 20-F for the year ended March 31, 2020 filed on July 31, 2020).](https://www.sec.gov/Archives/edgar/data/1103838/000095010320014829/dp130917_ex0101.htm)\n\n2.1\nDeposit\nAgreement among ICICI Bank, Deutsche Bank and the holders from time to time of American Depositary Receipts issued thereunder (including\nas an exhibit, the form of American Depositary Receipt) (incorporated herein by reference to ICICI Bank’s Registration Statement\non Form F-1 (File No. 333-30132)*).\n\n[2.2](http://www.sec.gov/Archives/edgar/data/1103838/000095010302000967/sep3002_ex0202.txt)\n[Letter\nAgreements dated February 19, 2002 and April 1, 2002 (incorporated herein by reference to Exhibit 2.2 to ICICI Bank’s Annual\nReport on Form 20-F for the year ended March 31, 2002 filed on September 30, 2002), Letter Agreement dated March 8, 2005 (incorporated\nby reference to Exhibit 4.3 to ICICI Bank’s Registration Statement on Form F-3 (File No. 333-121664)) and Letter Agreement\ndated November 4, 2011 (incorporated by reference to Exhibit 2.3 to ICICI Bank’s Annual Report on Form 20-F for the year ended\nMarch 31, 2012 filed on July 31, 2012) amending and supplementing the Deposit Agreement.](https://www.sec.gov/Archives/edgar/data/1103838/000095010302000967/sep3002_ex0202.txt)\n\n[2.3](http://www.sec.gov/Archives/edgar/data/1103838/000095010316015217/dp66204_ex0203.htm)\n[Letter\nAgreement dated June 2, 2016, supplementing the Letter Agreement dated November 4, 2011 (incorporated by reference to Exhibit 2.3\nto ICICI Bank’s Annual Report on Form 20-F for the year ended March 31, 2016 filed on August 1, 2016).](https://www.sec.gov/Archives/edgar/data/1103838/000095010316015217/dp66204_ex0203.htm)\n\n[2.4](http://www.sec.gov/Archives/edgar/data/1103838/000095010318009134/dp92171_ex0204.htm)\n[Letter\nAgreement dated October 31, 2017, amending and supplementing the Letter Agreement dated November 4, 2011 (incorporated herein by\nreference to Exhibit 2.4 to ICICI Bank’s Annual Report on Form 20-F for the year ended March 31, 2018 filed on July 31, 2018).](https://www.sec.gov/Archives/edgar/data/1103838/000095010318009134/dp92171_ex0204.htm)\n\n[2.5](http://www.sec.gov/Archives/edgar/data/1103838/000095012724000029/deposit_agreement_amendment.htm)\n[Amendment\nNo.1 to the Deposit Agreement originally dated March 31, 2020 and as amended and supplemented from time to time (incorporated herein\nby reference to Exhibit a(ii) to ICICI Bank's Registration Statement on Form F-6 filed on July 1, 2024).](https://www.sec.gov/Archives/edgar/data/1103838/000095012724000029/deposit_agreement_amendment.htm)\n\n[2.6](http://www.sec.gov/Archives/edgar/data/1103838/000095012725000136/a_iii_form_of_amendtment.htm)\n[Amendment No.2 to the Deposit Agreement originally dated March 31, 2020 and as amended and supplemented from time to time (incorporated herein by reference to Exhibit(a)(iii) to ICICI Bank’s Registration Statement on Form F-6 filed on December 19, 2025).](https://www.sec.gov/Archives/edgar/data/1103838/000095012725000136/a_iii_form_of_amendtment.htm)\n\n[2.7](http://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0206.htm)\n[ICICI\nBank’s Share Certificate Specimen.](https://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0206.htm)\n\n[2.8](dp249803_ex0208.htm)\n[Description\nof Securities Registered under Section 12 of the Exchange Act.](dp249803_ex0208.htm)\n\n[4.1](http://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0401.htm)\n[ICICI Bank Employees Stock Option Scheme - 2000, as amended (incorporated herein by reference to Exhibit 4.1 to ICICI Bank’s Annual Report on Form 20-F for the year ended March 31, 2019 filed on July 31, 2019).](https://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0401.htm)\n\n[4.2](http://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0402.htm)\n[ICICI\nBank Employees Stock Unit Scheme – 2022.](https://www.sec.gov/Archives/edgar/data/1103838/000095010325009269/dp231278_ex0402.htm)\n\n[8.1](#a_032)\n[List of Subsidiaries (included under “Business–Subsidiaries, Associates and Joint Ventures” herein).](#a_032)\n\n[11.1](dp249803_ex1101.htm)\n[Code\nof Business Conduct and Ethics, as amended.](dp249803_ex1101.htm)\n\n[11.2](dp249803_ex1102.htm)\n[ICICI\nBank Code on Prohibition of Insider Trading.](dp249803_ex1102.htm)\n\n[12.1](dp249803_ex1201.htm)\n[Certification\nof the Managing Director and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.](dp249803_ex1201.htm)\n\n[12.2](dp249803_ex1202.htm)\n[Certification\nof the Group Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.](dp249803_ex1202.htm)\n\n[13.1](dp249803_ex1301.htm)\n[Certification\nof periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.](dp249803_ex1301.htm)\n\n[97.1](dp249803_ex9701.htm)\n[ICICI\nBank Compensation Policy](dp249803_ex9701.htm)\n\n268\n\n[Table of Contents](#a_050)\n\n**SIGNATURES**\n\nThe registrant hereby certifies that it meets\nall of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report\non our behalf.\n\nFor ICICI BANK LIMITED\n\nBy:\n/s/ Anindya Banerjee\n\nName: Anindya Banerjee\n\nTitle: Group Chief Financial Officer\n\nPlace: Mumbai\n\nDate: July 20, 2026\n\n269\n\n[Table of Contents](#a_050)\n\n**ICICI\nBank Limited and subsidiaries**\n\nConsolidated Financial Statements\n\nFor the year ended March 31, 2026\n\nand March 31, 2025 together\n\nwith Auditors’ Reports\n\n[Table of Contents](#a_050)\n\n**Index to Consolidated Financial Statements**\n\nContents\nPage\n\n[Report of Independent Registered Public Accounting Firm](#f_001)\n[F-2](#f_001)\n\n[Consolidated balance sheet](#f_002)\n[F-9](#f_002)\n\n[Consolidated profit and loss account](#f_003)\n[F-10](#f_003)\n\n[Consolidated cash flow statement](#f_004)\n[F-11](#f_004)\n\n[Schedules to the consolidated financial statements](#f_005)\n[F-13](#f_005)\n\n[Table of Contents](#a_050)\n\nReport of Independent Registered Public Accounting\nFirm\n\n**To the Stockholders and Board of Directors**\n\n** **\n\n**ICICI Bank Limited:**\n\n**Opinion on the Consolidated Financial Statements**\n\nWe have audited the accompanying consolidated\nbalance sheets of ICICI Bank Limited and subsidiaries (the Company) as of March 31, 2026 and 2025, the related consolidated profit and\nloss accounts and consolidated cash flow statements for each of the years in the three-year period ended March 31, 2026, and the related\nnotes and financial statement schedules 1 to 18B (collectively, the consolidated financial statements). In our opinion, the consolidated\nfinancial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and\nthe results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2026, in conformity\nwith generally accepted accounting principles in India.\n\nWe also have audited, in accordance with the standards\nof the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting\nas of March 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of\nSponsoring Organizations of the Treadway Commission, and our report dated July 20, 2026 expressed an unqualified opinion on the effectiveness\nof the Company’s internal control over financial reporting.\n\n**Differences from U.S. Generally Accepted\nAccounting Principles**\n\nAccounting principles generally accepted in India\nvary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effect\nof such differences is presented in Note 21 of Schedule 18B to the consolidated financial statements.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the\nresponsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements\nbased on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the\nCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\nWe conducted our audits in accordance with\nthe standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether\nthe consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included\nperforming procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting\nprinciples used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated\nfinancial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nF-2\n\n[Table of Contents](#a_050)\n\n**Critical Audit Matters**\n\nThe critical audit matters communicated below\nare matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated\nto the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements; and\n(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter\nin any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n**Allowance for Credit Losses**\n\nAs discussed in Note 7 of Schedule 18B to the\nconsolidated financial statements, the Company’s allowance for credit losses under generally accepted accounting principles in India\n(Indian GAAP) was Rs. 173,963.3 million as at March 31, 2026 (the March 31, 2026 Indian GAAP ACL). As discussed in Note 21 of Schedule\n18B to the consolidated financial statements, the Company’s allowance for credit losses included in the reconciliation of stockholders’\nequity from Indian GAAP to U.S. GAAP as of March 31, 2026 was Rs. (20,191.7) million which included allowance for credit losses on loans\nevaluated on a collective basis (the March 31, 2026 collective ACL) and allowance for credit losses on loans evaluated on an individual\nbasis (the March 31, 2026 individual ACL). The March 31, 2026, Indian GAAP ACL, the March 31, 2026, collective ACL and the March 31, 2026,\nindividual ACL are collectively referred to hereinafter as ‘total ACL’.\n\nThe March 31, 2026, collective ACL includes the\nmeasure of expected credit losses on a collective (pooled) basis for those loans that share similar risk characteristics. The Company\nestimated the March 31, 2026, collective ACL using a current expected credit losses methodology which is based on relevant information\nabout historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances.\nThe quantitative calculation of expected credit losses is the product of multiplying the Company’s estimates of probability of default\n(PD), loss given default (LGD), and individual loan level exposure at default (EAD). For the quantitative calculation, the Company uses\nmodels to develop the PD and LGD, which are derived from internal historical default and loss experience, that incorporate the relevant\nmacro-economic scenario over reasonable and supportable forecast period. Further, the probability of default for subsequent periods reverts\nto the long run historical information. All such periods are established for each portfolio segment. The Company estimates the EAD using\na model which estimates prepayments over the life of the loans. In order to capture the unique risks of the loan portfolio within the\nPD, LGD, and EAD models, the Company segments the portfolio into pools, incorporating certain criteria including, but not limited to customer\ntype, risk rating and delinquency status for commercial loans and product type, delinquency status, credit scores and months on book for\nnon-commercial loans. The Company has developed internal models to assign credit risk ratings to borrowers, which are used for the segmentation\nof commercial loans. The model output for the collective ACL is adjusted by increasing the probability of default estimates to take into\nconsideration model imprecision not yet reflected in the calculation. Judgment is applied in making this adjustment, including taking\ninto account uncertainties associated with the economic conditions, product or portfolio, as well as other relevant internal and external\nfactors affecting the credit quality of the portfolio.\n\nWe identified the assessment of collective ACL\nas a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor\njudgment was involved in the assessment of collective ACL due to significant measurement uncertainty. The assessment as of the March 31,\n2026, of collective ACL encompassed the evaluation of the collective ACL methodology, including the methods and models used to estimate\nthe PD and LGD and their significant assumptions. Such significant assumptions included portfolio segmentation, expected recoveries, the\nrelevant macro-\n\nF-3\n\n[Table of Contents](#a_050)\n\neconomic scenario, the reasonable and supportable\nforecast periods, the historical observation period, and credit risk ratings for commercial loans .\n\nThe assessment also included the evaluation of\nthe qualitative factors and their significant assumptions, including selection of relevant macroeconomic variables and consideration of\nuncertain global economic conditions such as elevated geopolitical risks along with the attendant volatility in oil and commodity prices,\nexpected uneven distribution of monsoon in India due to the effect of El Nino, geo-economic fragmentation, moderation expected in global\nas well as Indian growth, rising inflationary pressures, moderation in information technology (IT) services growth and artificial intelligence\n(AI) developments. The assessment also included an evaluation of the conceptual soundness and performance of the PD, LGD and commercial\nloan credit risk rating models.\n\nThe following are the primary procedures we performed\nto address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related\nto Company’s measurement of the collective ACL estimates, including controls over the:\n\n-review of the collective ACL methodology\n\n-review of the PD, LGD and commercial loan credit risk rating.\n\n-identification and determination of the significant assumptions used in the PD, LGD, commercial loan credit\nrisk rating models\n\n-determination of the key assumptions and inputs used to estimate the quantitative and qualitative calculation\nof the collective ACL, including selection of relevant macroeconomic variables and consideration of uncertain global economic conditions\nsuch as elevated geopolitical risks along with the attendant volatility in oil and commodity prices, expected uneven distribution of monsoon\nin India due to the effect of El Nino, geo-economic fragmentation, moderation expected in global as well as Indian growth, rising inflationary\npressures, moderation in IT services growth and AI developments\n\n-validation of the PD, LGD and commercial loan credit risk rating model for the collective ACL\n\nWe evaluated the Company’s development of\nthe collective ACL estimates by testing certain sources of data, factors, and assumptions that the Company used and considered the relevance\nand reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and\nknowledge, who assisted in:\n\n-evaluating the collective ACL methodology for compliance with U.S. generally accepted accounting principles\n\n-evaluating judgments made by the Company relative to the development and performance monitoring testing\nof the PD and LGD models by comparing them to relevant Company specific metrics and trends and the applicable industry and regulatory\npractices\n\n-assessing the conceptual soundness and performance testing of the PD, LGD and commercial loan credit risk\nrating models by inspecting the model documentation to determine whether the models are suitable for their intended use\n\n-evaluating the methodology used to develop and incorporate the relevant macro-economic scenario over the\nreasonable and supportable forecast periods and underlying assumptions by comparing it to the Company’s business environment and\nrelevant industry practices\n\n-assessing the macro-economic variables through benchmarking to publicly available forecasts, where available\n\n-evaluating the length of the historical observation period and reasonable and supportable forecast periods\nto evaluate the length of each period by comparing them to specific portfolio risk characteristics and trends\n\nF-4\n\n[Table of Contents](#a_050)\n\n-determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the\nCompany’s business environment and relevant industry practices\n\n-testing the methodology used for estimation of individual credit risk ratings for commercial loans by\nperforming quantitative validation of credit rating models used to assign the credit risk ratings.\n\n-evaluating the methodology used to develop the qualitative factors, including consideration of uncertain\nglobal economic conditions such as elevated geopolitical risks along with the attendant volatility in oil and commodity prices, expected\nuneven distribution of monsoon in India due to the effect of El Nino, geo-economic fragmentation, moderation expected in global as well\nas Indian growth, rising inflationary pressures, moderation in IT services growth and AI developments and the effect of those factors\non the collective ACL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the\nunderlying quantitative calculations.\n\n**Liabilities in respect to life insurance\npolicies**\n\nAs given in the consolidated financial statements,\nliabilities for life insurance non-linked policies in force of Rs. 1,415,509.5 million is included in the Policyholders’ funds Rs.\n2,964,990.7 million.\n\nThe liabilities in respect of life insurance non-linked\npolicies in force under Indian GAAP are estimated in accordance with accepted actuarial practice, requirements of Insurance Act, 1938,\nas amended from time to time, regulations notified by the Insurance Regulatory and Development Authority of India (IRDAI) and relevant\nGuidance Notes / Actuarial Practice Standards of the Institute of Actuaries of India. The actuarial liability for both participating and\nnon-participating non-linked policies is primarily calculated by the Company using the gross premium valuation (GPV) method. This method\nincorporates assumptions for interest rates, mortality, morbidity, persistency and expenses. These assumptions are updated as of the valuation\ndate and represent prudent estimates, including margins to accommodate potential adverse deviations.\n\nWe identified the assessment of liabilities for\nlife insurance non-linked policies in force under Indian GAAP to be a critical audit matter since it involves a high degree of audit effort,\nincluding subjective and complex auditor judgment in evaluating management’s estimate, and use of actuarial professionals with specialized\nskill and knowledge to assist in performing procedures and evaluating the estimate of such liabilities. Specifically, there is significant\njudgement in determination of assumptions for life insurance non-linked policies in force under Indian GAAP.\n\nThe following are the primary procedures we performed\nto address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related\nto Company’s measurement of liabilities for life insurance policies in force under Indian GAAP including controls over the valuation\nprocess and underlying data which included assessment and approval of the methods and assumptions adopted over such measurements as well\nas appropriate access and change management controls over the actuarial models. We involved actuarial professionals with specialized skills\nand knowledge who assisted in:\n\n-assessing the methodology for selecting assumptions by comparing the methodology used against industry\nstandard actuarial practice,\n\n-assessing the methodology for calculating the liabilities by reference to the requirements of the industry\nstandard actuarial practice and assessing the impact of current year changes in methodology on the calculation of policyholder liabilities,\n\nF-5\n\n[Table of Contents](#a_050)\n\n-evaluating the analysis of the movements in liabilities during the year, including consideration of whether\nthe movements were in line with the methodology and assumptions adopted,\n\n-evaluating judgments applied by management in setting assumptions, and\n\n-independently re-calculating the liabilities for a selection of individual policies for select products\nto assess whether the selected model calibration had been appropriately implemented.\n\nWe have served as the Company’s auditor\nsince 1999.\n\n/s/ KPMG Assurance and Consulting Services LLP\n\n**Mumbai, Maharashtra, India\nJuly 20, 2026**\n\nF-6\n\n[Table of Contents](#a_050)\n\nReport of Independent Registered Public Accounting\nFirm\n\nTo the Stockholders and Board of Directors\n\nICICI Bank Limited:\n\n**Opinion on Internal Control Over Financial\nReporting**\n\nWe have audited ICICI Bank Limited and subsidiaries’\n(the Company) internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control –\nIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company\nmaintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established\nin Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\nWe also have audited, in accordance with the standards\nof the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31,\n2026 and 2025, the related consolidated profit and loss accounts and consolidated cash flow statements for each of the years in the three-year\nperiod ended March 31, 2026, and the related notes and financial statement schedules 1 to 18B (collectively, the consolidated financial\nstatements), and our report dated July 20, 2026 expressed an unqualified opinion on those consolidated financial statements.\n\n**Basis for Opinion**\n\nThe Company’s management is responsible\nfor maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over\nfinancial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility\nis to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting\nfirm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with\nthe standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether\neffective internal control over financial reporting was maintained in all material respects. Our audit of internal control over\nfinancial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a\nmaterial weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the\nassessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe\nthat our audit provides a reasonable basis for our opinion.\n\n**Definition and Limitations of Internal Control Over Financial\nReporting**\n\nA company’s internal control over financial\nreporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of\nfinancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control\nover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable\ndetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance\nthat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting\nprinciples, and that receipts and expenditures of the company are being made only\n\nF-7\n\n[Table of Contents](#a_050)\n\nin accordance with authorizations of management\nand directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,\nuse, or disposition of the company’s assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal\ncontrol over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future\nperiods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance\nwith the policies or procedures may deteriorate.\n\n/s/ KPMG Assurance and Consulting Services LLP\n\n**Mumbai, Maharashtra, India\nJuly 20, 2026**\n\nF-8\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Consolidated Balance Sheet**\n\n(Rs. in thousands)\n\nAt\n\nSchedule\n\n**March 31,**\n\n**2026**\n\n**March 31,**\n\n**2025**\n\nCAPITAL AND LIABILITIES\n\nCapital\n1\n14,322,344\n14,245,974\n\nEmployees stock options/units outstanding\n1A\n26,820,675\n20,698,433\n\nReserves and surplus\n2\n3,589,461,138\n3,104,114,654\n\nMinority interest\n2A\n165,109,619\n148,367,361\n\nDeposits\n3\n18,300,201,210\n16,416,374,040\n\nBorrowings\n4\n2,202,642,771\n2,188,834,453\n\nPolicyholders’ funds\n\n2,964,990,702\n2,943,055,571\n\nOther liabilities and provisions\n5\n1,881,431,261\n1,586,723,648\n\nTOTAL CAPITAL AND LIABILITIES\n\n29,144,979,720\n26,422,414,134\n\nASSETS\n\nCash and balances with Reserve Bank of India\n6\n1,212,371,937\n1,202,409,132\n\nBalances with banks and money at call and short notice\n7\n1,437,435,296\n937,825,505\n\nInvestments\n8\n8,707,198,823\n8,863,768,108\n\nAdvances\n9\n16,446,579,678\n14,206,637,124\n\nFixed assets\n10\n174,203,410\n158,124,234\n\nOther assets\n11\n1,061,690,036\n969,055,719\n\nGoodwill on consolidation\n\n105,500,540\n84,594,312\n\nTOTAL ASSETS\n\n29,144,979,720\n26,422,414,134\n\nContingent liabilities\n12\n63,867,022,339\n78,850,007,864\n\nBills for collection\n\n1,594,079,092\n1,313,614,604\n\nSignificant accounting policies and notes to accounts\n*17 & 18*\n\nThe Schedules referred to above form an integral\npart of the Consolidated Balance Sheet.\n\nF-9\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Consolidated Profit and Loss Account**\n\n(Rs. in thousands, except per share data)\n\nYear ended\n\nSchedule\n\n**March 31, **\n\n**2026 **\n\n**March 31, **\n\n**2025 **\n\n**March 31, **\n\n**2024 **\n\nI. INCOME\n\nInterest earned\n13\n1,952,184,591\n1,863,314,641\n1,595,159,252\n\nOther income\n14\n1,168,999,002\n1,082,554,702\n765,218,020\n\nTOTAL INCOME\n\n3,121,183,593\n2,945,869,343\n2,360,377,272\n\nII. EXPENDITURE\n\nInterest expended\n15\n890,285,812\n890,276,529\n741,081,627\n\nOperating expenses\n16\n1,403,936,173\n1,277,999,771\n977,827,922\n\nProvisions and contingencies (refer note 18.6)\n\n250,227,667\n233,405,909\n191,400,276\n\nTOTAL EXPENDITURE\n\n2,544,449,652\n2,401,682,209\n1,910,309,825\n\nIII. PROFIT/(LOSS)\n\nNet profit for the year (before share in profit of associates and minority interest)\n\n576,733,941\n544,187,134\n450,067,447\n\nAdd: Share of profit in associates\n\n2,628,566\n1,506,622\n10,737,680\n\nNet profit for the year before deducting minority interest\n\n579,362,507\n545,693,756\n460,805,127\n\nLess: Minority interest\n\n37,285,479\n35,401,801\n18,241,392\n\nConsolidated profit/(loss) for the year attributable to the Group\n\n542,077,028\n510,291,955\n442,563,735\n\nBrought forward consolidated profit attributable to the Group\n\n1,183,850,670\n898,257,800\n656,386,769\n\nTOTAL PROFIT/(LOSS)\n\n1,725,927,698\n1,408,549,755\n1,098,950,504\n\nIV. APPROPRIATIONS/TRANSFERS\n\nTransfer to Statutory Reserve\n\n125,367,000\n118,068,000\n102,221,000\n\nTransfer to Capital Reserve\n\n3,036,999\n68,700\n332,500\n\nTransfer to/(from) Investment Fluctuation Reserve\n\n..\n2,586,100\n9,927,900\n\nTransfer to Special Reserve\n\n34,725,000\n32,490,000\n31,353,000\n\nTransfer to/(from) Revenue and Other Reserves\n\n1,382,560\n1,073,620\n872,340\n\nDividend paid during the year\n\n78,531,534\n70,412,665\n55,985,964\n\nBalance carried over to balance sheet\n\n1,482,884,605\n1,183,850,670\n898,257,800\n\nTOTAL\n\n1,725,927,698\n1,408,549,755\n1,098,950,504\n\nSignificant accounting policies and notes to accounts\n*17 & 18*\n\nEarnings per share (refer note 18.1)\n\nBasic (Rs.)\n\n75.89\n72.41\n63.19\n\nDiluted (Rs.)\n\n74.77\n71.14\n61.96\n\nFace value per share (Rs.)\n\n2.00\n2.00\n2.00\n\nThe Schedules referred to above form an integral\npart of the Consolidated Profit and Loss Account.\n\nF-10\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Consolidated Cash Flow Statement**\n\n(Rs. in thousands)\n\n**Year ended**\n\nMarch 31,\n2026\nMarch 31,\n2025\nMarch 31,\n2024\n\nCash flow from/(used in) operating activities\n\nProfit/(loss) before taxes\n735,916,383\n694,640,235\n596,839,961\n\nAdjustments for:\n\nDepreciation and amortisation\n31,226,502\n26,903,750\n19,958,856\n\nNet (appreciation)/depreciation on investments\n2,903,439\n(1,023,190)\n16,172,037\n\nSpecific provision for non-performing loans, restructured and standard loans\n62,768,188\n41,272,474\n9,635,716\n\nGeneral provision for standard assets\n8,355,345\n7,011,427\n11,658,491\n\nProvision for contingencies & others\n(8,675,607)\n(7,227,370)\n8,780,202\n\n(Profit)/loss on sale of fixed assets and other assets\n(2,886,200)\n(439,077)\n(144,093)\n\nEmployees stock options/units expense\n9,687,013\n7,901,495\n7,029,081\n\n(i)\n839,295,063\n769,039,744\n669,930,251\n\nAdjustments for:\n\n(Increase)/decrease in investments\n60,753,099\n75,014,144\n167,355,354\n\n(Increase)/decrease in advances\n(2,302,710,742)\n(1,640,197,486)\n(1,782,646,848)\n\nIncrease/(decrease) in deposits\n1,883,800,653\n1,980,574,515\n2,329,930,107\n\n(Increase)/decrease in other assets\n(134,938,285)\n(5,176,415)\n18,818,794\n\nIncrease/(decrease) in other liabilities and provisions1\n492,533,925\n229,962,676\n302,893,172\n\n(ii)\n(561,350)\n640,177,434\n1,036,350,579\n\nRefund/(payment) of direct taxes(iii)\n(165,479,524)\n(181,164,596)\n(133,436,047)\n\nNet cash flow from/(used in) operating activities\n((i)+(ii)+(iii))(A)\n673,254,189\n1,228,052,582\n1,572,844,783\n\nCash flow from/(used in) investing activities\n\nPurchase of fixed assets\n(37,299,949)\n(47,700,055)\n(36,785,464)\n\nProceeds from sale of fixed assets\n1,829,389\n646,115\n698,893\n\n(Purchase)/sale of held to maturity securities\n(94,665,319)\n(725,829,665)\n(1,423,224,353)\n\nNet cash flow from/(used in) investing activities(B)\n(130,135,879)\n(772,883,605)\n(1,459,310,924)\n\nCash flow from/(used in) financing activities\n\nProceeds from issue of share capital (including ESOPs/ESUSs)\n13,606,496\n14,375,199\n11,708,675\n\nProceeds from long-term borrowings\n481,787,715\n404,464,948\n391,968,191\n\nRepayment of long-term borrowings\n(501,532,043)\n(399,331,062)\n(391,468,771)\n\nNet proceeds/(repayment) of short-term borrowings\n38,063,900\n106,795,922\n181,423,005\n\nDividend paid\n(78,531,534)\n(70,412,665)\n(55,985,964)\n\nNet cash flow from/(used in) financing activities(C)\n(46,605,466)\n55,892,342\n137,645,136\n\nEffect of exchange fluctuation on translation reserve(D)\n13,059,752\n1,484,292\n4,234,435\n\nF-11\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Consolidated Cash Flow Statement***(Continued)*\n\n**(Rs. in thousands)**\n\nYear ended\n\nMarch 31,\n2026\nMarch 31,\n2025\nMarch 31,\n2024\n\n**Net increase/(decrease) in cash and cash equivalents **\n\n**(A) + (B) + (C) + (D) **\n\n509,572,596\n512,545,611\n255,413,430\n\n**Cash and cash equivalents at beginning of the year**\n\n2,140,234,637\n1,627,689,026\n1,364,564,928\n\nAdd: Addition of ICICI Lombard General Insurance Company Limited and I-Process Services (India) Limited as a subsidiary in consolidation during the year\n**..**\n**..**\n7,710,668\n\nCash and cash equivalents at end of the year\n2,649,807,233\n2,140,234,637\n1,627,689,026\n\n1.Including adjustments for increase/(decrease) in Policyholders’ funds.\n\n2.Cash and cash equivalents include cash in hand, foreign currency notes, rupee digital\ncurrency, balances with RBI, balances with other banks and money at call and short notice.\n\nF-12\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\nSCHEDULE 1 - CAPITAL**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**Authorised capital**\n\n12,500,000,000 equity shares of Rs. 2 each (March 31, 2025: 12,500,000,000 equity shares of Rs. 2 each)\n25,000,000\n25,000,000\n\n**Equity share capital**\n\nIssued,\nsubscribed and paid-up capital\n\n7,121,927,830 equity shares of Rs. 2 each (March 31, 2025: 7,022,335,643 equity shares)\n14,243,855\n14,044,671\n\nAdd: 38,184,739 equity shares of Rs. 2 each (March 31, 2025: 99,592,187 equity shares) issued during the year1\n76,370\n199,184\n\n**14,320,225\n14,243,855\n\nAdd: Forfeited equity shares2\n2,119\n2,119\n\nTOTAL CAPITAL**\n\n** **\n**14,322,344**\n** **** **\n** **\n**14,245,974**\n** **\n\n1.Additions for FY2025 include Rs. 112.0 million\non account of issuance of 56,008,117 equity shares by the Bank to the shareholders of ICICI Securities Limited in accordance with the\nScheme of arrangement between ICICI Bank Limited and ICICI Securities Limited and their respective shareholders for delisting of ICICI\nSecurities Limited.\n\n2.On account of forfeiture of 266,089 equity shares\nof Rs. 10 each.\n\n**SCHEDULE 1A – EMPLOYEES STOCK OPTIONS/UNITS OUTSTANDING**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nOpening Balance\n20,698,433\n14,053,180\n\nAdditions during the year1,2\n9,687,013\n8,866,163\n\nDeductions during the year3\n(3,564,771)\n(2,220,910)\n\nCLOSING BALANCE\n26,820,675\n20,698,433\n\n1.Represents cost of employee stock options/units\nof the Bank recognised during the year.\n\n2.Additions for FY2025 include Rs. 964.7 million\ntowards creation of ESOP reserve by the Bank for the options/units granted to employees of ICICI Securities Limited in accordance with\nthe Scheme of arrangement between ICICI Bank Limited and ICICI Securities Limited and their respective shareholders for delisting of ICICI\nSecurities Limited.\n\n3.Represents amount transferred to securities premium\non account of exercise of employee stock options/units and to general reserve on lapses of employee stock options/units.\n\nF-13\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\nSCHEDULE\n2 - RESERVES AND SURPLUS**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nI. Statutory reserve\n\nOpening balance\n656,067,519\n537,999,519\n\nAdditions during the year\n125,367,000\n118,068,000\n\nDeductions during the year\n..\n..\n\nClosing balance\n781,434,519\n656,067,519\n\n**II.** Special reserve1\n\nOpening balance\n224,075,000\n191,585,000\n\nAdditions during the year\n34,725,000\n32,490,000\n\nDeductions during the year\n..\n..\n\nClosing balance\n258,800,000\n224,075,000\n\nIII. Securities premium\n\nOpening balance\n606,132,791\n519,436,438\n\nAdditions during the year2,3\n17,075,850\n86,696,353\n\nDeductions during the year\n(168,090)\n..\n\nClosing balance\n623,040,551\n606,132,791\n\nIV. AFS reserve\n\nOpening balance\n22,200,393\n(313,803)\n\nImpact of transition4\n..\n20,583,089\n\nAdditions during the year\n..\n1,931,107\n\nDeductions during the year5\n(11,900,422)\n..\n\nClosing balance\n10,299,971\n22,200,393\n\n**V.** Investment fluctuation reserve6\n\nOpening balance\n34,272,809\n31,686,709\n\nAdditions during the year\n..\n2,586,100\n\nDeductions during the year\n..\n..\n\nClosing balance\n34,272,809\n34,272,809\n\nVI. Capital reserve\n\nOpening balance\n151,257,407\n151,353,548\n\nAdditions during the year5,7\n8,634,888\n68,700\n\nDeductions during the year\n..\n(164,841)\n\nClosing balance\n159,892,295\n151,257,407\n\nVII. Capital redemption reserve\n\nOpening balance\n3,500,000\n3,500,000\n\nAdditions during the year\n..\n..\n\nDeductions during the year\n..\n..\n\nClosing balance\n3,500,000\n3,500,000\n\nF-14\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\n(Rs. in thousands)**\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nVIII. Foreign currency translation reserve\n\nOpening balance\n21,313,221\n19,828,929\n\nAdditions during the year\n13,059,751\n1,850,113\n\nDeductions during the year\n..\n(365,821)\n\nClosing balance\n34,372,972\n21,313,221\n\n**IX.** Revaluation reserve\n\nOpening balance\n37,795,163\n31,112,741\n\nAdditions during the year8\n2,818,276\n7,828,466\n\nDeductions during the year9\n(1,163,065)\n(1,146,044)\n\nClosing balance\n39,450,374\n37,795,163\n\nX. Revenue and other reserves\n\nOpening balance\n163,649,681\n148,891,495\n\nAdditions during the year4,10\n5,982,779\n20,190,304\n\nDeductions during the year\n(7,810,905)\n(5,432,118)\n\nClosing balance11,12\n161,821,555\n163,649,681\n\nXI. Balance in profit and loss account\n\nBalance carried over to balance sheet\n1,482,884,605\n1,183,850,670\n\nAdjustments13\n(308,513)\n..\n\nClosing balance\n1,482,576,092\n1,183,850,670\n\nTOTAL RESERVES AND SURPLUS\n3,589,461,138\n3,104,114,654\n\n1.Represents amount transferred to Special Reserve as per Section 36(1)(viii) of the\nIncome-tax Act, 1961 by the Bank.\n\n2.Includes Rs. 17,075.8 million (March 31, 2025: Rs. 16,499.7 million) on account\nof exercise of employee stock options/units.\n\n3.Additions for FY2025 include Rs. 68,876.0 million on account of issuance of equity\nshares to the shareholders of ICICI Securities Limited in accordance with the Scheme of arrangement between ICICI Bank Limited and ICICI\nSecurities Limited and their respective shareholders for delisting of ICICI Securities Limited.\n\n4.In accordance with Master Direction issued by RBI on Classification, Valuation and\nOperation of investment Portfolio of Commercial Banks, Directions 2023, applicable from April 1, 2024, during FY2025, the Group has accounted\nnet transition gain of Rs. 20,583.1 million (net of tax) and Rs. 14,082.9 million (net of tax and minority interest) in AFS reserve and\nGeneral reserve respectively.\n\n5.Includes transfer from AFS reserve to Capital reserve of Rs. 6,035.4 million on\nsale of equity AFS investment as per the RBI guideline on Classification, Valuation and Operation of investment Portfolio of Commercial\nBanks (Directions), 2023.\n\n6.Represents amount transferred by the Bank to Investment Fluctuation Reserve (IFR)\non net profit on sale of AFS and FVTPL (including HFT) investments during the year. The amount not less than the lower of net profit on\nsale of AFS, FVTPL (including HFT) category investments during the year or net profit for the year less mandatory appropriations is required\nto be transferred to IFR, until the amount of IFR is at least 2% of the AFS and FVTPL (including HFT) portfolio.\n\n7.Includes appropriations made by the Bank for profit on sale of HTM investments,\ninvestments in subsidiaries, joint ventures and associates and profit on sale of land and buildings, net of taxes and transfer to statutory\nreserve.\n\n8.Represents gain on revaluation of premises carried out by the Bank, ICICI Home Finance\nCompany Limited and ICICI Prudential Asset Management Company Limited.\n\n9.Includes amount transferred from revaluation reserve to general reserve on account\nof incremental depreciation charge on revaluation and revaluation surplus on premises sold. Also includes the amount of loss on revaluation\nof certain assets which were held for sale.\n\n10.Includes amount transferred from employee stock options/units outstanding to general\nreserve on lapses of employee stock options/units.\n\n11.Includes Rs. 4,437.3 million towards fair value change account of insurance subsidiaries\n(March 31, 2025: Rs. 3,169.3 million).\n\n12.Includes unrealised profit/(loss) pertaining to the investments of venture capital\nfunds.\n\n13.Represents movement on account of deconsolidation and change in ownership interest\nin consolidating entities.\n\nF-15\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\nSCHEDULE 2A - MINORITY INTEREST**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nOpening minority interest\n148,367,361\n138,884,162\n\nSubsequent increase/(decrease) during the year1\n16,742,258\n9,483,199\n\nCLOSING MINORITY INTEREST\n165,109,619\n148,367,361\n\n1.At March 31, 2025, includes reversal of the minority interest relating to ICICI Securities Limited amounting\nto Rs. 13,495.5 million on becoming a wholly-owned subsidiary.\n\n**SCHEDULE 3 – DEPOSITS**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**A.**I. Demand\ndeposits\n\ni) From banks\n43,203,220\n56,975,019\n\nii) From others\n2,673,831,190\n2,318,588,072\n\nII. Savings bank deposits\n4,794,461,990\n4,442,542,504\n\nIII. Term deposits\n\ni) From banks\n117,630,612\n191,795,037\n\nii) From others\n10,671,074,198\n9,406,473,408\n\nTOTAL DEPOSITS\n18,300,201,210\n16,416,374,040\n\n**B.** I. Deposits\nof branches in India\n17,633,668,829\n15,897,492,345\n\nII. Deposits of branches/subsidiaries outside India\n666,532,381\n518,881,695\n\n**TOTAL DEPOSITS1**\n18,300,201,210\n16,416,374,040\n\n1.Includes deposits amounting to Rs. 1,185,005.5 million against which lien is marked\nby the Group in the ordinary course of business (March 31, 2025: Rs. 966,853.0 million).\n\nSCHEDULE 4 - BORROWINGS\n\n** **\n(Rs. in thousands)\n\n** **\nAt\n\n** **\nMarch 31, 2026\nMarch 31, 2025\n\n** **\n\n**I. Borrowings In India**\n\ni) Reserve Bank of India1\n68,481,200\n107,760,800\n\nii) Other banks\n111,819,217\n164,767,032\n\niii) Financial institutions2\n610,440,564\n645,482,486\n\niv) Borrowings in the form of\n\na) Deposits3\n57,988,161\n44,576,176\n\nb)\nCommercial paper\n245,182,915\n226,221,340\n\nF-16\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nc) Bonds and debentures (excluding subordinated debt)\n519,566,236\n514,322,000\n\nv) Capital instruments\n\na) Innovative Perpetual Debt\nInstruments (IPDI) (qualifying as additional Tier 1 capital)\n..\n..\n\nb)\nUnsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)\n89,319,332\n56,102,038\n\nTOTAL BORROWINGS IN INDIA\n1,702,797,625\n1,759,231,872\n\nII. Borrowings outside India\n\ni) Capital instruments\n\nUnsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)\n4,762,302\n4,284,358\n\nii) Bonds and notes\n47,395,533\n115,344,418\n\niii) Other borrowings\n447,687,311\n309,973,805\n\nTOTAL BORROWINGS OUTSIDE INDIA\n499,845,146\n429,602,581\n\nTOTAL BORROWINGS\n2,202,642,771\n2,188,834,453\n\n1.\nRepresents borrowings made by the Group under Liquidity Adjustment Facility (LAF).\n\n2.\nIncludes borrowings made by the Group under repo and refinance.\n\n3.\nRepresents deposits accepted by ICICI Home Finance Company Limited.\n\n4.\nSecured borrowings in I and II above amounting to Rs. 306,031.9 million (March 31, 2025: Rs. 278,123.4 million) other than the\nborrowings under collateralised borrowing and lending obligation, market repurchase transactions (including tri-party repo) with banks\nand financial institutions and transactions under liquidity adjustment facility and marginal standing facility.\n\nSCHEDULE 5 - OTHER LIABILITIES AND PROVISIONS**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nI.\nBills payable\n98,776,780\n89,702,015\n\nII.\nInter-office adjustments (net)\n31,711\n812,972\n\nIII.\nInterest accrued\n42,051,238\n42,154,332\n\nIV.\nSundry creditors\n652,998,061\n619,264,081\n\nV.\nGeneral provision for standard assets\n77,479,226\n68,748,943\n\nVI.\nUnrealised\nloss on foreign exchange and derivative contracts1\n252,307,101\n185,821,678\n\nVII.\nOthers (including provisions)2,3,4\n757,787,144\n580,219,627\n\n**TOTAL OTHER LIABILITIES AND PROVISIONS**\n1,881,431,261\n1,586,723,648\n\n1.Gross unrealised gain on foreign exchange and derivative contracts is disclosed\nunder Schedule 11 - Other assets.\n\n2.Includes contingency provision of the Bank amounting to Rs. 131,000.0 million (March\n31, 2025: Rs. 131,000.0 million) and specific provision for standard loans amounting to Rs. 17,273.9 million (March 31, 2025: Rs. 7,684.6\nmillion) of the Bank.\n\n3.Includes provision for tax (net of tax paid in advance and tax deducted at source)\namounting to ₹ 12,463.8 million at March 31, 2026.\n\n4.During FY2026, following its annual supervisory review, Reserve Bank of India has\ndirected the Bank to make a standard asset provision of Rs. 12,830.0 million in respect of a portfolio of agricultural priority sector\ncredit facilities wherein the terms of the facilities were found to be not fully compliant with the regulatory requirements for classification\nas agricultural priority sector lending. There is no change in asset classification or in the terms and conditions applicable to the borrowers\nor in the repayment behaviour of borrowers as per these terms. This additional standard asset provision will continue until the loans\nare repaid or renewed in conformity with the Priority sector classification guidelines.\n\nF-17\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\nSCHEDULE 6 - CASH AND BALANCES WITH\nRESERVE BANK OF INDIA**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**I.** Cash\nin hand (including foreign currency notes)\n55,484,549\n64,936,822\n\n**II.** Balances\nwith Reserve Bank of India\n\na) In current account\n513,407,388\n627,042,310\n\nb) In other accounts1\n643,480,000\n510,430,000\n\nTOTAL CASH AND BALANCES WITH RESERVE BANK OF INDIA\n1,212,371,937\n1,202,409,132\n\n1.Represents lending made by the Group under Liquidity Adjustment Facility (LAF) and Standing Deposit Facility\n(SDF).\n\n**SCHEDULE 7 - BALANCES WITH BANKS AND MONEY AT CALL AND\nSHORT NOTICE**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nI. In India\n\ni) Balances with banks\n\na) In current accounts\n4,729,276\n2,887,060\n\nb) In other deposit accounts\n248,069,862\n161,549,141\n\nii) Money at call and short notice\n\na) With banks\n..\n17,095,000\n\nb) With other institutions1\n310,213,770\n72,514,528\n\nTOTAL\n563,012,908\n254,045,729\n\nII. Outside India\n\ni) In current accounts\n575,039,034\n452,527,779\n\nii) In other deposit accounts\n87,184,892\n147,811,898\n\niii) Money at call and short notice\n212,198,462\n83,440,099\n\nTOTAL\n874,422,388\n683,779,776\n\nTOTAL BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE\n1,437,435,296\n937,825,505\n\n1.Includes lending made by the Group under reverse repo.\n\n**SCHEDULE 8 - INVESTMENTS**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nI. Investments in India [net of provisions]\n\ni) Government securities\n5,105,021,183\n5,345,834,889\n\nii) Other approved securities\n..\n..\n\niii) Shares (includes equity and preference shares)\n274,710,746\n274,995,209\n\niv) Debentures and bonds (including commercial paper and certificate of deposits)\n1,396,147,473\n1,256,211,776\n\nv) Assets held to cover linked liabilities of life insurance business\n1,510,296,269\n1,612,399,043\n\nvi) Investment in associates1\n26,490,513\n22,650,041\n\nF-18\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nvii) Others (mutual fund units, pass through certificates, security receipts and other related investments)\n199,982,718\n211,056,685\n\nTOTAL INVESTMENTS IN INDIA\n8,512,648,902\n8,723,147,643\n\nII. Investments outside India [net of provisions]\n\ni) Government securities\n135,872,083\n82,034,298\n\nii) Others (equity shares, bonds and certificate of deposits and assets held to cover linked liabilities of Life Insurance business)\n58,677,838\n58,586,167\n\nTOTAL INVESTMENTS OUTSIDE INDIA\n194,549,921\n140,620,465\n\nTOTAL INVESTMENTS\n8,707,198,823\n8,863,768,108\n\nA. Investments in India\n\nGross value of investments\n8,528,616,162\n8,694,747,035\n\nLess: Aggregate of provision/depreciation/(appreciation)\n15,967,260\n(28,400,608)\n\nNet investments\n8,512,648,902\n8,723,147,643\n\nB. Investments outside India\n\nGross value of investments\n196,394,812\n141,030,805\n\nLess: Aggregate of provision/depreciation/(appreciation)\n1,844,891\n410,340\n\nNet investments\n194,549,921\n140,620,465\n\nTOTAL INVESTMENTS\n8,707,198,823\n8,863,768,108\n\n1.Includes goodwill on consolidation of associates amounting to Rs. 101.9 million (March 31, 2025: Rs. 163.1 million).\n\nSCHEDULE 9 - ADVANCES [net of provisions]**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**A.** i) Bills\npurchased and discounted1\n453,485,209\n463,393,153\n\nii) Cash credits, overdrafts and loans repayable on demand\n5,964,273,656\n4,944,846,572\n\niii) Term loans\n10,028,820,813\n8,798,397,399\n\nTOTAL ADVANCES\n16,446,579,678\n14,206,637,124\n\nB. i) Secured by tangible assets (includes advances against book debts)\n12,372,112,816\n10,386,986,327\n\nii) Covered by bank/government guarantees\n83,929,741\n74,837,364\n\niii) Unsecured\n3,990,537,121\n3,744,813,433\n\nTOTAL ADVANCES\n16,446,579,678\n14,206,637,124\n\nC. I. Advances in India\n\ni) Priority sector\n5,641,835,513\n4,630,104,023\n\nii) Public sector\n317,036,624\n449,375,474\n\niii) Banks\n625,524\n15,293,973\n\niv) Others\n9,638,143,755\n8,438,646,608\n\nF-19\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n TOTAL ADVANCES IN INDIA\n15,597,641,416\n13,533,420,078\n\nII. Advances outside India\n\ni) Due from banks\n15,743,808\n15,217,500\n\nii) Due from others\n\na) Bills purchased and discounted\n122,534,067\n92,213,965\n\nb) Syndicated and term loans\n267,361,777\n235,599,649\n\nc) Others\n443,298,610\n330,185,932\n\nTOTAL ADVANCES OUTSIDE INDIA\n848,938,262\n673,217,046\n\nTOTAL ADVANCES\n16,446,579,678\n14,206,637,124\n\n1.Net of bills re-discounted amounting to Rs. 28,000.0 million (March 31, 2025: Nil).\n\nSCHEDULE 10 - FIXED ASSETS**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**I. Premises**\n\n**Gross block**\n\nAt cost at March 31 of preceding year\n114,825,928\n102,975,511\n\nAdditions during the year1\n12,126,256\n13,407,476\n\nDeductions during the year\n(722,978)\n(1,557,059)\n\nClosing balance\n126,229,206\n114,825,928\n\nDepreciation\n\nAt March 31of preceding year\n30,452,310\n28,099,523\n\nCharge during the year2\n3,886,475\n3,288,984\n\nDeductions during the year\n(590,200)\n(936,197)\n\nTotal depreciation\n33,748,585\n30,452,310\n\n** Net block3**\n92,480,621\n84,373,618\n\n**II. Other fixed assets (including furniture and fixtures)**\n\n**Gross block**\n\nAt cost at March 31 of preceding year\n178,362,431\n149,044,513\n\nAdditions during the year\n34,303,326\n38,213,577\n\nDeductions during the year\n(9,233,918)\n(8,895,659)\n\nClosing balance\n203,431,839\n178,362,431\n\nDepreciation\n\nAt March 31 of preceding year\n108,203,052\n94,383,964\n\nCharge during the year\n26,157,906\n22,747,963\n\nDeductions during the year\n(8,207,515)\n(8,928,875)\n\nTotal depreciation\n126,153,443\n108,203,052\n\nNet block\n77,278,396\n70,159,379\n\n**III. Lease assets**\n\n**Gross block**\n\nAt cost at March 31 of preceding year\n18,913,407\n17,900,287\n\nAdditions during the year\n1,785,230\n1,222,930\n\nDeductions during the year\n(754,970)\n(209,810)\n\nF-20\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\nClosing balance4**\n19,943,667\n18,913,407\n\nDepreciation\n\nAt March 31 of preceding year\n15,322,170\n15,034,060\n\nCharge during the year\n306,794\n301,152\n\nDeductions during the year\n(129,691)\n(13,042)\n\nTotal depreciation, accumulated lease adjustment and provisions\n15,499,273\n15,322,170\n\nNet block\n4,444,394\n3,591,237\n\nTOTAL FIXED ASSETS\n174,203,410\n158,124,234\n\n1.Includes revaluation gain amounting to Rs. 2,969.1 million (March 31, 2025: Rs.\n7,828.5 million) on account of revaluation.\n\n2.Including depreciation charge on account of revaluation of Rs. 1,143.2 million for\nthe year ended March 31, 2026 (year ended March 31, 2025: Rs. 848.0 million).\n\n3.Includes assets amounting to Rs. 60.6 million of the Bank (March 31, 2025: Rs. 1.9\nmillion) which are held for sale.\n\n4.Includes assets taken on lease by the Bank amounting to Rs. 3,229.0 million (March\n31, 2025: Rs. 2,198.8 million).\n\n**SCHEDULE 11 – OTHER ASSETS **\n\n**(Rs. in thousands)**\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**I.** Inter-office adjustments\n(net)\n..\n..\n\n**II.** Interest\naccrued\n236,595,724\n238,378,033\n\nI**II.** Tax paid in advance/tax\ndeducted at source (net)\n..\n6,929,092\n\n**IV.** Stationery and\nstamps\n324,069\n275,386\n\n**V. **Non-banking\nassets acquired in satisfaction of claims1,2\n..\n..\n\n**VI.** Advance for capital\nassets\n7,748,685\n10,732,726\n\n**VII. **Deposits\n149,020,611\n107,877,248\n\n**VIII. **Deferred tax\nasset (net) (refer note 18.10)\n42,621,285\n48,410,016\n\n**IX.**Deposits in Rural\nInfrastructure and Development Fund\n103,661,620\n134,932,128\n\n**X.** Unrealised\ngain on foreign exchange and derivative contracts3\n215,725,744\n161,647,519\n\n**XI.** Others\n305,992,298\n259,873,571\n\nTOTAL OTHER ASSETS\n1,061,690,036\n969,055,719\n\n1.Asset amounting to Rs. 4.5 million were transferred from banking assets to non-banking\nasset by the Bank during the year ended March 31, 2026 (year ended March 31, 2025: Rs. 9.1 million). Assets amounting to Rs. 2,984.3 million\nwere sold by the Bank during the year ended March 31, 2026 (year ended March 31, 2025: Rs. 727.1 million).\n\n2.Net of provision held by the Bank amounting to Rs. 24,515.5 million (March 31,\n2025: Rs. 27,475.0 million).\n\n3.Gross unrealised loss on foreign exchange and derivative contracts is disclosed\nunder Schedule 5 - Other liabilities.\n\nF-21\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Balance Sheet\n\nSCHEDULE 12 - CONTINGENT LIABILITIES**\n\n(Rs. in thousands)\n\nAt\n\nMarch 31, 2026\nMarch 31, 2025\n\n**I.** Claims\nagainst the Group not acknowledged as debts\n154,424,574\n166,956,057\n\n**II.** Liability for\npartly paid investments\n600,175\n4,079,021\n\n**III.** Liability on account of outstanding forward exchange contracts1\n15,179,156,306\n17,435,254,509\n\n**IV. **Guarantees given\non behalf of constituents\n\na) In India\n1,973,508,763\n1,661,358,147\n\nb) Outside India\n139,163,593\n120,341,685\n\n**V.** Acceptances, endorsements\nand other obligations\n782,427,485\n662,291,596\n\n**VI.** Currency swaps1\n511,207,349\n770,171,066\n\n**VII.** Interest rate swaps, currency options and interest rate futures1\n45,019,391,197\n57,930,748,878\n\n**VIII. **Other items\nfor which the Group is contingently liable\n107,142,897\n98,806,905\n\nTOTAL CONTINGENT LIABILITES\n63,867,022,339\n78,850,007,864\n\n1.Represents notional amount.\n\nF-22\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Profit and Loss account\n\nSCHEDULE 13 - INTEREST EARNED**\n\n(Rs. in thousands)\n\nYear ended\n\n**March 31,**\n\n**2026 **\n\n**March 31,**\n\n**2025 **\n\n**March 31, **\n\n**2024 **\n\n**I. **Interest/discount\non advances/bills\n1,378,042,589\n1,332,437,089\n1,165,897,763\n\n**II.**Income on investments (including dividend)\n496,887,207\n473,025,439\n381,070,710\n\n**III.**Interest on balances with Reserve Bank of India and other inter-bank funds\n41,808,039\n34,286,557\n26,498,839\n\n**IV. **Others1,2\n35,446,756\n23,565,556\n21,691,940\n\nTOTAL INTEREST EARNED\n1,952,184,591\n1,863,314,641\n1,595,159,252\n\n1.Includes interest on tax refunds amounting to Rs. 7,266.6 million (March 31, 2025:\nRs. 2,034.7 million; March 31, 2024: Rs. 2,828.2 million).\n\n2.Includes interest and amortisation of premium on hedging/non-trading interest rate\nswaps. .\n\n**SCHEDULE 14 - OTHER INCOME**\n\n(Rs. in thousands)\n\nYear ended\n\n**March 31, **\n\n**2026**\n\n**March 31, **\n\n**2025**\n\n**March 31,**\n\n**2024**\n\n**I.** Commission,\nexchange and brokerage\n293,302,347\n277,661,551\n235,718,656\n\n**II. **Profit/(loss)\non sale of investments (net)\n52,258,540\n36,975,602\n36,689,228\n\n**III.** Profit/(loss)\non revaluation of investments (net)\n(12,605,930)\n15,364,503\n1,182,467\n\n**IV.** Profit/(loss) on sale of land, buildings and other assets (net)1\n2,886,200\n439,077\n144,093\n\n**V. **Profit/(loss) on\nexchange/derivative transactions (net)\n53,071,958\n39,505,447\n30,860,575\n\n**VI.** Premium and other\noperating income from insurance business\n776,241,930\n709,008,343\n458,528,108\n\n**VII.** Miscellaneous\nincome (including lease income)\n3,843,957\n3,600,179\n2,094,893\n\nTOTAL OTHER INCOME\n1,168,999,002\n1,082,554,702\n765,218,020\n\n1.Includes profit/(loss) on sale of assets given on lease.\n\n**SCHEDULE 15 - INTEREST EXPENDED**\n\n(Rs. in thousands)\n\nYear ended\n\n**March\n31,**\n\n**2026**\n\n**March\n31,**\n\n**2025**\n\n**March\n31,**\n\n**2024**\n\n**I. **Interest\non deposits\n739,503,635\n716,478,741\n587,844,555\n\n**II.** Interest on Reserve\nBank of India/inter-bank borrowings\n26,262,507\n41,684,988\n32,114,853\n\n**III. **Others (including\ninterest on borrowings of erstwhile ICICI Limited)\n124,519,670\n132,112,800\n121,122,219\n\nTOTAL INTEREST EXPENDED\n890,285,812\n890,276,529\n741,081,627\n\nF-23\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Profit and Loss account**\n\n** **\n\n**SCHEDULE 16 - OPERATING EXPENSES **\n\n(Rs. in thousands)\n\nYear ended\n\n**March 31,**\n\n**2026**\n\n**March 31,**\n\n**2025**\n\n**March 31,**\n\n**2024 **\n\n**I.** Payments to and provisions for employees1\n252,586,237\n236,299,361\n191,719,774\n\n**II.** Rent, taxes and lighting2\n24,336,823\n22,804,087\n17,054,394\n\n**III.** Printing and\nstationery\n2,675,296\n3,185,496\n3,610,245\n\n**IV. **Advertisement\nand publicity\n22,558,503\n28,437,327\n28,292,745\n\n**V. **Depreciation on\nproperty\n30,303,158\n25,972,008\n19,152,745\n\n**VI.** Depreciation (including\nlease equalisation) on leased assets\n306,794\n301,152\n199,361\n\n**VII. **Directors' fees,\nallowances and expenses\n205,192\n209,214\n146,009\n\n**VIII. **Auditors' fees\nand expenses\n381,988\n348,676\n264,719\n\n**IX.** Law charges\n2,267,380\n1,904,460\n1,494,968\n\n**X. **Postages, courier,\ntelephones, etc.\n9,977,054\n9,681,053\n8,875,883\n\n**XI.** Repairs and maintenance\n46,947,554\n38,200,665\n36,171,827\n\n**XII.** Insurance\n19,408,871\n15,714,195\n16,843,829\n\n**XIII.** Direct marketing\nagency expenses\n28,839,527\n24,057,542\n37,986,800\n\n**XIV.** Claims and benefits\npaid pertaining to insurance business\n303,066,856\n225,451,163\n78,282,341\n\n**XV.** Other expenses pertaining to insurance business3\n515,296,726\n512,610,643\n424,318,817\n\n**XVI.** Other expenditure4,5\n144,778,214\n132,822,729\n113,413,465\n\nTOTAL OPERATING EXPENSES\n1,403,936,173\n1,277,999,771\n977,827,922\n\n1.The new Labour Codes were notified by the government during November 2025, pursuant\nto which the Group charged an amount of Rs. 2,148.6 million to the profit and loss account based on certain estimates and assumptions.\nThe supporting Rules and certain key clarifications are awaited, and the interpretations and industry practices are still developing.\nThe above impact estimates will be re-assessed and finalised based on the final Rules, industry practices and any revisions to the Group’s\nstaff emoluments from time to time.\n\n2.Includes lease expense amounting to Rs. 19,133.3 million (March 31, 2025: Rs. 17,106.1\nmillion; March 31, 2024: Rs. 13,877.7 million).\n\n3.Includes commission expenses and reserves for actuarial liabilities (including\nthe investible portion of the premium on the unit-linked policies).\n\n4.Includes expenses on purchase of Priority Sector Lending Certificates (PSLC) for\nthe Bank amounting to Rs. 34,849.9 million (March 31, 2025: Rs. 20,038.5 million; March 31, 2024: Rs. 16,428.5 million).\n\n5.Includes expenses on reward program by the Bank amounting to Rs. 24,228.2 million\n(March 31, 2025: Rs. 21,651.0 million; March 31, 2024: Rs. 18,414.8 million).\n\nF-24\n\nSCHEDULE 17\n\n**Significant accounting policies**\n\n**Overview**\n\nICICI Bank Limited, together with its subsidiaries\nand associates (collectively, the Group), is a diversified financial services group providing a wide range of banking and financial services\nincluding commercial banking, retail banking, project and corporate finance, working capital finance, insurance, venture capital and private\nequity, investment banking, broking and treasury products and services.\n\nICICI Bank Limited (‘the Bank’), incorporated\nin Vadodara, India is a publicly held banking company governed by the Banking Regulation Act, 1949.\n\n**Principles of consolidation**\n\nThe consolidated financial statements include\nthe financials of ICICI Bank, its subsidiaries and Group’s interest in the associates.\n\nEntities, in which the Bank holds, directly or\nindirectly, through subsidiaries and other consolidating entities, more than 50.00% of the voting rights or where it exercises control,\nover the composition of board of directors/governing body, are fully consolidated on a line-by-line basis in accordance with the provisions\nof AS 21 on ‘Consolidated Financial Statements’. Investments in entities where the Bank has the ability to exercise significant\ninfluence are accounted for under the equity method of accounting and the pro-rata share of their profit/(loss) is included in the consolidated\nprofit and loss account. The Bank does not consolidate entities where the significant influence/control is intended to be temporary or\nentities which operate under severe long-term restrictions that impair their ability to transfer funds to parent/investing entity or where\nthe objective of control is not to obtain economic benefit from their activities. All significant inter-company balances and transactions\nwith subsidiaries and entities consolidated as per AS-21 have been eliminated on consolidation.\n\nF-25\n\n**Basis of preparation**\n\nThe accounting and reporting policies of the Group\nused in the preparation of the consolidated financial statements conform to Generally Accepted Accounting Principles in India (‘Indian\nGAAP’), the guidelines issued by the Reserve Bank of India (RBI), Securities and Exchange Board of India (‘SEBI’), Insurance\nRegulatory and Development Authority of India (‘IRDAI’) from time to time and the Accounting Standards notified under Section\n133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standard) Rule\n2021, as applicable to relevant companies and practices generally prevalent in the banking industry in India. In the case of the foreign\nsubsidiaries, Generally Accepted Accounting Principles as applicable to the respective foreign subsidiaries are followed. The Group follows\nthe historical cost convention and the accrual method of accounting except where otherwise stated. Investments of the Bank and domestic\nsubsidiaries (excluding insurance subsidiaries) are accounted for in accordance with the extant RBI guidelines on Classification, Valuation\nand Operation of Investment Portfolio of Commercial Banks (Directions), 2023. In case the accounting policies followed by a subsidiary\nare different from those followed by the Bank, the same have been disclosed in the respective accounting policy.\n\nThe preparation of consolidated financial statements\nrequires management to make estimates and assumptions that are considered in the reported amounts of assets and liabilities (including\ncontingent liabilities) as of the date of the consolidated financial statements and the reported income and expenses during the reporting\nperiod. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable.\nActual results could differ from these estimates. The impact of any revision in these estimates is recognised prospectively from the period\nof change.\n\nF-26\n\nThe consolidated financial statements include\nthe results of the following entities in addition to the Bank.\n\n**Sr. no.**\n**Name of the entity**\n**Country of incorporation**\n**Nature of relationship**\n**Nature of business**\n**Ownership interest**\n\n**At**\n\n**March 31, 2026 **\n\n**At **\n\n**March 31, 2025 **\n\n1.\nICICI Bank UK PLC\nUnited Kingdom\nSubsidiary\nBanking\n100.00%\n100.00%\n\n2.\nICICI Bank Canada\nCanada\nSubsidiary\nBanking\n\n100.00%\n\n100.00%\n\n3.\nICICI Securities Limited1\nIndia\nSubsidiary\n\nSecurities broking and\n\nmerchant banking\n\n100.00%\n100.00%\n\n4.\nICICI Securities Holdings Inc.2\nUSA\nSubsidiary\nHolding company\n100.00%\n100.00%\n\n5.\nICICI Securities Inc.2\nUSA\nSubsidiary\nSecurities broking\n100.00%\n100.00%\n\n6.\nICICI Securities Primary Dealership Limited\nIndia\nSubsidiary\nSecurities investment, trading and underwriting\n100.00%\n100.00%\n\n7.\nICICI Venture Funds Management Company Limited\nIndia\nSubsidiary\nPrivate equity/venture capital fund management\n100.00%\n100.00%\n\n8.\nICICI Home Finance Company Limited\nIndia\nSubsidiary\nHousing finance\n100.00%\n100.00%\n\n9.\nICICI Trusteeship Services Limited\nIndia\nSubsidiary\nTrusteeship services\n100.00%\n100.00%\n\n10.\nICICI Investment Management Company Limited\nIndia\nSubsidiary\n\nAsset management and\n\nInvestment advisory\n\n100.00%\n100.00%\n\n11.\nICICI International Limited\nMauritius\nSubsidiary\nAsset management\n100.00%\n100.00%\n\nF-27\n\n**Sr. no.**\n**Name of the entity**\n**Country of incorporation**\n**Nature of relationship**\n**Nature of business**\n**Ownership interest**\n\n**At**\n\n**March 31, 2026 **\n\n**At **\n\n**March 31, 2025 **\n\n12.\nICICI Pension Fund Management Limited (erstwhile ICICI Prudential Pension Funds Management Company Limited)3\nIndia\nSubsidiary\nPension fund management and Points of Presence\n100.00%\n100.00%\n\n13.\nICICI Prudential Life Insurance Company Limited\nIndia\nSubsidiary\nLife insurance\n50.89%\n51.03%\n\n14.\nICICI Lombard General Insurance Company Limited\nIndia\nSubsidiary\nGeneral insurance\n\n51.26%\n\n51.55%\n\n15.\nICICI Prudential Asset Management Company Limited\nIndia\nSubsidiary\nAsset management\n53.00%\n51.00%\n\n16.\nICICI Prudential Trust Limited\nIndia\nSubsidiary\nTrusteeship services\n50.80%\n50.80%\n\n17.\nI-Process Services (India) Limited\nIndia\nSubsidiary\nManpower support services\n100.00%\n100.00%\n\n18.\nICICI Strategic Investments Fund4\nIndia\nConsolidated as per AS 21\nVenture capital fund\n-\n100.00%\n\nF-28\n\n**Sr. no.**\n**Name of the entity**\n**Country of incorporation**\n**Nature of relationship**\n**Nature of business**\n**Ownership interest**\n\n**At**\n\n**March 31, 2026 **\n\n**At **\n\n**March 31, 2025 **\n\n19.\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)5,6\nIndia\nAssociate\nMerchant acquiring and servicing\n-\n19.01%\n\n20.\nNIIT Institute of Finance Banking and Insurance Training Limited5,7\nIndia\nAssociate\n\nEducation and\n\ntraining in banking, finance and insurance\n\n-\n18.79%\n\n21.\nIndia Infradebt Limited5\nIndia\nAssociate\nInfrastructure re-finance\n42.33%\n42.33%\n\n22.\nIndia Advantage Fund-III5,8\nIndia\nAssociate\nVenture capital fund\n-\n24.10%\n\n23.\nIndia Advantage Fund-IV5,8\nIndia\nAssociate\nVenture capital fund\n-\n47.14%\n\n24.\nArteria Technologies Private Limited5\nIndia\nAssociate\nSoftware company\n19.02%\n19.98%\n\n1.On March 24, 2025, ICICI Securities Limited became a wholly-owned subsidiary of the Bank.\n\n2.ICICI Securities Holding Inc. is a wholly owned subsidiary of ICICI Securities Limited. ICICI Securities\nInc. is a wholly owned subsidiary of ICICI Securities Holding Inc.\n\n3.On January 12, 2026, the Bank acquired 100.0% shareholding in ICICI Pension Fund Management Limited from\nICICI Prudential Life Insurance Company Limited and consequently ICICI Pension Fund Management Limited has become a wholly-owned subsidiary\nof the Bank.\n\n4.On March 25, 2026, ICICI Strategic Investments Fund have been redeemed all its unit capital and accordingly\nthe Fund ceased to be a subsidiary of the Bank as per Accounting Standard 21.\n\n5.These entities have been accounted as per the equity method as prescribed by AS-23 on ‘Accounting\nfor Investments in Associates in Consolidated Financial Statements’.\n\n6.On April 17, 2025, FISERV Merchant Solutions Private Limited ceased to be associate of the Bank.\n\n7.On June 11, 2025, NIIT Institute of Finance, Banking and Insurance Training Limited ceased to be associates\nof the Bank.\n\n8.On July 03, 2025, India Advantage Fund-III and India Advantage Fund-IV ceased to be associates of the\nBank.\n\n9.Falcon Tyres Limited, in which the Bank holds 26.39% equity shares has not been accounted as per equity\nmethod under AS-23, since the investment is temporary in nature.\n\nF-29\n\n**SIGNIFICANT ACCOUNTING POLICIES**\n\n**1.****Revenue recognition**\n\na)Interest income is recognised in the profit and loss account as it accrues, except in the case of non-performing\nassets (NPAs) where it is recognised upon realisation, as per the income recognition and asset classification norms of RBI/NHB/other applicable\nguidelines.\n\nb)Income on discounted instruments is recognised over the tenure of the instrument on a constant yield basis.\n\nc)Dividend income is accounted on an accrual basis when the right to receive the dividend is established.\n\nd)Loan processing fee is accounted for upfront when it becomes due except in the case of foreign banking\nsubsidiaries, where it is amortised over the period of the loan.\n\ne)Project appraisal/structuring fee is accounted for on the completion of the agreed service.\n\nf)Arranger fee is accounted for as income when a significant portion of the arrangement is completed and\nright to receive is established.\n\ng)Commission received on guarantees and letters of credit issued is amortised on a straight-line basis over\nthe period of the guarantee/letters of credit.\n\nh)The annual/renewal fee on credit cards, debit cards and prepaid cards are amortised on a straight-line\nbasis over one year.\n\ni)Fees paid/received for priority sector lending certificates (PSLC) is amortised on straight-line basis\nover the period of the certificate.\n\nj)Penal charge is recognised as income on realisation basis.\n\nk)All other fees are accounted for as and when they become due where the Group is reasonably certain of\nultimate collection.\n\nl)Fund management and portfolio management fees are recognised on an accrual basis.\n\nm)Income from securities brokerage activities is recognised as income on the trade date of the transaction.\nBrokerage income in relation to public or other issuances of securities is recognised based on mobilisation and terms of agreement with\nthe client.\n\nn)Life insurance premium for non-linked policies is recognised as income (net of goods and service tax)\nwhen due from policyholders. For unit linked business, premium is recognised when the associated units are created. Premium on lapsed\npolicies is recognised as income when such policies are reinstated. Top-up premiums paid by unit linked policyholders’ are considered\nas single premium. Income from unit linked policies, which includes fund management charges, policy administration charges, mortality\ncharges and other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policy and are\nrecognised when due.\n\no)In case of general insurance business, premium including reinsurance accepted (net of goods & services\ntax) other than for multi-year (with term more than one year) motor insurance policies for new\n\nF-30\n\ncars and new two wheelers issued on\nor after September 1, 2018 and other long-term product (as defined in master circular on IRDAI (Insurance Products) Regulations, 2024\n– General Insurance dated June 11, 2024) insurance policies issued on or after October 1, 2024, is recorded on receipt of complete\ninformation, for the policy period at the commencement of risk. For government sponsored crop insurance, the premium is accounted based\non management estimates that are progressively actualised on receipt of information. For installment cases, premium is recorded on installment\ndue dates. Reinstatement premium is recorded as and when such premiums are recovered. Premium earned including reinstatement premium and\nre-insurance accepted is recognised as income over the period of risk or the contract period based on 1/365 method, whichever is appropriate\non a gross basis other than instalment premiums received for group health policies, wherein the instalment premiums are recognised over\nthe balance policy period. Any subsequent revisions to premium as and when they occur are recognised over the remaining period of risk\nor contract period, as applicable.\n\nIn case of multi-year motor insurance\npolicies for new cars and new two wheelers (third party liability coverage) issued on or after September 1, 2018 and other long-term products\n(as defined in master circular on IRDAI (Insurance Products) Regulations, 2024 - General Insurance dated June 11, 2024) issued on or after\nOctober 1, 2024, premium received (net of goods & services tax) is recognised equally over the policy period at the commencement of\nrisk on 1/n basis where “n” denotes the policy duration and premium received for own damage coverage under multi-year motor\npolicy up to October 1, 2024 is recognised in accordance with movement of Insured Declared Value (IDV) over the period of risk, on receipt\nof complete information. Reinstatement premium is recorded as and when such premiums are recovered. Premium allocated for the year ended\nis recognised as income earned based on 1/365 method, on a gross basis. Reinstatement premium is allocated on the same basis as the original\npremium over the balance term of the policy. Any subsequent revisions to premium as and when they occur are recognised on the same basis\nas the original premium over the balance term of the policy. Adjustments to premium income arising on cancellation of policies are recognised\nin the period in which the policies are cancelled. Adjustments to premium income for corrections to area covered under government sponsored\ncrop insurance are recognised in the period in which the information is confirmed by the concerned government/nodal agency. Commission\non reinsurance ceded is recognised as income in the period of ceding the risk. Profit commission under reinsurance treaties, wherever\napplicable, is recognised as income in the year of final determination of profits as confirmed by reinsurers and combined with commission\non reinsurance ceded. Sliding scale commission under reinsurance treaties, wherever applicable, is determined at every balance sheet date\nas per terms of the respective treaties. Any changes in the previously accrued commission is recognised immediately and any additional\naccrual is recognised on confirmation from reinsurers. Such commission is combined with commission on reinsurance ceded.\n\np)In case of life insurance business, reinsurance premium ceded/accepted is accounted in accordance with\nthe terms of the relevant treaties/arrangements with the reinsurer/insurer. Premium ceded on reinsurance is net of profit commission on\nreinsurance ceded.\n\nq)In case of general insurance business, insurance premium on ceding of the risk other than for multi-year\nmotor insurance policies for new cars and new two wheelers issued on or after September 1, 2018 and other long-term product insurance\npolicies issued on or after October 1, 2024, is recognised simultaneously along with the insurance premium in accordance with reinsurance\narrangements with the reinsurers. In case of multi-year motor insurance policies for new cars and new two wheelers issued on or after\nSeptember 1, 2018 and other long-term product insurance policies issued on or after October 1, 2024, reinsurance premium is recognised\non the insurance premium allocated for the year simultaneously along with the recognition of the insurance premium in accordance with\nthe reinsurance arrangements with the reinsurers. Any subsequent revision to premium ceded is recognised in the period of such revision.\nAdjustment to reinsurance premium arising on cancellation of policies is recognised\n\nF-31\n\nin the period in which the policies\nare cancelled. Adjustments to reinsurance premium for corrections to area covered under crop insurance are recognised simultaneously along\nwith related premium income.\n\nr)In the case of general insurance business, premium deficiency is recognised when the sum of expected claim\ncosts and related expenses and maintenance costs (related to claims handling) exceed the reserve for unexpired risks and is computed at\na segmental revenue account level. The premium deficiency is calculated and duly certified by the Appointed Actuary.\n\n**2.****Investments**\n\ni)Investments of the Bank and domestic subsidiaries (excluding insurance subsidiaries) are accounted for\nin accordance with the extant RBI guidelines on classification, valuation and operation of investment portfolio by Banks.\n\nThe Bank and domestic subsidiaries (excluding\ninsurance subsidiaries) follows trade date method of accounting for purchase and sale of investments, except for government of India and\nstate government securities where settlement date method of accounting is followed in accordance with RBI guidelines.\n\nTill March 31, 2024, the Bank had been\nfollowing accounting policies for investments primarily based on the Master Direction - Classification, Valuation and Operation of Investment\nPortfolio of Commercial Banks (Directions), 2021 where securities were valued scrip-wise and classified into ‘Held to Maturity (HTM),\n‘Available for Sale’ (AFS) and ‘Held for Trading’ (HFT). Depreciation/appreciation on securities was aggregated\nfor each category. Net appreciation in each category under each investment classification, if any, being unrealised, was ignored, while\nnet depreciation in each category was provided. HTM securities were carried at their acquisition cost or at amortised cost, if acquired\nat a premium over the face value. Any premium over the face value of fixed rate and floating rate securities acquired was amortised over\nthe remaining period to maturity on a constant yield basis and straight line basis respectively. Other domestic subsidiaries (excluding\ninsurance subsidiaries) were following generally accepted accounting principles in India (Indian GAAP).\n\nWith effect from April 1, 2024, the\nBank and domestic subsidiaries (excluding insurance subsidiaries) implemented the Master Direction - Classification, Valuation and Operation\nof Investment Portfolio of Commercial Banks (Directions), 2023 and transitional adjustments has been recorded as per the directions. Accordingly,\nthe significant accounting policies with respect to investments have been modified as stated below\n\na.All investments are recognised at fair value on initial recognition, primarily the acquisition cost. Where\nfacts and circumstances suggest that the fair value is materially different from the acquisition cost, the difference between the fair\nvalue and the acquisition cost is recognised in accordance with RBI guidelines.\n\nb.All investments are classified into ‘Held to Maturity’ (HTM), ‘Available for Sale’\n(AFS) and ‘Fair value through Profit and Loss account’ (FVTPL) including ‘Held for Trading’ (HFT) which is a separate\ninvestment sub-category within FVTPL on the date of purchase as per the extant RBI guidelines on classification, valuation and operation\nof investment portfolio by Banks. Under each classification, the investments are further categorised as (a) government securities, (b)\nother approved securities, (c) shares, (d) bonds and debentures, and (e) others. Further, all the investments including debt investments\nin subsidiaries, joint ventures and associates are classified in separate category.\n\nF-32\n\nc.Investments are classified as HTM if:\n\n1)the security is acquired with the intention and objective of holding it to maturity,\ni.e., the financial assets are held with an objective to collect the contractual cash flows; and\n\n2)the contractual terms of the security give rise to cash flows that are solely payments\nof principal and interest on principal outstanding (‘SPPI criterion’) on specified dates.\n\nHTM securities are carried at cost.\nAny premium or discount over the face value of fixed rate and floating rate/staggered securities acquired is amortised over the remaining\nperiod to maturity on a constant yield basis and straight line basis respectively.\n\nd.Investments are classified as AFS if:\n\n1)The security is acquired with an objective that is achieved by both collecting\ncontractual cash flows and selling securities; and\n\n2)the contractual terms of the security meet the ‘SPPI criterion’\n\nFurther, certain equity investments\nare also designated as AFS investments, where on initial recognition; the Bank and domestic subsidiaries (excluding insurance subsidiaries)\nhas made an irrevocable election to classify such equity investments as AFS investments.\n\nInvestments classified as AFS are fair\nvalued periodically as per RBI guidelines. Any premium or discount over/below the face value of fixed rate and floating rate/staggered\nsecurities acquired is amortised over the remaining period to maturity on a constant yield basis and straight line basis respectively.\nThe unrealised gain or loss across all performing AFS investments (adjusted for effect of taxes, if any) is recognised in ‘AFS reserves’.\n\ne.Securities that do not qualify for inclusion in HTM or AFS are classified under FVTPL. There is a separate\nsub-category called HFT within FVTPL. The HFT investments primarily include listed equity investments (except for equity investments designated\nas AFS investments) and debt securities acquired with an intent to sale.\n\nInvestments classified as FVTPL are\nfair valued periodically as per RBI guidelines. Any premium or discount over the face value of fixed rate and floating rate/staggered\nsecurities acquired which pass the SPPI criterion is amortised over the remaining period to maturity on a constant yield basis and straight\nline basis respectively. The unrealised gain or loss across all performing FVTPL investments is aggregated across all categories and net\nappreciation/depreciation is recognised in profit and loss account.\n\nf.All investments (including debt and equity) in subsidiaries, associates and joint ventures are held at\nacquisition cost. Any premium or discount over/below the face value of fixed rate and floating rate/staggered securities acquired is amortised\nover the remaining period to maturity on a constant yield basis and straight line basis respectively. The Bank and domestic subsidiaries\n(excluding insurance subsidiaries) assesses investments in subsidiaries, joint ventures and associates for any other than temporary diminution\nin value and appropriate provisions are made.\n\ng.Costs, including brokerage and commission pertaining to trading book investments paid at the time of acquisition\nand broken period interest (the amount of interest from the previous interest payment date till the date of purchase of instruments) on\ndebt instruments, are charged to the profit and loss account.\n\nF-33\n\nh.For the purpose of initial recognition and subsequent measurement investments are fair valued based on\nRBI guidelines. Securities are valued scrip-wise.\n\ni.Quoted investments are valued based on the closing quotes on the recognised stock exchanges or prices\ndeclared by Fixed Income Money Market and Derivatives Association (FIMMDA)/Financial Benchmark India Private Limited (FBIL), periodically.\n\nj.The market/fair value of unquoted government securities which are in the nature of Statutory Liquidity\nRatio (SLR) securities included in the AFS and FVTPL categories is as per the rates published by FBIL and for unquoted corporate bonds,\nsecurity level valuation (SLV) published by FIMMDA. The valuation of other unquoted fixed income securities, including Pass Through Certificates,\nwherever linked to the Yield-to-Maturity (YTM) rates, is computed with a mark-up (reflecting associated credit risk) over the YTM rates\nfor government securities published by FIMMDA. The sovereign foreign securities and non-INR India linked bonds are valued on the basis\nof prices published by the sovereign regulator or counterparty quotes.\n\nk.Treasury bills, commercial papers and certificate of deposits being discounted instruments, are valued\nat carrying cost.\n\nl.The units of mutual funds are valued at the latest repurchase price/net asset value declared by the mutual\nfund. Unquoted equity shares are valued at the break-up value, if the latest balance sheet is available, or at Rs. 1, as per RBI guidelines.\n\nm.Investments in units of Venture Capital Funds (VCFs)/Alternative Investment Funds (AIFs) are categorised\nunder FVTPL and are valued at the net asset value (NAV) declared by the VCFs/AIFs respectively. If the latest NAV is not available continuously\nfor more than 18 months, the units of VCFs/AIFs are valued at Rs. 1, as per RBI guidelines.\n\nn.The units of Infrastructure Investment Trust (InvIT) are valued as per the quoted price available on the\nexchange.\n\no.At the end of each reporting period, security receipts issued by the asset reconstruction companies are\nvalued in accordance with the guidelines applicable to such instruments, prescribed by RBI from time to time. Accordingly, in cases where\nthe cash flows from security receipts issued by the asset reconstruction companies are limited to the actual realisation of the financial\nassets assigned to the instruments in the concerned scheme, the Bank and domestic subsidiaries (excluding insurance subsidiaries) reckons\nthe net asset value obtained from the asset reconstruction company from time to time, for valuation of such investments at each reporting\nperiod end. The Bank and domestic subsidiaries (excluding insurance subsidiaries) makes additional provisions on the security receipts\nbased on the remaining period for the resolution period to end. The security receipts which are outstanding and not redeemed as at the\nend of the resolution period are treated as loss assets and are fully provided. The provision on the fully provided security receipts\nincluding receipts guaranteed by Government of India, is reversed through profit and loss account on actual receipts of recoveries or\napproval of claims, if any, by the Government of India.\n\np.Impairment of on non-performing investments is made as per internal provisioning norms, subject to minimum\nprovisioning requirements of RBI.\n\nq.Gain/loss on sale of investments except AFS equity investments is recognised in the profit and loss account.\nCost of investments is computed based on the First-In-First-Out (FIFO) method.\n\nF-34\n\nThe realised gain or loss on AFS equity\ninvestments is recognised in AFS reserve. Further, the profit from sale of HTM investments, investments in subsidiaries, joint ventures\nand associates and equity AFS investments, net of taxes and transfer to statutory reserve is appropriated to “Capital Reserve”\nin accordance with the RBI guidelines.\n\nr.The Bank and domestic subsidiaries (excluding insurance subsidiaries) undertakes short sale transactions\nin dated central government securities in accordance with RBI guidelines. The short positions are categorised under HFT category and are\nmarked-to-market. The mark-to-market gain/loss is charged to profit and loss account as per RBI guidelines.\n\ns.Market repurchase, reverse repurchase and transactions with RBI under Liquidity Adjustment Facility (LAF)/Marginal\nStanding Facility (MSF) are accounted for as borrowing and lending transactions in accordance with the extant RBI guidelines.\n\nii)The Bank’s overseas banking subsidiaries account for unrealised gain/loss, net of tax, on investment\nin ‘AFS’/‘Fair Value Through Other Comprehensive Income’ (FVOCI) category directly in AFS reserves. Further unrealised\ngain/loss on investment in ‘HFT’/‘Fair Value Through Profit and Loss’ (FVTPL) category is accounted directly in\nthe profit and loss account. Investments in ‘HTM’/‘amortised cost’ category are carried at amortised cost.\n\niii)In the case of life and general insurance businesses, investments are made in accordance with the Insurance\nAct, 1938 (as amended from time to time), the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment\nFunctions of Insurers) Regulations, 2024 and various other circulars/notifications issued by the IRDAI and IFSC in this context from time\nto time.\n\nIn the case of life insurance business, valuation\nof investments (other than linked business) is done on the following basis:\n\na.All debt securities including government securities and redeemable preference shares are considered as\n‘held to maturity’ and stated at historical cost, subject to amortisation of premium or accretion of discount over the period\nof maturity/holding on a constant yield basis.\n\nb.Listed equity shares and equity exchange traded funds (ETF) are stated at fair value being the last quoted\nclosing price on the National Stock Exchange (NSE) (or BSE, in case the investments are not listed on NSE). Unlisted equity shares are\nstated at acquisition cost less impairment, if any. Equity shares lent under the Securities Lending and Borrowing scheme (SLB) continue\nto be recognised in the Balance Sheet as the Company retains all the associated risks and rewards of these securities. Non-traded and\nthinly traded equity shares are valued at last available price on NSE/BSE or the value derived using valuation principle of net worth\nper share, whichever is lower. Equity shares are classified as non-traded if the same is not quoted on NSE/BSE for preceding 30 days from\nthe valuation date.\n\nc.Mutual fund units are valued based on the previous day’s net asset value.\n\nUnrealised gains/losses arising due to\nchanges in the fair value of listed equity shares and mutual fund units are taken to ’Revenue and other reserves’ and ‘Liabilities\non policies in force’ in the balance sheet for Shareholders’ fund and Policyholders’ fund respectively for life insurance\nbusiness.\n\nIn the case of general insurance business,\nvaluation of investments is done on the following basis:\n\nF-35\n\na.All debt securities including government securities, money market instruments, non-convertible and redeemable\npreference shares and excluding Additional Tier-1 perpetual bonds are considered as ‘held to maturity’ and accordingly stated\nat amortised cost determined after amortisation of premium or accretion of discount over the holding/maturity period in accordance with\nincome recognition policy.\n\nb.Additional Tier-1 perpetual bond investments are valued at fair value using market yield rates published\nby rating agency registered with the Securities and Exchange Board of India (SEBI).\n\nc.Listed equities and convertible preference shares at the balance sheet date are stated at fair value,\nbeing the last quoted closing price on the NSE and in case these are not listed on NSE, then based on the last quoted closing price on\nthe BSE.\n\nd.Mutual fund investments (other than venture capital fund) are stated at fair value, being the closing\nnet asset value at balance sheet date.\n\ne.Investments other than mentioned above are valued at cost.\n\nUnrealised gains/losses arising due\nto changes in the fair value of listed equity shares, convertible preference shares and mutual fund investments and Additional Tier-1\nperpetual bonds are taken to ‘Revenue and other reserves’ in the balance sheet for general insurance business.\n\nInsurance subsidiaries assess at each\nbalance sheet date whether there is any indication that any investment may be impaired. If any such indication exists, the carrying value\nof such investment is reduced to its recoverable amount and the impairment loss is recognised in the revenue(s)/profit and loss account.\nThe previously impaired loss is also reversed on disposal/realisation of securities and results thereon are recognised.\n\nThe total proportion of investments other than\nlinked investments, for which subsidiaries have applied accounting policies different from the Bank as mentioned above, is approximately\n20.49% of the total investments at March 31, 2026 (March 31, 2025: 22.66%).\n\n**3.****Loans and other credit facilities**\n\ni)The Bank and domestic subsidiaries (excluding insurance subsidiaries) classifies its loans and investments,\nincluding at overseas branches and overdues arising from crystallised derivative contracts, into performing and NPAs in accordance with\nRBI guidelines. Loans and advances held at the overseas branches that are identified as impaired as per host country regulations but which\nare standard as per the extant RBI guidelines, are classified as NPAs to the extent of amount outstanding in the respective host country.\nFurther, NPAs are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by RBI. Interest on non-performing\nadvances is transferred to an interest suspense account and not recognised in profit and loss account until received.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries) considers an account as restructured, where for economic or legal reasons relating to the borrower’s\nfinancial difficulty, the Bank and domestic subsidiaries (excluding insurance subsidiaries) grants concessions to the borrower, that the\nBank and domestic subsidiaries (excluding insurance subsidiaries) would not otherwise consider. The moratorium granted to the borrowers\nbased on RBI guidelines is not\n\nF-36\n\naccounted as restructuring of loan.\nCertain specified guidelines by RBI requires the asset classification to be maintained as ‘Standard’. Therefore, the borrowers\nwhere resolution plan was implemented under these guidelines are classified as standard restructured.\n\nNon-performing and restructured\nloans are upgraded to standard as per the extant RBI guidelines or host country regulations, as applicable.\n\nIn the case of corporate loans\nand advances, provisions are made for sub-standard and doubtful assets as per internal provisioning norms, subject to minimum provisioning\nrequirements of RBI. Loss assets and the unsecured portion of doubtful assets are fully provided. For impaired loans and advances held\nin overseas branches, which are performing as per RBI guidelines, provisions are made as per the host country regulations. For loans and\nadvances held in overseas branches, which are NPAs both as per the RBI guidelines and host country guidelines, provisions are made at\nthe higher of the provisions required as per internal provisioning norms and host country guidelines, provisions on non-performing retail\nloans and advances, subject to minimum provisioning requirements of RBI, are made on the basis of the ageing of the loan. The specific\nprovisions on non-performing loans and advances held by the Bank and domestic subsidiaries (excluding insurance subsidiaries) are higher\nthan the minimum regulatory requirements.\n\nIn respect of non-retail loans\nreported as fraud to RBI, the entire amount is provided over a period not exceeding four quarters starting from the quarter in which fraud\nhas been declared. In respect of non-retail loans which are classified as loss accounts, the entire amount is provided immediately. Also,\nin case of fraud in retail accounts, the entire amount is provided immediately. In respect of borrowers classified as non-cooperative\nborrowers or willful defaulters, the Bank makes accelerated provisions as per RBI guidelines.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries) holds specific provisions against non-performing loans and advances, and against certain performing\nloans and advances in accordance with RBI directions.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries) makes provision on restructured loans subject to minimum requirements as per RBI guidelines. Provision\ndue to diminution in the fair value of restructured/rescheduled loans and advances is made in accordance with the applicable RBI guidelines.\n\nThe NPAs are written-off in accordance\nwith the internal policy and in accordance with RBI guidelines. Amounts recovered against bad debts written-off are recognised in the\nprofit and loss account.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries) maintains general provision on performing loans and advances in accordance with the RBI guidelines,\nincluding provisions on loans to borrowers having unhedged foreign currency exposure, provisions on loans to specific borrowers in specific\nstressed sector, provision on exposures to step-down subsidiaries of Indian companies and provision on incremental exposure to borrowers\nidentified as per RBI’s large exposure framework. For performing loans and advances in overseas branches, the general provision\nis made at higher of aggregate provision required as per host country regulations and RBI requirement.\n\nIn addition to the provisions required\nto be held according to the asset classification status, provisions are held for individual country exposures including indirect country\nrisk (other than for home country exposure). The countries are categorised into seven risk categories namely insignificant, low, moderately\nlow, moderate, moderately high, high and very high, and\n\nF-37\n\nprovisioning is made on exposures\nwith contractual maturity exceeding 180 days on a graded scale ranging from 0.25% to 25.00%. For exposures with contractual maturity of\nless than 180 days, provision is required to be held at 25% of the rates applicable to exposures exceeding 180 days. The indirect exposure\nis reckoned at 50% of the exposure. If the Bank’s net funded exposure in respect of a country is less than 1% of its total assets,\nno provision is required on such country exposure.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries) makes additional provisions as per RBI guidelines for the cases where viable resolution plan has not\nbeen implemented within the timelines prescribed by the RBI from the date of default. These additional provisions are written-back on\nsatisfying the conditions for reversal as per RBI guidelines.\n\nThe Bank and domestic subsidiaries\n(excluding insurance subsidiaries), on prudent basis, has made contingency provision on certain loan portfolios, following the Covid-19\npandemics as well as specific geo-political escalations. The Bank also makes additional contingency provision on certain standard assets.\nThe contingency provision is included in ‘Schedule 5 - Other Liabilities and Provisions’.\n\nThe Bank has a Board approved policy\nfor making floating provision, which is in addition to the specific and general provisions made by the Bank. The floating provision can\nbe utilised, with the approval of Board and RBI, in case of contingencies which do not arise in the normal course of business and are\nexceptional and non-recurring in nature and for making specific provision for impaired loans as per the requirement if extant RBI guidelines\nor any regulatory guidance/instructions. The floating provision is netted-off from advances.\n\nii)In the case of the Bank’s UK subsidiary, loans are stated net of allowance for credit losses. Loans\nare classified as impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or\nmore events that occurred after the initial recognition on the loan (a loss event) and that loss event (or events) has an impact on the\nestimated future cash flows of the loans that can be reliably estimated. An allowance for impairment losses is maintained at a level that\nmanagement considers adequate to absorb identified credit related losses as well as losses that have occurred but have not yet been identified.\n\niii)The Bank’s Canadian subsidiary measures impairment loss on all financial assets using expected credit\nloss (ECL) model based on a three-stage approach. The ECL for financial assets that are not credit-impaired and for which there is no\nsignificant increase in credit risk since origination, is computed using 12-month probability of default (PD) and represents the lifetime\ncash shortfalls that will result if a default occurs in next 12 months. The ECL for financial assets, that are not credit-impaired but\nhave experienced a significant increase in credit risk since origination, is computed using a lifetime PD, and represents lifetime cash\nshortfalls that will result if a default occurs during the expected life of financial assets. A financial asset is considered credit-impaired\nwhen one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. The allowance\nfor credit losses for impaired financial assets is computed based on individual assessment of expected cash flows from such assets.\n\nThe total proportion of loans for which\nsubsidiaries have applied accounting policies different from the Bank as mentioned above, is approximately 2.67 % of the total loans at\nMarch 31, 2026 (March 31, 2025: 2.74%).\n\n**4.****Transfer and servicing of assets**\n\nF-38\n\nThe Bank transfers commercial and consumer\nloans through securitisation transactions. The transferred loans are de-recognised and gains/losses are accounted, only if the Bank surrenders\nthe rights to benefits specified in the underlying securitised loan contract. Recourse and servicing obligations are accounted for net\nof provisions.\n\nIn accordance with the RBI guidelines\nfor securitisation of standard assets, with effect from February 1, 2006, the profit/premium arising from securitisation is amortised\nover the life of the securities issued or to be issued by the special purpose vehicle to which the assets are sold. With effect from May\n7, 2012, the RBI guidelines require the profit/premium arising from securitisation to be amortised based on the method prescribed in the\nguidelines. As per the RBI guidelines issued on September 24, 2021, gain realised at the time of securitisation of loans is accounted\nthrough profit and loss account on completion of transaction. The Bank accounts for any loss arising from securitisation immediately at\nthe time of sale.\n\nThe unrealised gains, associated with\nexpected future margin income is recognised in profit and loss account on receipt of cash, after absorbing losses, if any.\n\nNet income arising from sale of loan\nassets through direct assignment with recourse obligation is amortised over the life of underlying assets sold and net income from sale\nof loan assets through direct assignment, without any recourse obligation, is recognised at the time of sale. Net loss arising on account\nof direct assignment of loan assets is recognised at the time of sale. As per the RBI guidelines issued on September 24, 2021, any\nloss or realised gain from sale of loan assets through direct assignment is accounted through profit and loss account on completion of\ntransaction.\n\nThe acquired loans is carried at acquisition\ncost. In case premium is paid on a loan acquired, premium is amortised over the loan tenure.\n\nIn accordance with RBI guidelines, in\ncase of non-performing loans sold to Asset Reconstruction Companies (ARCs), the Bank reverses the excess provision in profit and loss\naccount in the year in which amounts are received. Any shortfall of sale value over the net book value on sale of such assets is recognised\nby the Bank in the year in which the loan is sold.\n\nThe Canadian subsidiary has entered into securitisation\narrangements in respect of its originated and purchased mortgages. ICICI Bank Canada either retains substantially all the risk and rewards\nor retains control over these mortgages, hence these arrangements do not qualify for de-recognition accounting under their local accounting\nstandards. It continues to recognise the mortgages securitised as “Loans and Advances” and the amounts received through securitisation\nare recognised as “Other borrowings”.\n\n**5.****Fixed assets (Property, Plant and Equipment)**\n\nFixed assets, other than premises of the Bank\nand domestic subsidiaries (excluding insurance subsidiaries) are carried at cost less accumulated depreciation and impairment, if any.\nPremises of the Bank and domestic subsidiaries (excluding insurance subsidiaries) are carried at revalued amount, being fair value at\nthe date of revaluation less accumulated depreciation. Cost includes freight, duties, taxes and incidental expenses related to the acquisition\nand installation of the asset.\n\nDepreciation is charged over the estimated useful\nlife of fixed assets on a straight-line basis. Assets purchased/sold during the year are depreciated on a pro-rata basis for the actual\nnumber of days the asset has been capitalised. The Group assets individually costing up to Rs. 5,000/- are depreciated fully in the year\nof acquisition.\n\nF-39\n\nIn case of revalued/impaired assets, depreciation\nis provided over the remaining useful life of the assets with reference to revised asset values. In case of premises, which are carried\nat revalued amounts, the depreciation on the excess of revalued amount over historical cost is transferred from Revaluation Reserve to\nGeneral Reserve annually. Profit on sale of premises by the Bank is appropriated to capital reserve, net of transfer to Statutory Reserve\nand taxes, in accordance with RBI guidelines.\n\nThe useful lives of the groups of fixed assets\nare given below.\n\n**Asset**\n**Useful life**\n\nPremises\n60 years\n\nLease assets and improvement to leasehold properties\n60 years or lease period whichever is lower\n\nATMs1,2\n5 - 8 years\n\nPlant and Machinery1 (including office equipment)\n3 - 10 years\n\nElectric installation and equipments\n3 - 15 years\n\nComputers\n3 - 5 years\n\nServers and network equipment1\n3 - 10 years\n\nFurniture and fixtures1\n5 - 10 years\n\nMotor vehicles1\n5 years\n\nOthers (including software)1,3\n3 - 5 years\n\n1.The useful life of fixed assets is based on historical experience of the Group, which is different from\nthe useful life as prescribed in Schedule II to the Companies Act, 2013.\n\n2.Cash acceptor machine\n\n3.Excludes software, which are procured based on licensing arrangements and depreciated over the period\nof license.\n\n4.Assets at residences of Bank’s employees are depreciated over the estimated useful life of 5 years.\n\n**Non-banking assets**\n\nNon-banking assets (NBAs) acquired in satisfaction\nof claims are valued at the market value on a distress sale basis or value of loan, whichever is lower. Further, the Bank creates provision\non these assets as per the extant RBI guidelines or specific RBI directions.\n\n**6.****Translation of foreign currency items**\n\nThe consolidated financial statements of the Group\nare reported in Indian rupees (Rs.), the national currency of India. Foreign currency income and expenditure items of domestic operations\nare translated at the exchange rates prevailing on the date of the transaction. Income and expenditure items of integral foreign operations\n(representative offices) are translated at daily closing rates, and income and expenditure items of non-integral foreign branches and\noffshore banking units are translated at quarterly average rates and foreign subsidiaries are translated at year to date average rate.\n\nMonetary foreign currency assets and liabilities\nof domestic and integral foreign operations are translated at closing exchange rates notified by Foreign Exchange Dealers’ Association\nof India (FEDAI) relevant to the balance sheet date and the resulting gains/losses are recognised in the profit and loss account.\n\nBoth monetary and non-monetary foreign currency\nassets and liabilities of non-integral foreign operations are translated at relevant closing exchange rates notified by FEDAI at the balance\nsheet date and the resulting gains/losses from exchange differences are accumulated in the foreign currency translation reserve until\nthe disposal of the net investment in the non-integral foreign operations. Pursuant to RBI guideline, the Bank does not recognise the\ncumulative/proportionate amount of such exchange differences as income or expenses, which relate to repatriation of accumulated retained\nearnings from overseas operations, in the profit and loss account.\n\nF-40\n\nContingent liabilities on account of guarantees,\nendorsements and other obligations denominated in foreign currencies are disclosed at the closing exchange rates notified by FEDAI relevant\nto the balance sheet date.\n\n**7.****Foreign exchange and derivative contracts**\n\nDerivative transactions comprises of forward contracts,\nfutures, swaps and options. The Group undertakes derivative transactions for trading and hedging balance sheet assets and liabilities.\n\nThe forward exchange contracts that are not intended\nfor trading and are entered into to establish the amount of reporting currency required or available at the settlement date of a transaction\nare effectively valued at closing spot rate. The premium or discount arising on inception of such forward exchange contracts is amortised\nover the life of the contract as interest income/expense. All other outstanding forward exchange contracts are revalued based on the exchange\nrates notified by FEDAI for specified maturities and at interpolated rates for contracts of interim maturities. The contracts of longer\nmaturities where exchange rates are not notified by FEDAI are revalued based on the forward exchange rates implied by the swap curves\nin respective currencies. The resultant gains or losses are recognised in the profit and loss account.\n\nThe swap contracts entered to hedge on-balance\nsheet assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet\nitems. The impact of such derivative instruments is correlated with the movement of underlying assets and liabilities and accounted pursuant\nto the principles of hedge accounting. The Group identifies the hedged item (asset or liability) at the inception of the transaction itself.\nHedge effectiveness is ascertained at the time of the inception of the hedge and periodically thereafter. Based on RBI circular issued\non June 26, 2019, the accounting of hedge relationships established after June 26, 2019 is in accordance with the Guidance note on Accounting\nfor Derivative Contracts issued by ICAI. The swaps under hedge relationships established prior to that date are accounted for on an accrual\nbasis and are not marked to market unless their underlying transaction is marked-to-market. Gains or losses arising from hedge ineffectiveness,\nif any, are recognised in the profit and loss account except in the case of the Bank’s overseas banking subsidiaries.\n\nIn overseas subsidiaries, in case of fair value\nhedge, the hedging transactions and the hedged items (for the risks being hedged) are measured at fair value with changes recognised in\nthe profit and loss account and in case of cash flow hedges, changes in the fair value of effective portion of the cash flow hedge are\ntaken to ‘Revenue and other reserves’ and ineffective portion, if any, are recognised in the profit and loss account.\n\nThe derivative contracts entered into for trading\npurposes are marked to market and the resulting gain or loss is accounted for in the profit and loss account. Marked to market values\nof such derivatives are classified as assets when the fair value is positive or as liabilities when the fair value is negative. Premium\nfor Foreign currency/ Indian rupees option transaction is recognised as income/expense on expiry or early termination of the transaction.\nMark to market gain/loss (adjusted for premium received/paid on options contracts) is recorded in the profit and loss account. The gain\nor loss arising on unwinding or termination of the contracts, is accounted for in the Profit and Loss account. Currency futures contracts\nare marked to market using daily settlement price on a trading day, which is the closing price of the respective futures contracts on\nthat day. Pursuant to RBI guidelines, any receivables under derivative contracts which remain overdue for more than 90 days and mark-to-market\ngains on other derivative contracts with the same counter-parties are reversed through the profit and loss account.\n\n**8.****Employee Stock Option Scheme (ESOS) and Employee Stock Unit Scheme (ESUS)**\n\nThe following entities within the Group have granted\nstock options/units to their employees:\n\n·ICICI Bank Limited\n\nF-41\n\n·ICICI Prudential Life Insurance Company Limited\n\n·ICICI Lombard General Insurance Company Limited\n\n·ICICI Securities Limited (till FY2025)\n\nThe Employees Stock Option Scheme 2000 (Option\nScheme) of the Bank provides for grant of options on the Bank’s equity shares to wholetime directors and employees of the Bank and\nits subsidiaries. The options granted vest in a graded manner and may be exercised within a specified period.\n\nThe Employees Stock Unit Scheme - 2022 (Unit Scheme)\nprovides for grant of units at face value to the eligible employees of the Bank and its subsidiaries. The units granted vest in a graded\nmanner and as per vesting criteria and may be exercised within a specified period.\n\nThe Bank uses Black-Scholes model to fair value\nthe options/units on the grant date and the inputs used in the valuation model include assumptions such as the expected life of the share\noption/units, volatility, risk free rate and dividend yield.\n\nFor stock options granted prior to March 31, 2021,\nthe Bank recognised cost of stock options granted under Employee Stock Option Scheme, using intrinsic value method. Under Intrinsic value\nmethod, options cost is measured as the excess, if any, of the fair market price of the underlying stock over the exercise price on the\ngrant date.\n\nPursuant to RBI clarification dated August 30,\n2021, the cost of stock options/units granted after March 31, 2021 is recognised based on fair value method. The cost of stock options/units\ngranted up to March 31, 2021 continues to be recognised on intrinsic value method.\n\nThe cost of stock options/units is recognised\nin the profit and loss account over the vesting period.\n\nIn case of modification/cancellations and replacements\nof options/units already granted, the Bank measures the incremental fair value of options/units as a difference between the fair value\nof modified options/units and that of the original options/units both measured on the modification date and recognises the same over the\nremaining vesting period.\n\nOn exercise of the stock options/units, corresponding\nbalance in Employee Stock Options/Units Outstanding is transferred to Securities Premium. In respect of the options/units lapses, the\ncorresponding balance in Employee Stock Options/Units Outstanding is transferred to General Reserve.\n\nICICI Prudential Life Insurance Company Limited,\nICICI Lombard General Insurance Company Limited and ICICI Securities Limited have also formulated similar stock options/units schemes\nfor their employees for grant of equity shares of their respective companies. The intrinsic value method is followed by ICICI Prudential\nLife Insurance Company Limited and ICICI Lombard General Insurance Company Limited to account for their stock-based employee compensation\nplans. Compensation cost is measured as the excess, if any, of the fair market price of the underlying stock over the exercise price on\nthe grant date and amortised over the vesting period. The fair market price is the closing price on the stock exchange with the highest\ntrading volume of the underlying shares of the Bank, ICICI Prudential Life Insurance Company Limited, ICICI Lombard General Insurance\nCompany Limited and ICICI Securities Limited, immediately prior to the grant date.\n\nF-42\n\n**9.****Employee benefits**\n\n**Gratuity**\n\nThe Group pays gratuity, a defined benefit plan,\nto employees who retire or resign after a minimum prescribed period of continuous service and in case of employees at overseas locations\nas per the rules in force in the respective countries. The Group makes contribution to recognised trusts which administer the funds on\ntheir own account or through insurance companies.\n\nActuarial valuation of the gratuity liability\nis determined by an independent actuary appointed by the Group. Actuarial valuation of gratuity liability is determined based on certain\nassumptions regarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method. The actuarial\ngains or losses arising during the year are recognised in the profit and loss account.\n\n**Superannuation Fund and National Pension Scheme**\n\nThe Bank has a superannuation fund, a defined\ncontribution plan, which is administered by trustees and managed by insurance companies. The Bank contributes maximum 15.0% of the total\nannual basic salary for certain employees to superannuation funds. ICICI Prudential Life Insurance Company Limited, ICICI Prudential Asset\nManagement Company Limited, ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited and ICICI Investment Management\nCompany Limited have accounted for superannuation liability based on a percentage of basic salary payable to eligible employees for the\nperiod of service.\n\nThe Group contributes up to 10.0% of the total\nbasic salary of certain employees to National Pension Scheme (NPS), a defined contribution plan, which is managed and administered by\npension fund management companies. The employees are given an option to receive the amount in cash in lieu of such contributions along\nwith their monthly salary during their employment.\n\nThe amounts so contributed/paid by the Group to\nthe superannuation fund and NPS or to employees during the year are recognised in the profit and loss account. The Group has no liability\ntowards future benefits under superannuation fund and national pension scheme other than its annual contribution.\n\n**Pension**\n\nThe Bank provides for pension, a defined benefit\nplan covering eligible employees of erstwhile Bank of Madura, erstwhile Sangli Bank and erstwhile Bank of Rajasthan. The Bank makes contribution\nto a trust which administers the funds on its own account or through insurance companies. The plan provides for pension payment including\ndearness relief on a monthly basis to these employees on their retirement based on the respective employee’s years of service with\nthe Bank and applicable salary.\n\nActuarial valuation of the pension liability is\ndetermined by an independent actuary appointed by the Bank. Actuarial valuation of pension liability is calculated based on certain assumptions\nregarding rate of interest, salary growth, mortality and staff attrition as per the projected unit credit method.\n\nThe actuarial gains or losses arising during the\nyear are recognised in the profit and loss account.\n\nEmployees covered by the pension plan are not\neligible for employer’s contribution under the provident fund plan.\n\nF-43\n\n**Provident fund**\n\nThe Group is statutorily required to maintain\na provident fund, a defined benefit plan, as a part of retirement benefits to its employees. Each employee contributes a certain percentage\nof his or her basic salary and the Group contributes an equal amount for eligible employees. The Group makes contribution as required\nby The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 to Employees’ Pension Scheme administered by the\nRegional Provident Fund Commissioner and the balance contributions are transferred to funds administered by trustees. The funds are invested\naccording to the rules prescribed by the Government of India. The Group recognises such contribution as an expense in the year in which\nit is incurred.\n\nInterest payable on provident fund should not\nbe lower than the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous\nProvisions Act, 1952. Actuarial valuation for the interest obligation on the provident fund balances is determined by an actuary appointed\nby the Group.\n\nThe actuarial gains or losses arising during the\nyear are recognised in the profit and loss account.\n\nThe overseas branches of the Bank and its eligible\nemployees contribute a certain percentage of their salary towards respective government schemes as per local regulatory guidelines. The\ncontribution made by the overseas branches is recognised in profit and loss account at the time of contribution.\n\n**Compensated absences**\n\nThe Group provides for compensated absences based\non actuarial valuation conducted by an independent actuary.\n\n**10.****Income taxes**\n\nIncome tax expense is the aggregate amount of\ncurrent tax and deferred tax expense incurred by the Group. The current tax expense and deferred tax expense is determined in accordance\nwith the provisions of the Income Tax Act, 1961 and as per Accounting Standard 22 - Accounting for Taxes on Income respectively. Deferred\ntax adjustments comprise changes in the deferred tax assets or liabilities during the year and change in tax rate.\n\nDeferred tax assets and liabilities are recognised\nby considering the impact of timing differences between taxable income and accounting income for the current year and carry forward losses.\nDeferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance\nsheet date. The impact of changes in the deferred tax assets and liabilities is recognised in the profit and loss account. In accordance\nwith paragraph 2A of AS 22, the Group has neither recognised nor disclosed deferred tax assets or liabilities in respect of Pillar Two\nincome taxes.\n\nDeferred tax assets are recognised and re-assessed\nat each reporting date, based upon the management’s judgement as to whether their realisation is considered as reasonably certain.\nHowever, in case of domestic companies, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax\nassets are recognised only if there is virtual certainty of realisation of such assets.\n\nIn the consolidated financial statements, deferred\ntax assets and liabilities are computed at an individual entity level and aggregated for consolidated reporting.\n\nF-44\n\nMinimum Alternate Tax (MAT) credit is recognised\nas an asset to the extent there is convincing evidence that the Group will pay normal income tax during specified period, i.e., the period\nfor which MAT credit is allowed to be carried forward as per prevailing provisions of the Income Tax Act 1961. In accordance with the\nrecommendation contained in the guidance note issued by ICAI, MAT credit is to be recognised as an asset in the year in which it becomes\neligible for set off against normal income tax. The Group reviews MAT credit entitlements at each balance sheet date and writes down the\ncarrying amount to the extent there is no longer convincing evidence to the effect that the Group will pay normal income tax during the\nspecified period.\n\n**11.****Impairment of assets**\n\nThe immovable fixed assets are reviewed for impairment\nwhenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is treated\nas impaired when its carrying amount exceeds its recoverable amount. The impairment is recognised by debiting the profit and loss account\nand is measured as the amount by which the carrying amount of the impaired assets exceeds their recoverable value. The Bank and its housing\nfinance subsidiary follows revaluation model of accounting for its premises and the recoverable amount of the revalued assets is considered\nto be close to its revalued amount. Accordingly, separate assessment for impairment of premises is not required.\n\nFor assets other than premises, the Group assesses\nat each balance sheet date whether there is any indication that an asset may be impaired. Impairment loss, if any, is provided in the\nprofit and loss account to the extent the carrying amount of assets exceeds their estimated recoverable amount.\n\n**12.****Provisions, contingent liabilities and contingent assets**\n\nThe Group estimates the probability of any loss\nthat might be incurred on outcome of contingencies on the basis of information available up to the date on which the consolidated financial\nstatements are prepared. A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable\nthat an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions\nare determined based on management estimates of amounts required to settle the obligation at the balance sheet date, supplemented by experience\nof similar transactions. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. In cases\nwhere the available information indicates that the loss on the contingency is reasonably possible but the amount of loss cannot be reasonably\nestimated, a disclosure to this effect is made in the consolidated financial statements. In case of remote possibility, neither provision\nnor disclosure is made in the consolidated financial statements. The Group does not account for or disclose contingent assets, if any.\n\nThe Bank estimates the probability of redemption\nof customer loyalty reward points using an actuarial method by employing an independent actuary and accordingly makes provision for these\nreward points. Actuarial valuation is determined based on certain assumptions regarding mortality rate, discount rate, cancellation rate\nand redemption rate.\n\n**13.****Earnings per share**\n\nBasic earnings per share is calculated by dividing\nthe net profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding\nfor the year.\n\nDiluted earnings per share reflect the potential\ndilution that could occur if contracts to issue equity shares were exercised or converted during the year. Diluted earnings per equity\nshare is computed using the weighted average number of equity shares and dilutive potential equity shares issued by the Group outstanding\nduring the year, except where the results are anti-dilutive.\n\nF-45\n\n**14.****Share issue expenses**\n\nShare issue expenses are deducted from Securities\nPremium Account in terms of Section 52 of the Companies Act, 2013.\n\n**15.****Bullion transaction**\n\nThe Bank deals in bullion business on a consignment\nbasis. The bullion is priced to the customers based on the price quoted by the supplier. The difference between price recovered from customers\nand cost of bullion is accounted for as commission at the time of sales to the customers. The Bank also deals in bullion on a borrowing\nand lending basis and the interest expense/income is accounted on accrual basis.\n\n**16.****Lease transactions**\n\nLease payments including cost escalations for\nassets taken on operating lease are recognised as an expense in the profit and loss account over the lease term on straight line basis.\nThe leases of property, plant and equipment, where substantially all of the risks and rewards of ownership are transferred to the Bank\nare classified as finance lease. Minimum lease payments under finance lease are apportioned between the finance costs and outstanding\nliability.\n\n**17.****Cash and cash equivalents**\n\nCash and cash equivalents include cash in hand,\nrupee digital currency, foreign currency notes, balances with RBI, balances with other banks and money at call and short notice.\n\n**18.****Segment Reporting**\n\nThe disclosure related to segment information\nis in accordance with AS-17, Segment Reporting and as per guidelines issued by RBI.\n\n**19.****Corporate Social Responsibility**\n\nExpenditure towards corporate social responsibility,\nin accordance with Companies Act, 2013, is recognised in the Profit and Loss Account.\n\n**20.****Claims and benefits paid**\n\nIn the case of general insurance business, claims\nincurred comprise claims paid, estimated liability for outstanding claims made following a loss occurrence reported and estimated liability\nfor claims incurred but not reported (IBNR) and claims incurred but not enough reported (IBNER). Further, claims incurred also include\nspecific claim settlement costs such as survey/legal fees and other directly attributable costs. Claims (net of amounts receivable from\nre-insurers/co-insurers) are recognised on the date of intimation based on internal management estimates or on estimates from surveyors/insured\nin the respective revenue account. Estimated liability for outstanding claims at the balance sheet date is recorded net of claims recoverable\nfrom/payable to co-insurers/re-insurers and salvage to the extent there is certainty of realisation and includes provision for solatium\nfund. Salvaged stock is recognised at estimated net realisable value based on independent valuer’s report. Estimated liability for\noutstanding claim is determined by the management on the basis of ultimate amounts likely to be paid on each claim based on the past experience\nand in cases where claim payment period exceeds four years based on actuarial valuation. These estimates are progressively revalidated\non availability of further information. Claims IBNR represent that amount of\n\nF-46\n\nclaims that may have been incurred during the\naccounting period but have not been reported or claimed. The claims IBNR provision also includes provision, if any, required for claims\nthat have been incurred but are not enough reported (IBNER). The provision for claims IBNR/claims IBNER is based on an actuarial estimate\nduly certified by the Appointed Actuary of the entity. The actuarial estimate is derived in accordance with relevant IRDAI regulations\nand Guidance Note GN 21 issued by the Institute of Actuaries of India.\n\nIn the case of life insurance business, benefits\npaid comprise policy benefits and claim settlement costs, if any. Death and rider claims are accounted for on receipt of intimation. Survival,\nmaturity and annuity benefits are accounted when due. Withdrawals and surrenders under non linked policies are accounted on the receipt\nof intimation. Amount payable on lapsed/discontinued policies are accounted for on expiry of lock-in-period of these policies. Surrenders,\nwithdrawals and lapsation are disclosed at net of charges recoverable. Claim settlement cost, legal and other fees form part of claim\ncost wherever applicable. Reinsurance claims receivable are accounted for in the period in which the claim is intimated and are netted\noff against benefits paid. Repudiated claims and other claims disputed before the judicial authorities are provided for on prudent basis\nas considered appropriate by the management.\n\n**21.****Liability for life policies in force**\n\nIn the case of life insurance business, the actuarial\nliabilities for life policies in force and policies where premiums are discontinued but a liability exists as at the valuation date, are\ncalculated in accordance with accepted actuarial practice, requirements of Insurance Act, 1938, as amended from time to time, and regulations\nnotified by the Insurance Regulatory and Development Authority of India, relevant Guidance Notes and Actuarial Practice Standards of the\nInstitute of Actuaries of India and regulations notified by International Financial Services Centres Authority for business sourced through\nICICI Prudential Life Insurance Company Limited, IFSC Insurance Office (Gandhinagar).\n\n**22.****Reserve for unexpired risk**\n\nReserve for unexpired risk is recognised net of\nre-insurance ceded and represents premium written that is attributable to and is to be allocated to succeeding accounting periods. For\nfire, marine cargo and miscellaneous business it is calculated on a daily pro-rata basis, except in the case of marine hull business which\nis computed at 100.00% of net premium written on all unexpired policies at balance sheet date.\n\n**23.****Actuarial method and valuation**\n\nIn the case of life insurance business, the actuarial\nliability on both participating and non-participating policies is calculated using the gross premium method, using assumptions for interest,\nmortality, morbidity, expense and inflation, and in the case of participating policies, future bonuses together with allowance for taxation\nand allocation of profits to shareholders. These assumptions are determined as prudent estimates at the date of valuation with allowances\nfor adverse deviations.\n\nThe liability for the unexpired portion of the\nrisk for the non-unit liabilities of linked business and attached riders is the higher of liability calculated using discounted cash flows\nand unearned premium reserves.\n\nAn unexpired risk reserve and a reserve in respect\nof claims incurred but not reported is held for contracts wherein there is a possibility of lag in intimation of claims.\n\nThe unit liability in respect of linked business\nis the value of the units standing to the credit of policyholders, using the Net Asset Value (NAV) prevailing at the valuation date.\n\nF-47\n\nMortality rates used are based on the published\n“Indian Assured Lives Mortality (2012-2014) Ult.” mortality table for assurances and “Indian Individual Annuitant’s\nMortality Table (2012-15)” table for annuities, adjusted to reflect expected experience. Morbidity rates used are based on CIBT\n93 table, adjusted for expected experience, or on risk rates supplied by reinsurers.\n\nExpenses are provided for at least at current\nlevels, in respect of renewal expenses, with no allowance for future improvements.\n\n**24.****Acquisition costs for insurance business**\n\nAcquisition costs are those costs that vary with\nand are primarily related to the acquisition of new and renewal of insurance contracts and are expensed in the period in which they are\nincurred.\n\nF-48\n\n**SCHEDULE 18: NOTES FORMING PART OF THE ACCOUNTS**\n\nThe following additional disclosures have been\nmade taking into account the requirements of Accounting Standards (AS) and Reserve Bank of India (RBI) guidelines.\n\n**1.****Earnings per share**\n\nBasic and diluted earnings per equity share are\ncomputed in accordance with AS 20 - Earnings per share. Basic earnings per equity share is computed by dividing net profit/(loss) after\ntax by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share is computed using the\nweighted average number of equity shares and weighted average number of dilutive potential equity shares outstanding during the year.\n\nThe following table sets forth, for the periods\nindicated, the computation of earnings per share.\n\nRs. in million,\nexcept per share data\n\n** Particulars**\n\n**Year ended **\n\n**March 31, **\n\n**2026 **\n\n**Year ended **\n\n**March 31, **\n\n**2025 **\n\nNet profit/(loss) attributable to equity shareholders used in computation of Basic EPS\n542,077.0\n510,292.0\n\nLess: Dilution impact of options granted by subsidiary and associate companies\n(237.9)\n(418.0)\n\nNet profit/(loss) attributable to equity shareholders used in computation of Diluted EPS\n541,839.1\n509,874.0\n\nNominal value per share (Rs.)\n2.00\n2.00\n\nBasic earnings per share (Rs.)\n75.89\n72.41\n\nEffect of potential equity shares (Rs.)\n(1.12)\n(1.27)\n\nDiluted earnings per share (Rs.)1\n74.77\n71.14\n\nReconciliation between weighted shares used in computation of basic and diluted earnings per share\n\nWeighted average number of equity shares outstanding used in computation of Basic EPS\n7,142,831,136\n7,047,535,896\n\nAdd: Effect of potential equity shares\n104,051,422\n119,746,543\n\nWeighted average number of equity shares outstanding used in computation of Diluted EPS\n7,246,882,558\n7,167,282,439\n\n1.The dilutive impact is due to options/units granted to employees by the Group.\n\nF-49\n\n**2.****Related party transactions**\n\nThe Group has transactions with its\nrelated parties comprising associates/other related entities, key management personnel and relatives of key management personnel.\n\n**I.****Related parties**\n\n**Associates/other related entities**\n\n**Name of the entity**\n**Nature of relationship**\n\nArteria Technologies Private Limited\nAssociate\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)1\nAssociate\n\nIndia Advantage Fund III2\nAssociate\n\nIndia Advantage Fund IV2\nAssociate\n\nIndia Infradebt Limited\nAssociate\n\nNIIT Institute of Finance, Banking and Insurance Training Limited1\nAssociate\n\nComm Trade Services Limited3\nOther related entity\n\nICICI Foundation for Inclusive Growth\nOther related entity\n\nCheryl Advisory Private Limited\nEnterprises over which KMP/relatives of KMP have control/significant influence\n\nFactoryOS Private Limited4\nEnterprises over which KMP/relatives of KMP have control/significant influence\n\nChamunda Diamonds5\nEnterprises over which KMP/relatives of KMP have control/significant influence\n\nGENEZEN6\nEnterprises over which KMP/relatives of KMP have control/significant influence\n\nProcedium Strategy LLP4\nEnterprises over which KMP/relatives of KMP have control/significant influence\n\n1.During Q1-2026, FISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant\nServices Private Limited) and NIIT Institute of Finance, Banking and Insurance Training Limited ceased to be related parties of the Bank.\n\n2.During Q2-2026, India Advantage Fund III & India Advantage Fund IV ceased to\nbe related parties of the Bank.\n\n3.During Q1-2025, Comm Trade Services Limited ceased to be a related party of the\nBank.\n\n4.From Q4-2025, Procedium Strategy LLP and FactoryOS Private Limited are considered\nas related parties of the Bank.\n\n5.From Q1-2025, Chamunda Diamonds is considered as a related party of the Bank.\n\n6.From Q1-2026, GENEZEN is considered as a related party of the Bank.\n\nF-50\n\n**Key Management Personnel**\n\n**Name of Key Management Personnel**\n**Relative of Key Management Personnel**\n\nMr. Sandeep Bakhshi\nMs. Aishwarya Shivam Bakhshi\n\nMr. Ashwin Pradhan\n\nMs. Esha Bakhshi\n\nMs. Minal Bakhshi\n\nMs. Mona Bakhshi\n\nMs. Radhika Bakhshi\n\nMr. Ritwik Thakurta\n\nMr. Sameer Bakhshi\n\nMr. Shivam Bakhshi\n\nMr. Sandeep Batra\nMs. Arushi Batra\n\nMr. Pranav Batra\n\nMr. Sarthak Shah\n\nMs. Veena Batra\n\nMr. Vivek Batra\n\nMr. Rakesh Jha\nMs. Aparna Ahuja\n\nMs. Apoorva Jha Bansal\n\nMr. Narendra Kumar Jha\n\nMr. Navin Ahuja\n\nLate Ms. Pushpa Jha\n\nMr. Rajesh Jha\n\nMr. Sachchit Jha\n\nMs. Sanjali Jha\n\nMr. Sharad Bansal\n\nMs. Swati Jha\n\nMr. Ajay Gupta\nMr. Akhil Gupta\n\nMr. Aneesh Gupta\n\nMs. Aparna Gupta\n\nMr. Ashok Gupta\n\nMs. Madhu Gupta\n\nMs. Maitri Sanjay Thakker\n\nMs. Rita Agarwal\n\nMs. Shabnam Gupta\n\nMs. Shanti Gupta\n\nShyam Lall Gupta HUF\n\nMr. Vinay Gupta\n\nF-51\n\n**II.****Transactions with related parties**\n\nThe following table sets forth, for\nthe periods indicated, the significant transactions between the Group and its related parties.\n\nRs. in million\n\n**Particulars**\n**Year ended\nMarch 31,\n2026**\n**Year ended\nMarch 31,\n2025**\n\n**Interest income**\n**427.4**\n**645.4**\n\nAssociates/others\n425.7\n643.4\n\nKey management personnel\n1.7\n2.0\n\n**Income from services rendered**\n**56.2**\n**329.8**\n\nAssociates/others\n54.1\n327.8\n\nKey management personnel\n2.0\n1.9\n\nRelatives of key management personnel\n0.1\n0.1\n\n**Dividend income**\n**106.5**\n**106.5**\n\nAssociates/others\n106.5\n106.5\n\n**Income from shared services**\n**13.6**\n**27.1**\n\nAssociates/others\n13.6\n27.1\n\n**Insurance premium received**\n**28.2**\n**25.8**\n\nAssociates/others\n21.6\n19.9\n\nKey management personnel\n0.7\n0.4\n\nRelatives of key management personnel\n5.9\n5.5\n\n**Interest expense**\n**89.6**\n**115.4**\n\nAssociates/others\n48.6\n83.9\n\nKey management personnel\n28.3\n21.6\n\nRelatives of key management personnel\n12.7\n9.9\n\n**Expenses for services received**\n**345.5**\n**1,193.4**\n\nAssociates/others\n345.5\n1,193.4\n\n**Expenses for shared services and other payments**\n**1.7**\n**2.1**\n\nKey management personnel\n1.7\n2.1\n\n**Insurance claims, surrenders and annuities paid**\n**25.6**\n**4.3**\n\nAssociates/others\n25.0\n3.7\n\nKey management personnel\n0.6\n0.6\n\n**CSR expenses**\n**11,371.7**\n**9,093.9**\n\nAssociates/others\n11,371.7\n9,093.9\n\n**Remuneration to wholetime directors2**\n**382.6**\n**365.1**\n\nKey management personnel\n382.6\n365.1\n\n**Value Of ESOPs Exercised**\n**769.4**\n**476.6**\n\nKey management personnel\n769.4\n476.6\n\n**Dividend paid**\n**22.8**\n**21.8**\n\nAssociates/others\n0.0\n..\n\nF-52\n\n**Particulars**\n**Year ended\nMarch 31,\n2026**\n**Year ended\nMarch 31,\n2025**\n\nKey management personnel\n15.8\n14.1\n\nRelatives of key management personnel\n7.0\n7.7\n\n**Volume of fixed deposits accepted**\n**1,744.4**\n**17,281.1**\n\nAssociates/others\n1,091.9\n16,881.7\n\nKey management personnel\n562.7\n309.5\n\nRelatives of key management personnel\n89.8\n89.9\n\n**Capital Infusion**\n**17.5**\n**5.8**\n\nAssociates/others\n17.5\n5.8\n\n**Investments in the securities issued by related parties**\n**18,670.2**\n**27,497.3**\n\nAssociates/others\n18,670.2\n27,497.3\n\n**Redemption/buyback of investments by related parties**\n**2,842.1**\n**328.2**\n\nAssociates/others\n2,842.1\n328.2\n\n**Sale of Loan**\n**3,569.1**\n** ..**\n\nAssociates/others\n3,569.1\n..\n\n**Purchases of fixed assets**\n**1.0**\n**2.7**\n\nAssociates/others\n1.0\n2.7\n\n**Forex/swaps/derivatives and forwards transactions entered (notional value)**\n**72.5**\n**763.7**\n\nAssociates/others\n72.5\n763.7\n\n**Guarantees/letters of credit given by the Group during the period**\n**2,014.7**\n**140.3**\n\nAssociates/others\n2,014.7\n140.3\n\n1.0.0 represents insignificant amount.\n\n2.Excludes the perquisite value on employee stock options exercised and includes\nperformance bonus paid during the period.\n\n**III.****Material transactions with related parties**\n\nThe following table sets forth, for\nthe periods indicated, the material transactions between the Group and its related parties. A specific related party transaction is disclosed\nas a material related party transaction wherever it exceeds 10% of all related party transactions in that category.\n\nRs. in million\n\n**Particulars**\n**Year ended\nMarch 31,\n2026**\n**Year ended\nMarch 31,\n2025**\n\n**Interest income**\n\nIndia Infradebt Limited\n417.2\n633.6\n\n**Income from services rendered**\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\n35.0\n276.8\n\nF-53\n\nRs. in million\n\n**Particulars**\n**Year ended\nMarch 31,\n2026**\n**Year ended\nMarch 31,\n2025**\n\nIndia Infradebt Limited\n14.1\n50.0\n\n**Dividend income**\n\nIndia Infradebt Limited\n106.5\n106.5\n\n**Income from shared services**\n\nICICI Foundation for Inclusive Growth\n13.5\n27.0\n\n**Insurance premium received**\n\nICICI Foundation for Inclusive Growth\n18.2\n14.7\n\nIndia Infradebt Limited\n3.2\n2.8\n\nAparna Gupta\n5.0\n5.0\n\n**Interest expense**\n\nArteria Technologies Private Limited\n44.9\n20.7\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\n0.1\n29.3\n\nICICI Foundation for Inclusive Growth\n0.4\n18.3\n\nNIIT Institute of Finance, Banking and Insurance Training Limited\n3.2\n15.6\n\nRakesh Jha\n24.9\n16.8\n\n**Expenses for services received**\n\nArteria Technologies Private Limited\n167.9\n142.8\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\n177.6\n1,050.6\n\n**Expenses for shared services and other payments**\n\nAjay Gupta\n0.4\n0.8\n\nRakesh Jha\n0.5\n0.6\n\nSandeep Batra\n0.8\n0.7\n\n**Insurance claims, surrenders and annuities paid**\n\nICICI Foundation for Inclusive Growth\n25.0\n3.7\n\nSandeep Bakhshi\n0.5\n0.5\n\n**CSR expenses**\n\nICICI Foundation for Inclusive Growth\n11,371.7\n9,093.9\n\n**Remuneration to wholetime directors**\n\nAjay Gupta\n87.6\n79.7\n\nRakesh Jha\n93.4\n89.6\n\nSandeep Bakhshi\n106.2\n104.5\n\nSandeep Batra\n95.4\n91.3\n\n**Value of ESOPs exercised**\n\nAjay Gupta\n30.2\n41.6\n\nRakesh Jha\n214.8\n99.8\n\nSandeep Bakhshi\n284.6\n213.8\n\nSandeep Batra\n239.9\n121.4\n\nF-54\n\nRs. in million\n\n**Particulars**\n**Year ended\nMarch 31,\n2026**\n**Year ended\nMarch 31,\n2025**\n\n**Dividend paid**\n\nAjay Gupta\n5.5\n5.9\n\nRakesh Jha\n0.6\n0.6\n\nSandeep Bakhshi\n3.3\n4.1\n\nSandeep Batra\n6.3\n3.5\n\nShivam Bakhshi\n2.7\n4.1\n\n**Volume of fixed deposits accepted**\n\nArteria Technologies Private Limited\n1,059.9\n412.8\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\n..\n16,255.0\n\nRakesh Jha\n460.7\n172.1\n\n**Capital Infusion**\n\nArteria Technologies Private Limited\n17.5\n5.8\n\n**Investments in the securities issued by related parties**\n\nIndia Infradebt Limited\n18,670.2\n27,497.3\n\n**Redemption/buyback of investments by related parties**\n\nIndia Advantage Fund III\n61.5\n142.9\n\nIndia Advantage Fund IV\n80.6\n185.3\n\nIndia Infradebt Limited\n2,700.0\n..\n\n**Sale of Loan**\n\nIndia Infradebt Limited\n3,569.1\n..\n\n**Purchases of fixed assets**\n\nArteria Technologies Private Limited\n1.0\n2.7\n\n**Forex/swaps/derivatives and forwards transactions entered (notional value)**\n\nArteria Technologies Private Limited\n72.5\n116.4\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)\n..\n647.4\n\n**Guarantees/letters of credit given by the Group**\n\nICICI Foundation for Inclusive Growth\n2,013.1\n140.3\n\n1. 0.0 represents insignificant amount.\n\n**IV.****Related party outstanding balances**\n\nThe following table sets forth,\nfor the periods indicated, the balances payable to/receivable from related parties.\n\nRs. in million\n\n**Particulars**\n**At March 31, 2026**\n**At March 31, 2025**\n\n**Deposits accepted**\n**4,443.4**\n**2,068.4**\n\nF-55\n\n**Particulars**\n**At March 31, 2026**\n**At March 31, 2025**\n\nAssociates/others\n3,350.2\n1,385.0\n\nKey management personnel\n879.9\n496.5\n\nRelatives of key management personnel\n213.3\n186.9\n\n**Investments of related parties in the Group**\n**11.7**\n**9.2**\n\nAssociates/others\n0.0\n..\n\nKey management personnel\n5.4\n2.9\n\nRelatives of key management personnel\n6.3\n6.3\n\n**Payables**\n**3,834.1**\n**5,103.7**\n\nAssociates/others\n3,833.3\n5,102.4\n\nKey management personnel\n0.2\n0.2\n\nRelatives of key management personnel\n0.6\n1.1\n\n**Investments of the Group**\n**13,479.3**\n**12,735.1**\n\nAssociates/others\n13,479.3\n12,735.1\n\n**Advances by the Group**\n**144.3**\n**119.6**\n\nAssociates/others\n101.7\n72.9\n\nKey management personnel\n40.0\n45.4\n\nRelatives of key management personnel\n2.6\n1.3\n\n**Receivables**\n**198.2**\n**221.0**\n\nAssociates/others\n198.2\n221.0\n\nKey management personnel\n..\n..\n\nRelatives of key management personnel\n..\n0.0\n\n**Guarantees issued by the Group**\n**2,013.1**\n**197.7**\n\nAssociates/others\n2,013.1\n197.7\n\n1. 0.0 represents insignificant amount.\n\nF-56\n\n**V.****Related party maximum balances**\n\nThe following table sets forth, for\nthe periods indicated, the maximum balances payable to/receivable from related parties.\n\nRs. in million\n\n**Particulars**\n**Year ended\nMarch 31, 2026**\n**Year ended\nMarch 31, 2025**\n\n**Deposits accepted**\n\nKey management personnel\n879.9\n727.3\n\nRelatives of key management personnel\n243.4\n197.1\n\n**Investments of related parties in the Group**\n\nKey management personnel\n5.4\n3.1\n\nRelatives of key management personnel\n6.3\n6.3\n\n**Payables**\n\nKey management personnel\n0.2\n0.2\n\nRelatives of key management personnel\n1.0\n1.5\n\n**Advances by the Group**\n\nKey management personnel\n99.7\n68.9\n\nRelatives of key management personnel\n3.7\n6.9\n\n**Receivables**\n\nKey management personnel\n0.1\n0.1\n\nRelatives of key management personnel\n..\n0.0\n\n1.Maximum balance of ‘Payables’, ‘Receivables’ and ‘Investments\nof related parties in the Group’ is determined based on comparison of the total outstanding balances at each quarter end during\nthe financial year.\n\n2.0.0 represents insignificant amount.\n\nF-57\n\n**3.****Employee Stock Option Scheme (ESOS)/ Employees Stock Unit Scheme (ESUS)**\n\n**ICICI Bank:**\n\nIn terms of the ESOS, as amended, the maximum\nnumber of options granted to any eligible employee in a financial year shall not exceed 0.05% of the issued equity shares of the Bank\nat the time of grant of the options and aggregate of all such options granted to the eligible employees shall not exceed 10.0% of the\naggregate number of the issued equity shares of the Bank on the date(s) of the grant of options in line with SEBI Regulations. Under the\nstock option scheme, eligible employees are entitled to apply for equity shares. In April 2016, exercise period was modified from 10 years\nfrom the date of grant or five years from the date of vesting, whichever is later, to 10 years from the date of vesting. In June 2017,\nexercise period was further modified to not exceed 10 years from the date of vesting of options as may be determined by the Board Governance,\nRemuneration & Nomination Committee to be applicable for future grants. In May 2018, exercise period was further modified to not exceed\n5 years from the date of vesting of options as may be determined by the Board Governance, Remuneration & Nomination Committee to be\napplicable for future grants.\n\nOptions granted after March 2014 vested in a graded\nmanner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the\ndate of grant other than certain options granted in April 2014 which vested to the extent of 50% on April 30, 2017 and the balance on\nApril 30, 2018 and option granted in September 2015 which vested to the extent of 50% on April 30, 2018 and balance 50% vested on April\n30, 2019.\n\nOptions granted prior to March 2014 vested in\na graded manner over a four-year period, with 20%, 20%, 30% and 30% of the grants vesting in each year, commencing from the end of 12\nmonths from the date of grant.\n\nThe exercise price of the Bank’s options,\nis the last closing price on the stock exchange, which recorded highest trading volume preceding the date of grant of options.\n\nIn terms of ESUS, the maximum number of units\ngranted to any eligible employee shall not exceed 20,000 units in any financial year and 0.14% of the total units available for grant\nover a period of seven years from the date of approval of the unit scheme by the shareholders.\n\nUnits granted under the Scheme 2022 shall vest\nnot later than the maximum vesting period of four years. Exercise price shall be the face value of equity shares of the Bank i.e. Rs.\n2 for each unit (as adjusted for any changes in capital structure of the Bank).\n\nUnits granted under the scheme vest in a graded\nmanner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 13 months from the\ndate of grant. Exercise period of units is five years from the date of vesting, or such shorter period as may be determined by the Board\nGovernance, Remuneration & Nomination Committee for each grant.\n\nAs per the Scheme of arrangement amongst ICICI\nBank Limited, ICICI Securities Limited (ICICI Securities) and their respective Shareholders (“the Scheme”), the outstanding\nEmployee Stock Options (Options) and/or Employee Stock Units (Units) as on March 24, 2025 (Record Date), granted by ICICI Securities Limited\nto the employees of ICICI Securities Limited and its subsidiaries under the ICICI Securities Limited Employees Stock Option Scheme 2017\nand ICICI Securities Limited Employees Stock Unit Scheme 2022 stand cancelled. Fresh Options/Units have been granted by the Bank in line\nwith the approved swap ratio and the fractional entitlements, if any, arising pursuant to the applicability of the swap ratio has been\nrounded off to\n\nF-58\n\nthe nearest higher integer. The exercise price\nfor Options is adjusted after taking into account the effect of the Swap Ratio.\n\nThe weighted average fair value, based on Black-Scholes\nmodel, of options granted during the year ended March 31, 2026, was Rs. 424.14 (year ended March 31, 2025: Rs. 444.76) and of units\ngranted during the year ended March 31, 2026, was Rs. 1,328.15 (year ended March 31, 2025: Rs. 1,120.43).\n\nThe following table sets forth, for the periods\nindicated, the key assumptions used to estimate the fair value of options granted.\n\n**Particulars**\n\n**Year ended**\n\n**March 31, 2026**\n\n**Year ended**\n\n**March 31, 2025**\n\nRisk-free interest rate\n5.84% to 6.16%\n6.42% to 7.11%\n\nExpected term\n3.53 to 5.53 years\n3.43 to 5.43 years\n\nExpected volatility\n19.70% to 31.13%\n18.01% to 33.27%\n\nExpected dividend yield\n0.70% to 0.74%\n0.65% to 0.83%\n\nThe following table sets forth, for the periods\nindicated, the key assumptions used to estimate the fair value of units granted.\n\n**Particulars**\n\n**Year ended**\n\n**March 31, 2026**\n\n**Year ended**\n\n**March 31, 2025**\n\nRisk-free interest rate\n5.97% to 6.05%\n6.42% to 7.09%\n\nExpected term\n1.58 to 3.58 years\n1.58 to 3.58 years\n\nExpected volatility\n18.39% to 20.84%\n16.49% to 24.72%\n\nExpected dividend yield\n0.74%\n0.72% to 0.74%\n\nRisk free interest rates over the expected term\nof the option/units are based on the government securities yield in effect at the time of the grant. The expected term of an option/units\nis estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option/units. Expected exercise\nbehavior is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected\nterm of the option/units is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity\nshares. Expected dividends during the estimated expected term of the option/units are based on recent dividend activity. The key assumptions\nfor the year ended March 31, 2025 also includes the key assumptions used for options/units granted to employees of ICICI Securities Limited\nin accordance with the Scheme.\n\nThe following table sets forth, for the periods\nindicated, the summary of the status of the Bank’s stock option plan.\n\nF-59\n\nRs. except number of options\n\n**Particulars**\n**Stock options outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of options**\n**Weighted average exercise price**\n**Number of options**\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n169,866,927\n484.94\n198,731,466\n411.26\n\nAdd: Granted during the year\n12,833,970\n1,356.42\n15,964,8601\n1,052.89\n\nLess: Lapsed during the year, net of re-issuance\n1,067,490\n1,089.07\n1,997,001\n896.53\n\nLess: Exercised during the year\n36,361,312\n374.10\n42,832,398\n335.58\n\n**Outstanding at the end of the year**\n**145,272,095**\n**585.24**\n**169,866,927**\n** 484.94**\n\nOptions exercisable\n118,612,481\n452.02\n137,704,023\n379.06\n\n1.FY2025 includes 3.0 million number of options granted to employees of ICICI Securities Limited (including\nits subsidiaries) in accordance with the scheme.\n\nThe following table sets forth, the summary of\nstock options outstanding at March 31, 2026.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising out of options**\n\n**Weighted average exercise price **\n\n**(Rs. per share) **\n\n**Weighted average remaining contractual life (Number of years)**\n\n60-199\n189,815\n152.99\n0.07\n\n200-399\n66,583,017\n266.41\n2.16\n\n400-599\n22,767,056\n510.21\n1.75\n\n600-799\n17,758,652\n743.57\n3.24\n\n800-999\n13,134,220\n896.39\n4.15\n\n1000-1199\n12,312,785\n1,111.19\n5.18\n\n1200-1399\n12,521,550\n1,355.13\n6.15\n\n1400-1599\n5,000\n1,418.70\n6.40\n\nThe following table sets forth, the summary of\nstock options outstanding at March 31, 2025.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising\nout ofoptions**\n\n**Weighted average exercise price **\n\n**(Rs. per share) **\n\n**Weighted average remaining contractual life (Number of years)**\n\n60-199\n1,188,860\n157.91\n0.76\n\n200-399\n88,958,357\n269.18\n2.81\n\n400-599\n31,580,712\n491.68\n2.41\n\n600-799\n21,218,869\n743.79\n4.26\n\n800-999\n13,937,234\n896.55\n5.14\n\nF-60\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number\nof shares arising out of options**\n\n**Weighted average exercise price **\n\n**(Rs. per share) **\n\n**Weighted average remaining contractual life (Number of years)**\n\n1000-1200\n12,982,895\n1,111.98\n6.18\n\nThe following table sets forth, for the periods\nindicated, the summary of the status of the Bank’s stock unit plan.\n\nRs. except number of units\n\n**Particulars**\n**Stock units outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of units**\n**Weighted average exercise price**\n**Number of units**\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n8,032,295\n2.00\n4,190,810\n2.00\n\nAdd: Granted during the year\n4,231,550\n2.00\n4,964,4201\n2.00\n\nLess: Lapsed during the year, net of re-issuance\n488,308\n2.00\n371,263\n2.00\n\nLess: Exercised during the year\n1,823,427\n2.00\n751,672\n2.00\n\n**Outstanding at the end of the year**\n**9,952,110**\n**2.00**\n**8,032,295**\n**2.00**\n\nUnits exercisable\n1,357,105\n2.00\n560,656\n2.00\n\n1.FY2025 includes 0.6 million number of units granted to employees of ICICI Securities Limited (including\nits subsidiaries) in accordance with the scheme.\n\nAt March 31, 2026, the weighted average remaining\ncontractual life of stock units outstanding was 5.59 years (at March 31, 2025: 5.90 years).\n\nThe options were exercised regularly throughout\nthe period and weighted average share price as per National Stock Exchange price volume data during the year ended March 31, 2026 was\nRs. 1,392.29 (year ended March 31, 2025: Rs. 1,222.88).\n\nF-61\n\n**ICICI Life:**\n\nICICI Prudential Life Insurance Company Limited\nhas formulated ESOS/ESUS for their employees.\n\nThe following table sets forth, for the periods\nindicated, a summary of the status of the stock option plan of ICICI Prudential Life Insurance Company Limited.\n\nRs. except number\nof options\n\n**Particulars**\n**Stock options outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number **\n\n**of options **\n\n**Weighted average exercise price**\n\n**Number **\n\n**of options **\n\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n24,255,595\n450.66\n28,450,010\n440.61\n\nAdd: Granted during the year\n4,416,800\n553.17\n640,100\n580.30\n\nLess: Forfeited/lapsed during the year\n465,130\n518.46\n183,430\n498.94\n\nLess: Exercised during the year\n3,650,897\n408.77\n4,651,085\n405.14\n\n**Outstanding at the end of the year**\n**24,556,368**\n** 474.04**\n**24,255,595**\n**450.66**\n\nOptions exercisable\n17,446,258\n456.59\n17,009,763\n436.70\n\nThe following table sets forth, summary of stock\noptions outstanding of ICICI Prudential Life Insurance Company Limited at March 31, 2026.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising\nout of options**\n**Weighted average exercise price\n(Rs. per share)**\n**Weighted average remaining contractual life (number of years)**\n\n300-399\n2,707,415\n379.43\n0.30\n\n400-499\n12,555,753\n438.52\n3.15\n\n500-599\n9,239,700\n549.19\n4.63\n\n600-699\n53,500\n618.73\n2.88\n\nThe following table sets forth, summary of stock\noptions outstanding of ICICI Prudential Life Insurance Company Limited at March 31, 2025.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising\nout of options**\n**Weighted average exercise price\n(Rs. per share)**\n**Weighted average remaining contractual life (number of years)**\n\n300-399\n4,355,285\n379.57\n1.25\n\n400-499\n14,483,010\n436.29\n4.09\n\n500-599\n5,363,800\n545.49\n4.37\n\n600-699\n53,500\n618.73\n3.88\n\nF-62\n\nThe following table sets forth, for the periods\nindicated, the summary of the status of the ICICI Prudential Life Insurance Company Limited’s stock unit plan.\n\nRs. except number of units\n\n**Particulars**\n**Stock units outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of units**\n**Weighted average exercise price**\n**Number of units**\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n1,700,770\n10.00\n..\n..\n\nAdd: Granted during the year\n436,560\n10.00\n1,710,600\n10.00\n\nLess: Lapsed during the year, net of re-issuance\n122,763\n10.00\n9,830\n10.00\n\nLess: Exercised during the year\n349,748\n10.00\n..\n..\n\n**Outstanding at the end of the year**\n**1,664,819**\n** 10.00**\n**1,700,770**\n**10.00**\n\nUnits exercisable\n162,695\n10.00\n3,160\n10.00\n\nAt March 31, 2026, the weighted average remaining\ncontractual life of stock units outstanding was 5.42 years (at March 31, 2025: 6.20 years).\n\nF-63\n\n**ICICI General:**\n\nICICI Lombard General Insurance Company Limited\nhas formulated ESOS/ESUS for their employees.\n\nThe following table sets forth, for the periods\nindicated, a summary of the status of the stock option plan of ICICI Lombard General Insurance Company Limited.\n\nRs. except number of options\n\n**Particulars**\n**Stock options outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number **\n\n**of options **\n\n**Weighted average exercise price**\n\n**Number **\n\n**of options **\n\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n12,170,182\n1,260.31\n14,536,884\n1,074.44\n\nAdd: Granted during the year\n1,557,360\n1,718.55\n1,241,248\n1,648.65\n\nLess: Forfeited/lapsed during the year\n311,143\n1,281.06\n574,248\n1,318.47\n\nLess: Exercised during the year\n2,663,594\n1,189.66\n3,033,702\n1,152.44\n\n**Outstanding at the end of the year**\n**10,752,805**\n**1,343.58**\n**12,170,182**\n**1,260.31**\n\nOptions exercisable\n2,726,996\n1,299.46\n3,198,284\n1,281.98\n\nThe following table sets forth, summary of stock\noptions outstanding of ICICI Lombard General Insurance Company Limited at March 31, 2026.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising\nout of options**\n**Weighted average exercise price\n(Rs. per share)**\n**Weighted average remaining contractual life (number of years)**\n\n700-800\n398,330\n715.15\n0.80\n\n800-1100\n409,155\n1,086.85\n0.50\n\n1100-1200\n2,538,670\n1,104.10\n4.10\n\n1200-1300\n1,006,385\n1,235.15\n1.10\n\n1300-1400\n2,201,258\n1,363.10\n3.10\n\n1400-1500\n1,530,419\n1,417.15\n2.00\n\n1500-1600\n40,000\n1,589.70\n2.40\n\n1600-1700\n1,111,228\n1,643.95\n4.97\n\n1700-1800\n1,517,360\n1,718.55\n6.10\n\nF-64\n\nThe following table sets forth, summary of stock\noptions outstanding of ICICI Lombard General Insurance Company Limited at March 31, 2025.\n\n**Range of exercise price **\n\n**(Rs. per share) **\n\n**Number of shares arising\nout of options**\n**Weighted average exercise price\n(Rs. per share)**\n**Weighted average remaining contractual life (number of years)**\n\n700-800\n682,320\n715.15\n2.10\n\n800-1100\n790,580\n1,086.85\n1.00\n\n1100-1200\n3,344,997\n1,104.10\n5.10\n\n1200-1300\n1,360,800\n1,235.15\n2.10\n\n1300-1400\n2,823,860\n1,363.10\n4.10\n\n1400-1500\n1,949,107\n1,417.15\n3.00\n\n1500-1600\n40,000\n1,589.70\n3.40\n\n1600-1700\n1,178,518\n1,643.95\n6.00\n\nThe following table sets forth, for the periods\nindicated, the summary of the status of the ICICI Lombard General Insurance Company Limited’s stock unit plan.\n\nRs. except number of units\n\n**Particulars**\n**Stock units outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of units**\n**Weighted average exercise price**\n**Number of units**\n**Weighted average exercise price**\n\nOutstanding at the beginning of the year\n579,491\n10.00\n..\n..\n\nAdd: Granted during the year\n787,080\n10.00\n603,624\n10.00\n\nLess: Lapsed during the year, net of re-issuance\n148,028\n10.00\n24,133\n10.00\n\nLess: Exercised during the year\n111,398\n10.00\n..\n..\n\n**Outstanding at the end of the year**\n**1,107,145**\n** 10.00**\n**579,491**\n**10.00**\n\nUnits exercisable\n173,442\n10.00\n..\n..\n\nAt March 31, 2026, the weighted average remaining\ncontractual life of stock units outstanding was 5.70 years (at March 31, 2025: 6.10 years).\n\nF-65\n\n**ICICI Securities:**\n\nICICI Securities Limited has formulated ESOS and\nESUS 2022 for their employees.\n\nThe following table sets forth, for the periods\nindicated, a summary of the status of the stock option plan of ICICI Securities Limited.\n\nRs. except number of options\n\n**Particulars**\n**Stock options outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of options**\n**Weighted average exercise price (Rs. per share)**\n\n**Number **\n\n**of options **\n\n**Weighted average exercise price (Rs. per share)**\n\nOutstanding at the beginning of the year\n..\n..\n6,060,085\n462.58\n\nAdd: Granted during the year\n..\n..\n1,507,800\n712.35\n\nLess: Forfeited/lapsed during the year\n..\n..\n1,381,345\n582.59\n\nLess: Exercised during the year\n..\n..\n1,768,340\n428.72\n\nLess: Cancelled during the year\n..\n..\n4,418,200\n523.81\n\n**Outstanding at the end of the year**\n**..**\n**..**\n**..**\n**..**\n\nOptions exercisable\n..\n..\n..\n..\n\nThe following table sets forth, for the periods\nindicated, a summary of the status of the stock unit plan of ICICI Securities Limited.\n\nRs. except number of options\n\n**Particulars**\n**Stock units outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of units**\n**Weighted average exercise price (Rs. per share)**\n**Number of units**\n**Weighted average exercise price (Rs. per share)**\n\nOutstanding at the beginning of the year\n..\n..\n708,220\n5.00\n\nAdd: Granted during the year\n..\n..\n505,660\n5.00\n\nLess: Lapsed during the year, net of re-issuance\n..\n..\n165,582\n5.00\n\nLess: Exercised during the year\n..\n..\n125,471\n5.00\n\nLess: Cancelled during the year\n..\n..\n922,827\n5.00\n\nF-66\n\n**Particulars**\n**Stock units outstanding**\n\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Number of units**\n**Weighted average exercise price (Rs. per share)**\n**Number of units**\n**Weighted average exercise price (Rs. per share)**\n\n**Outstanding at the end of the year**\n**..**\n**..**\n**..**\n**..**\n\nUnits exercisable\n..\n..\n..\n..\n\nAs per the Scheme of Arrangement amongst ICICI\nBank Limited, ICICI Securities Limited and their respective Shareholders (“the Scheme”), the outstanding Employee Stock Options\n(Options) and/or Employee Stock Units (Units) as on March 24, 2025 (Record Date), granted by ICICI Securities Limited to the employees\nof ICICI Securities Limited and its subsidiaries under the ICICI Securities Limited Employees Stock Option Scheme 2017 and ICICI Securities\nLimited Employees Stock Unit Scheme 2022 stand cancelled. Fresh Options/Units have been granted by the Bank in line with the approved\nswap ratio and the fractional entitlements, if any, arising pursuant to the applicability of the swap ratio has been rounded off to the\nnearest higher integer. The exercise price for Options is adjusted after taking into account the effect of the Swap Ratio.\n\nF-67\n\n**4.\nFixed assets**\n\nThe following table sets forth, for\nthe periods indicated, the movement in software acquired by the Group, as included in fixed assets.\n\nRs. in million\n\n**Particulars **\n**At March 31, 2026**\n**At March 31, 2025**\n\n**Adjusted gross block at March 31**\n**58,126.6**\n**51,219.2**\n\nAdditions during the year\n12,574.2\n9,709.0\n\nDeductions during the year\n(729.4)\n(2,801.6)\n\n**Gross block- closing**\n**69,971.4**\n**58,126.6**\n\nDepreciation to date\n(50,273.8)\n(41,972.4)\n\n**Net block**\n**19,697.6**\n**16,154.2**\n\n**5.\nAssets on lease**\n\n**5.1** **Assets\ntaken under operating lease**\n\nOperating leases primarily comprise office premises\nwhich are renewable at the option of the Group.\n\n(i) The following table sets forth,\nfor the periods indicated, the details of liability for premises taken on non-cancellable operating leases.\n\nRs. in million\n\n**Particulars**\n**At March 31, 2026**\n**At March 31, 2025**\n\nNot later than one year\n1,301.1\n1,522.2\n\nLater than one year and not later than five years\n902.8\n2,643.5\n\nLater than five years\n49.5\n2,130.2\n\n**Total**\n**2,253.4**\n** 6,295.9**\n\n(ii) Total of non-cancellable lease payments recognised\nin the profit and loss account for the year ended March 31, 2026 is Rs. 1,905.1 million (year ended March 31, 2025 Rs. 1,651.5 million).\n\n**5.2 Assets\ntaken under finance lease**\n\nThe following table sets forth, for the periods\nindicated, the details of assets taken on finance leases.\n\nRs. in million\n\n**Particulars**\n**At March 31, 2026**\n**At March 31, 2025**\n\n**A. Total minimum lease payments outstanding**\n\nNot later than one year\n513.0\n318.8\n\nLater than one year and not later than five years\n1,631.4\n884.8\n\nLater than five years\n599.2\n354.3\n\n**Total **\n**2,743.6**\n** 1,557.9**\n\n**B. Interest cost payable**\n\nNot later than one year\n172.7\n88.3\n\nLater than one year and not later than five years\n416.0\n189.9\n\nF-68\n\nLater than five years\n42.0\n26.8\n\n**Total**\n** 630.7**\n** 305.0**\n\n**C. Present value of minimum lease payments payable (A-B)**\n\nNot later than one year\n340.3\n230.5\n\nLater than one year and not later than five years\n1,215.4\n694.9\n\nLater than five years\n557.2\n327.5\n\n**Total**\n**2,112.9**\n** 1,252.9**\n\n**6.****Provisions and contingencies**\n\nThe following table sets forth, for\nthe periods indicated, the break-up of provisions and contingencies included in the profit and loss account.\n\nRs. in million\n\n**Particulars**\n\n**Year ended **\n\n**March 31, 2026 **\n\n**Year ended **\n\n**March 31, 2025 **\n\nProvision for depreciation/ (appreciation) of investments\n(6,059.6)\n8,001.1\n\nProvision towards non-performing and other assets1\n62,768.2\n41,272.5\n\nProvision towards income tax\n\na) Current2\n187,095.7\n174,971.7\n\nb) Deferred\n6,743.6\n9,376.6\n\nOther provisions and contingencies3,4\n(320.2)\n(215.8)\n\n**Total provisions and contingencies**\n**250,227.7**\n**233,405.9**\n\n1.Includes provision of the Group towards NPA amounting to Rs. 53,429.1 million (March 31, 2025: Rs. 43,800.0\nmillion).\n\n2.The current tax expense in respect of Pillar 2 income taxes for the year ended March 31, 2026 is Rs. 1,091.8\nmillion.\n\n3.No contingency provision was made by the Bank during the year ended March 31, 2026 (March 31, 2025: Nil).\n\n4.Includes general provision made towards standard assets, provision made on fixed assets acquired under\ndebt-asset swap and non-fund based facilities.\n\nThe Group has assessed its obligations arising\nin the normal course of business, including pending litigations, proceedings pending with tax authorities and other contracts including\nderivative and long-term contracts. In accordance with the provisions of Accounting Standard - 29 on ‘Provisions, Contingent Liabilities\nand Contingent Assets’, the Group recognises a provision for material foreseeable losses when it has a present obligation as a result\nof a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable\nestimate can be made. In cases where the available information indicates that the loss on the contingency is reasonably possible or the\namount of loss cannot be reasonably estimated, a disclosure to this effect is made as contingent liabilities in the financial statements.\nThe Group does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. For insurance\ncontracts booked in its life insurance subsidiary, reliance has been placed on the Appointed Actuary for actuarial valuation of ‘liabilities\nfor policies in force’. The Appointed Actuary has confirmed that the assumptions used in valuation of liabilities for policies\nin force are in accordance with the guidelines and norms issued by the IRDAI and the Institute of Actuaries of India in concurrence with\nthe IRDAI.\n\nF-69\n\n**7.\nDescription of contingent liabilities**\n\nThe following table\ndescribes the nature of contingent liabilities of the Group.\n\n**Sr. no.**\n**Contingent liability**\n**Brief Description**\n\n1.\nClaims against the Group, not acknowledged as debts\nThis item represents demands made in certain tax and legal matters against the Group in the normal course of business and customer claims arising in fraud cases. In accordance with the Group’s accounting policy and AS 29, the Group has reviewed and classified these items as possible obligations based on legal opinion/judicial precedents/assessment by the Group.\n\n2.\nLiability for partly paid investments\nThis item represents amounts remaining unpaid towards liability for partly paid investments. These payment obligations of the Group do not have any profit/loss impact.\n\n3.\nLiability on account of outstanding forward exchange contracts\nThe Group enters into foreign exchange contracts in the normal course of its business, to exchange currencies at a pre-fixed price at a future date. This item represents the notional principal amount of such contracts. With respect to the transactions entered into with its customers, the Group generally enters into off-setting transactions in the inter-bank market. This results in generation of a higher number of outstanding transactions, and hence a large value of gross notional principal of the portfolio, while the net market risk is lower.\n\n4.\nGuarantees given on behalf of constituents, acceptances, endorsements and other obligations\nThis item represents the guarantees and documentary credits issued by the Group in favour of third parties on behalf of its customers, as part of its trade finance banking activities with a view to augment the customers’ credit standing. Through these instruments, the Group undertakes to make payments for its customers’ obligations, either directly or in case the customers fail to fulfill their financial or performance obligations.\n\n5.\nCurrency swaps, interest rate swaps, currency options and interest rate futures\nThis item represents the notional principal amount of various derivative instruments which the Group undertakes in its normal course of business. The Group offers these products to its customers to enable them to transfer, modify or reduce their foreign exchange and interest rate risks. The Group also undertakes these contracts to manage its own interest rate and foreign exchange positions. With respect to the transactions entered into with its customers, the Group generally enters into off-setting transactions in the inter-bank market. This results in generation of a higher number of outstanding transactions, and hence a large value of gross notional principal of the portfolio, while the net market risk is lower.\n\n6.\nOther items for which the Group is contingently liable\nOther items for which the Group is contingently liable primarily include the amount of government securities bought/sold and remaining to be settled on the date of financial statements. This also includes amount transferred to RBI under the Depositor Education and Awareness Funds, commitment towards contribution to venture fund, the amount that the Group is obligated to pay under capital contracts and letter of undertaking and indemnity letters. Capital contracts are job orders of a capital nature which have been committed.\n\nF-70\n\n**8.\nEmployee benefits**\n\n**Pension**\n\nThe following tables set forth, for\nthe periods indicated, movement of the present value of the defined benefit obligation, fair value of plan assets and other details for\npension benefits.\n\nRs. in million\n\n**Particulars**\n\n**Year ended March 31, **\n\n**2026 **\n\n**Year ended March 31, **\n\n**2025 **\n\n**Opening obligations**\n**19,366.5**\n**17,919.9**\n\nService cost\n73.0\n82.1\n\nInterest cost\n1,253.3\n1,268.1\n\nActuarial (gain)/loss\n(1,578.1)\n1,371.2\n\nPast service cost\n..\n..\n\nLiabilities extinguished on settlement\n(1,050.9)\n(1,225.9)\n\nBenefits paid\n(37.9)\n(48.9)\n\n**Obligations at the end of year**\n**18,025.9**\n**19,366.5**\n\n**Opening plan assets, at fair value**\n**18,429.9**\n**17,921.5**\n\nExpected return on plan assets\n1,363.5\n1,329.9\n\nActuarial gain/(loss)\n(705.3)\n273.7\n\nAssets distributed on settlement\n(1,236.3)\n(1,442.2)\n\nContributions\n1,310.6\n395.9\n\nBenefits paid\n(37.9)\n(48.9)\n\n**Closing plan assets, at fair value**\n**19,124.5**\n**18,429.9**\n\nFair value of plan assets at the end of the year\n19,124.5\n18,429.9\n\nPresent value of the defined benefit obligations at the end of the year\n(18,025.9)\n\n(19,366.5)\n\nAmount not recognised as an asset (limit in Para 59(b) of AS 15 on ‘employee benefits’)\n(276.4)\n\n..\n\n**Asset/(liability)**\n** 822.2**\n**(936.6)**\n\n**Cost2**\n\nService cost\n73.0\n82.1\n\nInterest cost\n1,253.3\n1,268.1\n\nExpected return on plan assets\n(1,363.5)\n(1,329.9)\n\nActuarial (gain)/loss\n(872.8)\n1,097.5\n\nPast service cost\n..\n..\n\nCurtailments & settlements (gain)/loss\n185.4\n216.3\n\nEffect of the limit in para 59(b) of AS 15 on ‘employee benefits’\n276.4\n..\n\n**Net cost**\n**(448.2)**\n**1,334.1**\n\nActual return on plan assets\n658.2\n1,603.6\n\nExpected employer’s contribution next year\n400.0\n400.0\n\n**Investment details of plan assets**\n\nF-71\n\nRs. in million\n\n**Particulars**\n\n**Year ended March 31, **\n\n**2026 **\n\n**Year ended March 31, **\n\n**2025 **\n\nGovernment of India securities\n45.75%\n44.20%\n\nCorporate bonds\n38.65%\n42.10%\n\nEquity securities in listed companies\n9.95%\n10.05%\n\nOthers\n5.65%\n3.65%\n\n**Assumptions**\n\nDiscount rate\n7.15%\n6.60%\n\nSalary escalation rate:\n\nOn Basic pay\n1.50%\n1.50%\n\nOn Dearness relief\n8.00%\n8.00%\n\nEstimated rate of return on plan assets\n7.50%\n7.50%\n\n1.Included in line item ‘Payments to and provision for employees’ of Schedule- 16 Operating\nexpenses.\n\nEstimated rate of return on plan assets is based\non the expected average long-term rate of return on investments of the Fund during the estimated term of the obligations.\n\n**Experience adjustment**\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n**Year ended March 31, 2024**\n**Year ended March 31, 2023**\n**Year ended March 31, 2022**\n\nFair value of plan assets\n19,124.5\n18,429.9\n17,921.5\n18,190.2\n19,843.3\n\nDefined benefit obligations\n(18,025.9)\n(19,366.5)\n(17,919.9)\n(18,429.1)\n(18,661.0)\n\nAmount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)\n(276.4)\n..\n..\n..\n\n(401.9)\n\nSurplus/(deficit)\n822.2\n(936.6)\n1.6\n(238.9)\n780.4\n\nExperience adjustment on plan assets\n(705.3)\n\n273.7\n\n439.5\n\n(682.0)\n\n(331.9)\n\nExperience adjustment on plan liabilities\n(421.2)\n(56.5)\n(227.0)\n\n805.8\n\n809.0\n\n** **\n\n**Gratuity**\n\nThe following table sets forth, for\nthe periods indicated, movement of the present value of the defined benefit obligation, fair value of plan assets and other details for\ngratuity benefits of the Group.\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Opening obligations**\n**27,821.3**\n**23,420.9**\n\nF-72\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\nAdd: Adjustment for exchange fluctuation on opening obligation\n14.5\n3.6\n\n**Adjusted obligations**\n**27,835.8**\n**23,424.5**\n\nService cost\n3,232.3\n2,419.6\n\nInterest cost\n2,039.5\n1,732.8\n\nActuarial (gain)/loss\n895.2\n2,142.7\n\nPast service cost\n3,047.0\n0.0\n\nLiability transferred from/to other companies\n26.4\n(0.1)\n\nBenefits paid\n(2,169.7)\n(1,898.2)\n\n**Obligations at the end of the year**\n**34,906.5**\n**27,821.3**\n\n**Opening plan assets, at fair value**\n**26,091.7**\n**22,948.5**\n\nExpected return on plan assets\n1,923.7\n1,641.3\n\nActuarial gain/(loss)\n(1,418.9)\n639.6\n\nContributions\n6,448.2\n2,686.1\n\nAssets transferred from/to other companies\n26.9\n1.3\n\nBenefits paid\n(2,111.7)\n(1,825.1)\n\n**Closing plan assets, at fair value**\n**30,959.9**\n**26,091.7**\n\nFair value of plan assets at the end of the year\n30,959.9\n26,091.7\n\nPresent value of the defined benefit obligations at the end of the year\n(34,906.5)\n\n(27,821.3)\n\nAmount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)\n..\n..\n\nUnrecognised Past Service Cost\n1,331.8\n..\n\n**Asset/(liability)**\n**(2,614.7)**\n**(1,729.6)**\n\n**Cost1**\n\nService cost\n3,232.3\n2,419.6\n\nInterest cost\n2,039.5\n1,732.8\n\nExpected return on plan assets\n(1,923.7)\n(1,641.3)\n\nActuarial (gain)/loss\n2,314.1\n1,503.2\n\nPast service cost\n1,751.1\n0.0\n\nExchange fluctuation loss/(gain)\n14.5\n3.6\n\nEffect of the limit in para 59(b) of AS 15 on ‘employee benefits’\n..\n..\n\n**Net cost**\n**7,391.8**\n**4,017.9**\n\nActual return on plan assets\n504.8\n2,280.9\n\nExpected employer’s contribution next year\n4,692.5\n2,010.9\n\nF-73\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Investment details of plan assets**\n\nInsurer managed funds\n22.37%\n22.06%\n\nGovernment of India securities\n24.68%\n30.22%\n\nCorporate bonds\n39.48%\n33.34%\n\nEquity\n12.50%\n13.26%\n\nOthers\n0.97%\n1.13%\n\n**Assumptions**\n\nDiscount rate\n6.15%-7.75%\n6.55%-6.92%\n\nSalary escalation rate\n5.69%-10.00%\n5.92%-10.00%\n\nEstimated rate of return on plan assets\n7.00%-8.00%\n7.00%-7.50%\n\n1.Included in line item ‘Payments to and provision for employees’ of Schedule-\n16 Operating expenses.\n\nEstimated rate of return on plan assets\nis based on the expected average long-term rate of return on investments of the Fund during the estimated term of the obligations.\n\n**Experience adjustment**\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n**Year ended March 31, 2024**\n**Year ended March 31, 2023**\n\n**Year **\n\n**ended March 31, 2022 **\n\nFair value of plan assets\n30,959.9\n26,091.7\n22,948.5\n17,061.6\n16,738.3\n\nDefined benefit obligations\n(34,906.5)\n(27,821.3)\n(23,420.9)\n(18,896.8)\n(16,895.1)\n\nAmount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)\n..\n..\n..\n..\n..\n\nSurplus/(deficit)\n(3,946.6)\n(1,729.6)\n(472.4)\n(1,835.2)\n(156.8)\n\nExperience adjustment on plan assets\n(1,418.9)\n639.6\n870.5\n(577.3)\n(33.1)\n\nExperience adjustment on plan liabilities\n1,626.6\n960.4\n1,211.4\n869.4\n464.7\n\nThe estimates of future salary increases,\nconsidered in actuarial valuation, take into consideration inflation, seniority, promotion and other relevant factors.\n\nF-74\n\n**Provident Fund (PF)**\n\nThe Group has made provision of Rs.\n1,927.7 million for the year ended March 31, 2026 towards interest rate guarantee on exempt provident fund on the basis of actuarial valuation\n(year ended March 31, 2025: Nil).\n\nThe following tables set forth, for\nthe periods indicated, movement of the present value of the defined benefit obligation, fair value of plan assets and other details for\nprovident fund of the Group.\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\n**Opening obligations**\n**75,020.6**\n** 65,020.0**\n\nService cost\n3,841.4\n3,585.7\n\nInterest cost\n5,065.1\n4,817.0\n\nActuarial (gain)/loss\n919.7\n1,313.5\n\nEmployees contribution\n6,070.4\n5,946.7\n\nLiability transferred from/to other companies\n738.1\n991.8\n\nBenefits paid\n(7,075.3)\n(6,654.1)\n\n**Obligations at end of the year**\n**84,580.0**\n**75,020.6**\n\n**Opening plan assets, at fair value**\n**76,883.3**\n** 66,637.2**\n\nExpected return on plan assets\n5,914.1\n5,326.4\n\nActuarial gain/(loss)\n(3,403.5)\n1,049.7\n\nEmployer contributions\n3,841.4\n3,585.7\n\nEmployees contributions\n6,070.4\n5,946.7\n\nAssets transfer from/to other companies\n738.1\n991.7\n\nBenefits paid\n(7,075.3)\n(6,654.1)\n\n**Closing plan assets, at fair value**\n**82,968.5**\n**76,883.3**\n\nPlan assets at the end of the year\n82,968.5\n76,883.3\n\nPresent value of the defined benefit obligations at the end of the year\n(84,580.0)\n(75,020.6)\n\n**Amount not recognised as an asset (Limit in para 59(b) of AS 15 on ‘employee benefits’)1**\n**(316.2)**\n**(1,862.7)**\n\nAsset/(liability)\n(1,927.7)\n..\n\n**Cost2**\n\nService cost\n3,841.4\n3,585.7\n\nInterest cost\n5,065.1\n4,817.0\n\nExpected return on plan assets\n(5,914.1)\n(5,326.4)\n\nActuarial (gain)/loss\n4,323.3\n263.9\n\nEffect of limit in para 59(b)1\n(1,546.5)\n245.5\n\n**Net cost**\n**5,769.2**\n**3,585.7**\n\nF-75\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\nActual return on plan assets\n2,510.6\n6,376.1\n\nExpected employer's contribution next year\n4,146.8\n3,870.9\n\n**Investment details of plan assets**\n\nGovernment of India securities\n56.20%\n55.94%\n\nCorporate Bonds\n31.85%\n32.23%\n\nSpecial deposit scheme\n0.65%\n0.70%\n\nOthers\n11.30%\n11.13%\n\n**Assumptions**\n\nDiscount rate\n6.40%-7.20%\n6.55%-6.60%\n\nExpected rate of return on assets\n6.85%-7.70%\n7.64%-7.78%\n\nDiscount rate for the remaining term to maturity of investments\n7.19%-7.35%\n6.70%-6.85%\n\nAverage historic yield on the investment\n7.69%-7.80%\n7.74%-8.08%\n\nGuaranteed rate of return\n8.25%\n8.25%\n\n1.Pursuant to revised Guidance Note 29 on “Valuation of Interest Rate Guarantees\non Exempt Provident Funds under AS 15 (Revised)” issued by the Institute of Actuaries of India on February 16, 2022, plan assets\nheld by the PF Trust have been fair valued. The amount represents the fair value gain on plan assets.\n\n2.Included in line item ‘Payments to and provision for employees’ of Schedule-\n16 Operating expenses.\n\nF-76\n\n**Experience adjustment**\n\nRs. in million\n\n**Particulars**\n\n**Year **\n\n**ended March **\n\n**31, 2026 **\n\n**Year **\n\n**ended March **\n\n**31, 2025 **\n\n**Year **\n\n**ended March **\n\n**31, 2024 **\n\n**Year **\n\n**ended March**\n\n**31, 2023 **\n\n**Year **\n\n**ended March **\n\n**31, 2022 **\n\nFair value of plan assets\n82,968.5\n\n76,883.3\n\n66,637.2\n\n56,128.1\n\n50,656.3\n\nDefined benefit obligations\n(84,580.0)\n\n(75,020.6)\n\n(65,020.0)\n\n(55,367.7)\n\n(49,411.5)\n\nAmount not recognised as an asset (limit in para 59(b) AS 15 on ‘employee benefits’)1\n(316.2)\n\n(1,862.7)\n\n(1,617.2)\n\n(760.4)\n\n(1,244.8)\n\nSurplus/(deficit)\n(1,927.7)\n..\n..\n..\n..\n\nExperience adjustment on plan assets\n(3,403.5)\n1,049.7\n1,400.7\n(432.8)\n\n415.1\n\nExperience adjustment on plan liabilities\n367.3\n465.2\n445.6\n753.2\n\n(684.8)\n\n1. Pursuant\nto revised Guidance Note 29 on “Valuation of Interest Rate Guarantees on Exempt Provident Funds under AS 15 (Revised)” issued\nby ‘Institute of Actuaries of India on February 16, 2022, plan assets held by PF Trust have been fair valued. The amount represents\nthe fair value gain on plan assets.\n\nThe Group has contributed Rs. 7,256.4\nmillion to provident fund including Government of India managed employees provident fund for the year ended March 31, 2026 (year ended\nMarch 31, 2025: Rs. 7,288.0 million), which includes compulsory contribution made towards employee pension scheme under Employees Provident\nFund and Miscellaneous Provisions Act, 1952.\n\n**Superannuation Fund**\n\nThe Group has contributed Rs. 392.4 million for\nthe year ended March 31, 2026 (year ended March 31, 2025: Rs. 374.0 million) to Superannuation Fund for employees who had opted for the\nscheme.\n\n**National Pension Scheme (NPS)**\n\nThe Group has contributed Rs. 802.2\nmillion for the year ended March 31, 2026 (year ended March 31, 2025: Rs. 606.3 million) to NPS for employees who had opted for the scheme.\n\nF-77\n\n**Compensated absence**\n\nThe following table sets forth, for\nthe periods indicated, movement in provision for compensated absence.\n\nRs. in million\n\n**Particulars**\n**Year ended March 31, 2026**\n**Year ended March 31, 2025**\n\nTotal actuarial liability\n7,290.8\n6,560.0\n\nCost1\n2,057.0\n2,433.3\n\n**Assumptions**\n\nDiscount rate\n6.15%-7.75%\n6.50%-6.92%\n\nSalary escalation rate\n5.69%-10.00%\n5.92%-10.00%\n\n1.Included in line item ‘Payments to and provision for employees’ of Schedule- 16 Operating\nexpenses.\n\n**9.\nProvision for income tax**\n\nThe provision for income tax (including deferred\ntax) for the year ended March 31, 2026 amounted to Rs. 193,839.3 million (year ended March 31, 2025: Rs. 184,348.3 million).\n\nThe Group has a comprehensive system of maintenance\nof information and documents required by transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. The management\nis of the opinion that all transactions with international related parties are primarily at arm's length so that the above legislation\ndoes not have material impact on the financial statements.\n\nF-78\n\n**10.****Deferred tax**\n\nAt March 31, 2026, the Group has recorded\nnet deferred tax asset of Rs. 42,621.3 million (March 31, 2025: Rs. 48,410.0 million), which has been included in other assets.\n\nThe following table sets forth, for the periods\nindicated, the break-up of deferred tax assets and liabilities into major items.\n\nRs. in million\n\n**Particulars**\n\n**At **\n\n**March **\n\n**31, 2026 **\n\n**At **\n\n**March **\n\n**31, 2025 **\n\n**Deferred tax assets**\n\nProvision for bad and doubtful debts\n94,065.3\n94,353.2\n\nProvision for operating expenses\n4,141.4\n3,451.7\n\nProvision/MTM on investment\n4,658.7\n4,453.4\n\nProvision for expense allowed on payment basis\n5,323.5\n5,150.5\n\nUnexpired risk reserve\n84.5\n548.7\n\nForeign currency translation reserve1\n2,928.9\n542.8\n\nOthers2\n2,401.3\n1,710.7\n\n**Total deferred tax assets**\n**113,603.6**\n** 110,211.0**\n\n**Deferred tax liabilities**\n\nSpecial reserve deduction\n61,931.7\n53,457.4\n\nProvision/MTM on investment\n1,587.5\n1,470.0\n\nDepreciation on fixed assets\n6,379.6\n5,889.5\n\nInterest on refund of taxes1\n695.1\n625.0\n\nOthers\n388.4\n359.1\n\n**Total deferred tax liabilities**\n**70,982.3**\n** 61,801.0**\n\n**Total net deferred tax assets/(liabilities)**\n**42,621.3**\n** 48,410.0**\n\n1.These items are considered in accordance with the requirements of Income Computation\nand Disclosure Standards (ICDS).\n\n2.Includes deferred tax assets created primarily on operating loss, lease rentals\nand interest on credit impaired loans.\n\n3.Deferred tax liability was created by the Bank and domestic subsidiaries (excluding\ninsurance subsidiaries) created on change in fair value of investments on account of implementation of the Master Direction – Classification,\nValuation and Operation of Investment Portfolio of Commercial Banks (Direction), 2023. The deferred tax liability on account of transition\ngain was accounted through reserves.\n\n**11. Information\nabout business and geographical segments**\n\n**A.\nBusiness Segments**\n\nThe Bank prepares consolidated financial statements\nin accordance with the Reserve Bank of India (RBI) Master Direction on Financial Statements - Presentation and Disclosures and Accounting\nStandards as prescribed by ICAI. The consolidated segmental report includes the performance of defined segments of ICICI Bank, subsidiaries\nand associates.\n\nF-79\n\n**i.****Retail banking** includes exposures of the Bank which satisfy the four criteria of orientation, product,\ngranularity and low value of individual exposures for retail exposures as per RBI guidelines. This segment also includes income from credit\ncards, debit cards, third party product distribution and the associated costs.\n\n**ii.****Wholesale banking** includes all advances to trusts, partnership firms, companies and statutory bodies,\nby the Bank which are not included under Retail banking.\n\n**iii.****Treasury** primarily includes the entire investment and derivative portfolio of the Bank.\n\n**iv.****Other banking** includes leasing operations and other items not attributable to any particular business\nsegment of the Bank. Further, it includes the Bank’s banking subsidiaries i.e. ICICI Bank UK PLC and ICICI Bank Canada.\n\n**v.****Life insurance** represents results of ICICI Prudential Life Insurance Company Limited.\n\n**vi.****General insurance** represents results of ICICI Lombard General Insurance Company Limited.\n\n**vii.****Others**includes ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited,\nICICI International Limited, ICICI Securities Primary Dealership Limited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI\nSecurities Inc., ICICI Prudential Asset Management Company Limited, ICICI Prudential Trust Limited, ICICI Investment Management Company\nLimited, ICICI Trusteeship Services Limited, ICICI Pension Fund Management Limited and I-Process Services (India) Limited.\n\n**viii.****Unallocated** includes items such as tax paid in advance net of provision, deferred tax and provisions\nto the extent reckoned at the entity level.\n\nIncome, expenses, assets and liabilities\nare either specifically identified with individual segments or are allocated to segments on a systematic basis.\n\nAll liabilities of the Bank are transfer\npriced to a central treasury unit, which pools all funds and lends to the business units at appropriate rates based on the relevant maturity\nof assets being funded after adjusting for regulatory reserve requirements.\n\nThe transfer pricing mechanism of the\nBank is periodically reviewed. The segment results are determined based on the transfer pricing mechanism prevailing for the respective\nreporting periods.\n\nThe results of reported segments for\nthe year ended March 31, 2026 are not comparable with that of reported segments for the year ended March 31, 2025 to the extent new entities\nhave been consolidated and entities that have been discontinued from consolidation.\n\nF-80\n\nThe following table sets forth, the business segment\nresults for the year ended March 31, 2026.\n\nRs. in million\n\n**Sr. no.**\n**Particulars**\n**Retail banking**\n**Wholesale banking**\n**Treasury**\n**Other banking business**\n**Life insurance**\n**General insurance**\n**Others**\n**Inter- segment adjustments**\n**Total**\n\n1\nRevenue\n1,623,942.0\n878,472.8\n1,384,303.6\n75,167.3\n654,720.5\n288,906.1\n199,701.3\n(1,984,030.0)\n3,121,183.6\n\n**2**\n**Segment results1**\n**232,442.3**\n**244,889.8**\n**172,509.4**\n**17,027.3**\n**18,076.8**\n**36,589.7**\n**83,784.2**\n**(34,746.2)**\n**770,573.3**\n\n3\nUnallocated expenses\n\n..\n\n4\nShare of profit from associates\n\n2,628.5\n\n5\nOperating profit (2) – (3)+(4)1\n\n773,201.8\n\n6\nIncome tax expenses (net)/(net deferred tax credit)\n\n193,839.3\n\n**7**\n\n**Net profit2 **\n\n**(5) – (6) **\n\n**579,362.5**\n\n**Other information**\n\n8\nSegment assets\n8,788,482.7\n6,785,744.2\n7,624,787.6\n1,107,160.7\n3,189,653.2\n755,151.3\n1,035,258.2\n(183,879.5)\n29,102,358.4\n\n9\nUnallocated assets\n\n42,621.3\n\n**10**\n\n**Total assets **\n\n**(8) + (9) **\n\n**29,144,979.7**\n\n11\nSegment liabilities\n12,203,393.4\n6,447,058.5\n4,858,434.93\n680,960.23\n3,197,520.43\n761,109.13\n1,036,918.93\n(183,879.5) 3\n29,001,515.9\n\n12\nUnallocated liabilities\n\n143,463.8\n\n**13**\n\n**Total liabilities **\n\n**(11) + (12) **\n\n**29,144,979.7**\n\n14\nCapital expenditure\n24,108.9\n10,700.8\n1,430.8\n1,202.0\n1,929.5\n2,624.9\n6,217.9\n..\n48,214.8\n\n15\nDepreciation\n16,336.2\n7,210.4\n1,005.8\n711.8\n1,444.9\n1,647.0\n2,270.3\n(16.4)\n30,610.0\n\n1.Profit before tax and minority interest.\n\n2.Includes share of net profit of minority shareholders.\n\n3.Includes share capital and reserves and surplus.\n\nF-81\n\nThe following table sets forth, the business segment\nresults for the year ended March 31, 2025.\n\nRs. in million\n\n**Sr. no.**\n**Particulars**\n**Retail banking**\n**Wholesale banking**\n**Treasury**\n**Other banking business**\n**Life insurance**\n**General insurance**\n**Others**\n**Inter- segment adjustments**\n**Total**\n\n1\nRevenue\n1,561,846.8\n824,362.1\n1,350,423.1\n75,083.2\n602,242.4\n256,510.9\n188,326.5\n(1,912,925.6)\n2,945,869.4\n\n**2**\n**Segment results1**\n**216,210.4**\n**215,646.3**\n**187,503.2**\n**14,511.9**\n**13,364.3**\n**33,212.9**\n**74,230.8**\n**(26,144.3)**\n**728,535.5**\n\n3\nUnallocated expenses\n\n..\n\n4\nShare of profit from associates\n\n1,506.6\n\n5\nOperating profit (2) – (3)+(4)1\n\n730,042.1\n\n6\nIncome tax expenses (net)/(net deferred tax credit)\n\n184,348.3\n\n**7**\n\n**Net profit2**\n\n**(5) – (6) **\n\n**545,693.8**\n\n**Other information**\n\n8\nSegment assets\n7,929,301.9\n5,482,698.2\n7,227,332.6\n1,025,594.7\n3,140,885.4\n685,617.4\n1,029,682.0\n(154,037.2)\n26,367,075.0\n\n9\nUnallocated assets\n\n55,339.1\n\n**10**\n\n**Total assets **\n\n**(8) + (9) **\n\n**26,422,414.1**\n\n11\nSegment liabilities\n11,119,662.2\n5,559,973.9\n4,306,765.43\n595,655.23\n3,142,401.43\n690,202.53\n1,030,790.73\n(154,037.2)3\n26,291,414.1\n\n12\nUnallocated liabilities\n\n131,000.0\n\n**13**\n\n**Total liabilities **\n\n**(11) + (12) **\n\n**26,422,414.1**\n\n14\nCapital expenditure\n27,062.6\n11,779.3\n2,054.9\n2,449.5\n2,808.5\n2,631.7\n4,057.8\n..\n52,844.3\n\n15\nDepreciation\n14,068.8\n5,983.3\n1,005.0\n672.2\n1,333.8\n1,244.1\n1,982.4\n(16.4)\n26,273.2\n\n1.Profit before tax and minority interest.\n\n2.Includes share of net profit of minority shareholders.\n\n3.Includes share capital and reserves and surplus.\n\nF-82\n\n**B.\nGeographical segments**\n\nThe Group reports its operations\nunder the following geographical segments.\n\n·**Domestic operations** comprise branches and subsidiaries/joint ventures in\nIndia.\n\n·**Foreign operations** comprise branches and subsidiaries/joint ventures outside\nIndia and offshore banking units in India.\n\nThe Group conducts transactions\nwith its customers on a global basis in accordance with their business requirements, which may span across various geographies.\n\nThe following\ntables set forth, for the periods indicated, the geographical segment results.\n\nRs. in million\n\n**Revenue**\n\n**Year ended **\n\n**March 31, **\n\n**2026 **\n\n**Year ended **\n\n**March 31, **\n\n**2025 **\n\nDomestic operations1\n3,048,239.1\n2,869,925.8\n\nForeign operations\n75,573.0\n77,450.2\n\n**Total**\n** 3,123,812.1**\n** 2,947,376.0**\n\n1.Includes share of profit from associates of Rs. 2,628.5 million (March 31, 2025: Rs. 1,506.6 million).\n\nRs. in million\n\n**Assets**\n\n**At **\n\n**March 31, **\n\n**2026 **\n\n**At **\n\n**March 31, **\n\n**2025 **\n\nDomestic operations\n27,413,668.0\n24,976,014.2\n\nForeign operations\n1,688,690.4\n1,391,060.8\n\n**Total**\n** 29,102,358.4**\n** 26,367,075.0**\n\n1.Segment assets do not include tax paid in advance/tax deducted at source (net) and deferred tax assets\n(net).\n\nThe following table sets forth, for the periods\nindicated, capital expenditure and depreciation thereon for the geographical segments.\n\nRs. in million\n\n**Particulars**\n\n**Capital expenditure incurred during the**\n**Depreciation provided during the**\n\n**Year **\n\n**ended **\n\n**March 31, **\n\n**2026 **\n\n**Year **\n\n**ended **\n\n**March 31, **\n\n**2025 **\n\n**Year **\n\n**ended **\n\n**March 31, **\n\n**2026 **\n\n**Year **\n\n**ended **\n\n**March 31, **\n\n**2025 **\n\nDomestic operations\n47,084.4\n51,073.8\n30,152.1\n25,953.4\n\nForeign operations\n1,130.4\n1,770.5\n457.9\n319.8\n\n**Total**\n** 48,214.8**\n**52,844.3**\n** 30,610.0**\n**26,273.2**\n\nF-83\n\n**12.\nPenalties/fines imposed by banking regulatory bodies**\n\nDuring the year ended March 31, 2026, RBI imposed\na penalty of Rs. 9.8 million on April 29, 2025 for non-compliance with certain directions issued by RBI on ‘Cyber Security Framework\nin Banks’, ‘Know Your Customer (KYC)’, and ‘Credit Card and Debit Card – Issuance and Conduct, during statutory\ninspection for supervisory evaluation (ISE 2023) of the Bank and Rs. 7.5 million on August 7, 2025 for non-compliance with certain directions\nissued by RBI on ‘Valuation of Properties - Empanelment of Valuers’ and ‘Opening of Current Accounts by Banks –\nNeed for discipline. During the year ended March 31, 2025, RBI imposed a penalty of Rs. 10.0 million on May 27, 2024 based on the deficiency\nobserved in regulatory compliance with the Banking Regulation Act, during statutory inspection for supervisory evaluation (ISE 2022) of\nthe Bank.\n\nThere was no penalty imposed by overseas banking\nregulatory bodies during year ended March 31, 2026 (year ended March 31, 2025: Rs. 3.4 million).\n\n**13.\nAdditional information to consolidated accounts**\n\nAdditional information to consolidated accounts\nat March 31, 2026 (Pursuant to Schedule III of the Companies Act, 2013)\n\nRs. in million\n\n**Name of the entity**\n**Net assets2**\n**Share in profit or loss**\n\n**% of total net assets**\n**Amount**\n**% of total net profit**\n**Amount**\n\n**Parent**\n\nICICI Bank Limited\n92.9%\n3,373,714.2\n92.5%\n501,466.4\n\n**Subsidiaries**\n\n**Indian**\n\nICICI Securities Primary Dealership Limited\n0.6%\n21,574.4\n0.8%\n4,472.0\n\nICICI Securities Limited\n1.7%\n61,777.0\n3.1%\n16,981.2\n\nICICI Home Finance Company Limited\n1.4%\n49,120.8\n1.2%\n6,611.9\n\nICICI Trusteeship Services Limited\n0.0%\n13.3\n0.0%\n1.9\n\nICICI Investment Management Company Limited\n0.0%\n440.7\n0.0%\n53.6\n\nICICI Venture Funds Management Company Limited\n0.1%\n2,391.6\n0.3%\n1,487.7\n\nICICI Prudential Life Insurance Company Limited\n3.8%\n136,294.7\n3.0%\n16,003.9\n\nICICI Lombard General Insurance Company Limited\n4.4%\n160,714.2\n5.1%\n27,719.8\n\nICICI Prudential Trust Limited\n0.0%\n28.9\n0.0%\n11.2\n\nICICI Prudential Asset Management Company Limited\n1.2%\n42,218.7\n6.1%\n32,986.0\n\nF-84\n\nRs. in million\n\n**Name of the entity**\n**Net assets2**\n**Share in profit or loss**\n\n**% of total net assets**\n**Amount**\n**% of total net profit**\n**Amount**\n\nICICI Pension Fund Management Limited\n0.0%\n730.6\n(0.0) %\n(94.2)\n\nI-Process Services (India) Limited\n0.0%\n996.0\n0.0%\n109.6\n\n**Foreign**\n\nICICI Bank UK PLC\n0.9%\n33,930.3\n0.4%\n2,232.1\n\nICICI Bank Canada\n0.9%\n33,317.7\n0.3%\n1,533.6\n\nICICI International Limited\n0.0%\n251.8\n0.0%\n55.9\n\nICICI Securities Holdings Inc.\n0.0%\n133.3\n0.0%\n2.5\n\nICICI Securities Inc.\n0.0%\n519.6\n0.0%\n81.4\n\n**Other consolidated entities**\n\n**Indian**\n\nICICI Strategic Investments Fund3\n..\n..\n0.0%\n55.1\n\n**Foreign**\n\nNIL\n..\n..\n..\n..\n\n**Minority Interests**\n(4.5)%\n(165,109.8)\n(6.9)%\n(37,285.5)\n\n**Associates**\n\n**Indian**\n\nNIIT Institute of Finance Banking and Insurance Training Limited4\n..\n..\n0.0%\n0.0\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)5\n..\n..\n0.0%\n0.0\n\nIndia Infradebt Limited\n..\n..\n0.5%\n2,598.2\n\nIndia Advantage Fund III6\n..\n..\n0.0%\n0.5\n\nIndia Advantage Fund IV6\n..\n..\n0.0%\n0.9\n\nArteria Technologies Private Limited\n..\n..\n0.0%\n28.8\n\n**Foreign**\n\nNIL\n..\n..\n..\n..\n\n**Joint Ventures**\n\nNIL\n..\n..\n..\n..\n\nInter-company adjustments\n(3.4)%\n(122,453.6)\n(6.4)%\n(35,037.5)\n\n**TOTAL**\n**100.0%**\n**3,630,604.2**\n**100.0%**\n**542,077.0**\n\n1.0.0 represents insignificant amount.\n\n2.Total assets minus total liabilities.\n\n3.On March 25, 2026, ICICI Strategic Investments Fund redeemed all its unit capital and ceased to be consolidated\nas per Accounting Standard 21.\n\nF-85\n\n4.On June 11, 2025, NIIT Institute of Finance, Banking and Insurance Training Limited ceased to be associates\nof the Bank.\n\n5.On April 17, 2025, FISERV Merchant Solutions Private Limited cease to be associates of the Bank.\n\n6.On July 03, 2025, India Advantage Fund-III and India Advantage Fund-IV cease to be associates of the Bank.\n\nAdditional information to consolidated\naccounts at March 31, 2025 (Pursuant to Schedule III of the Companies Act, 2013)\n\nRs. in million\n\n**Name of the entity**\n**Net assets2**\n**Share in profit or loss**\n\n**% of total net assets**\n**Amount**\n**% of total net profit**\n**Amount**\n\n**Parent**\n\nICICI Bank Limited\n93.0%\n2,920,763.0\n92.5%\n472,269.9\n\n**Subsidiaries**\n\n**Indian**\n\nICICI Securities Primary Dealership Limited\n0.6%\n20,399.9\n1.0%\n5,348.6\n\nICICI Securities Limited3\n1.7%\n53,146.4\n3.4%\n17,492.6\n\nICICI Home Finance Company Limited\n1.2%\n38,210.6\n1.1%\n5,564.8\n\nICICI Trusteeship Services Limited\n0.0%\n11.4\n0.0%\n1.7\n\nICICI Investment Management Company Limited\n0.0%\n187.1\n0.0%\n57.7\n\nICICI Venture Funds Management Company Limited\n0.1%\n2,484.0\n0.0%\n150.5\n\nICICI Prudential Life Insurance Company Limited\n3.8%\n119,413.1\n2.3%\n11,890.6\n\nICICI Lombard General Insurance Company Limited\n4.8%\n149,838.1\n4.9%\n25,082.6\n\nICICI Prudential Trust Limited\n0.0%\n25.2\n0.0%\n9.1\n\nICICI Prudential Asset Management Company Limited\n1.1%\n35,315.8\n5.2%\n26,482.5\n\nICICI Pension Fund Management Limited\n0.0%\n524.8\n(0.0%)\n(35.5)\n\nI-Process Services (India) Limited\n0.0%\n886.4\n0.1%\n266.7\n\n**Foreign**\n\nICICI Bank UK PLC\n1.0%\n30,082.3\n0.4%\n2,269.0\n\nICICI Bank Canada\n0.9%\n28,951.6\n0.9%\n4,351.9\n\nICICI International Limited\n0.0%\n172.9\n0.0%\n38.7\n\nICICI Securities Holdings Inc.\n0.0%\n130.8\n(0.0%)\n(1.1)\n\nICICI Securities Inc.\n0.0%\n434.4\n0.0%\n32.4\n\n**Other consolidated entities**\n\n**Indian**\n\nICICI Strategic Investments Fund\n0.0%\n103.3\n0.0%\n34.0\n\n**Foreign**\n\nF-86\n\nRs. in million\n\n**Name of the entity**\n**Net assets2**\n**Share in profit or loss**\n\n**% of total net assets**\n**Amount**\n**% of total net profit**\n**Amount**\n\nNIL\n..\n..\n..\n..\n\nMinority Interests\n(4.7%)\n(148,367.4)\n(6.9%)\n(35,401.8)\n\n**Associates**\n\n**Indian**\n\nNIIT Institute of Finance Banking and Insurance Training Limited\n..\n..\n0.0%\n21.3\n\nFISERV Merchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited)4\n..\n..\n(0.2%)\n(813.0)\n\nIndia Infradebt Limited\n..\n..\n0.4%\n2,194.6\n\nIndia Advantage Fund III\n..\n..\n0.0%\n66.1\n\nIndia Advantage Fund IV\n..\n..\n0.0%\n7.7\n\nArteria Technologies Private Limited\n..\n..\n0.0%\n29.9\n\n**Foreign**\n\nNIL\n..\n..\n..\n..\n\n**Joint Ventures**\n\nNIL\n..\n..\n..\n..\n\nInter-company adjustments\n(3.5%)\n(113,654.4)\n(5.1%)\n(27,119.7)\n\n**TOTAL**\n**100.0%**\n**3,139,059.1**\n**100.0%**\n**510,292.0**\n\n1.0.0 represents insignificant amount.\n\n2.Total assets minus total liabilities.\n\n3.On March 24, 2025, ICICI Securities Limited became a wholly-owned subsidiary of the Bank.\n\n4.The Bank has executed a share purchase agreement for sale of its entire stake in equity shares of FISERV\nMerchant Solutions Private Limited (erstwhile ICICI Merchant Services Private Limited) on March 29, 2025. The share transfer was not completed\nby March 31, 2025.\n\n**14.\nRevaluation of fixed assets**\n\nThe Bank and its domestic subsidiaries\n(excluding insurance subsidiaries follows the revaluation model for their premises (land and buildings) other than improvements to leasehold\nproperty as per AS 10 – ‘Property, Plant and Equipment’. In accordance with the policy, annual revaluation is carried\nout through external valuers, using methodologies such as direct sales comparison method and income capitalisation method and the incremental\namount has been taken to revaluation reserve. The revalued amount at March 31, 2026 was Rs. 65,961.8 million (March 31, 2025: Rs. 61,442.7\nmillion) as compared to the historical cost less accumulated depreciation of Rs. 26,360.6 million (March 31, 2025: Rs. 23,647.6 million).\n\nThe revaluation\nreserve is not available for distribution of dividend.\n\nF-87\n\n**15.\nProposed dividend on equity shares**\n\nThe Board of Directors at its meeting\nheld on April 18, 2026 has recommended a dividend of Rs. 12 per equity share for the year ended March 31, 2026 (year ended March 31, 2025:\nRs. 11 per equity share). The declaration and payment of dividend is subject to requisite approvals.\n\n**16.\nDivergence in asset classification and provisioning for NPAs**\n\nIn terms of the RBI circular no. DOR.ACC.REC.No.74/21.04.018/2022-23\ndated October 11, 2022, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI’s\nannual supervisory process in their notes to accounts to the financial statements, wherever either (a) the additional provisioning requirements\nassessed by RBI exceed 5% of the reported net profits before provisions and contingencies or (b) the additional gross NPAs identified\nby RBI exceed 5% of the published incremental gross NPAs for the reference period, or both. Based on the condition mentioned in RBI circular,\nno disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI’s supervisory process\nfor the year ended March 31, 2025 and for the year ended March 31, 2024.\n\n**17.\nDisclosure on lending and borrowing activities**\n\nThe Bank and its subsidiaries, as part of its\nnormal banking business, grant loans and advances, makes investment, provides guarantees to and accept deposits and borrowings from its\ncustomers, other entities and persons. These transactions are part of Bank’s normal banking business, which is conducted ensuring\nadherence to all regulatory requirements\n\nOther than the transactions described above, no\nfunds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by\nthe Bank and its subsidiaries incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”)\nwith the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or\non behalf of the Bank and its subsidiaries incorporated in India (Ultimate Beneficiaries). The Bank and its subsidiaries incorporated\nin India have also not received any fund from any parties (Funding Party) with the understanding that the Bank and its subsidiaries incorporated\nin India shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party\n(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.\n\n**18.\nGoodwill on consolidation**\n\nAt March 31, 2026, the Bank has recognised goodwill\non consolidation of subsidiaries of Rs. 105,500.5 million (net-off capital reserve of Rs. 358.5 million); March 31, 2025: Rs. 84,594.3\nmillion (net-off capital reserve of Rs. 358.5 million)\n\n**19.\nChanges in group structure**\n\n**I.****Acquisition of additional stake in ICICI Lombard General Insurance Company Limited**\n\nF-88\n\nDuring Q1-2025, the Bank through stock\nexchange mechanism had acquired the additional stake in ICICI Lombard General Insurance Company Limited (ICICI General) in multiple tranches,\nresulting into increase in shareholding by 0.54%. Accordingly, additional goodwill of Rs. 4,360.2 million was recognised on purchase of\nadditional stake in ICICI Lombard General Insurance Company Limited.\n\n**II.****De-listing of ICICI Securities Company Limited**\n\nThe Board of Directors of the Bank on June 29,\n2023 approved the draft scheme of arrangement for delisting of equity shares of ICICI Securities Limited. As per the Scheme of Arrangement\namongst ICICI Securities Limited, ICICI Bank Limited and their respective shareholders (the Scheme’), ICICI Securities Limited has\nbeen delisted from stock exchanges on March 24, 2025 and became a wholly-owned subsidiary of the Bank. The Bank issued 56,008,117 equity\nshares of the Bank of face value ₹ 2 each in accordance with the Scheme to the public shareholders of ICICI Securities Limited.\nThe Bank recognised a securities premium of Rs. 68,876.0 million based on the market price of equity shares of the Bank on effective date\nof the Scheme. Further, the Bank recognised a goodwill of Rs. 55,492.5 million in consolidated financial statements at March 31, 2025\non account of acquisition of additional stake in ICICI Securities Limited.\n\n**III.****Acquisition of additional Stake in ICICI Prudential Asset Management Company Limited**\n\nOn December 09, 2025, the Bank has acquired\n2.0% additional equity stake in the ICICI Prudential Asset Management Company Limited. Accordingly, additional goodwill of Rs. 20,632.8\nmillion was recognised on purchase of additional stake in ICICI Prudential Asset Management Company Limited.\n\n**IV.****Acquisition of additional stake in ICICI Pension Fund Management Limited**\n\nThe Bank has executed the share purchase\nagreement with ICICI Prudential Life Insurance Company Limited on January 12, 2026 and consequently, the Bank holds 100.0% shareholding\nin ICICI Pension Fund Management Limited and it become a wholly-owned subsidiary of the Bank. Accordingly, goodwill of Rs. 631.9 million\nwas recognised on purchase of stake in ICICI Pension Fund Management Limited.\n\n**V.****Redemption of units in ICICI Strategic Investments Fund**\n\nOn March 25, 2026, ICICI Strategic Investments\nFund redeemed all its unit capital and ceased to be consolidated as per Accounting Standard 21.\n\nF-89\n\n**VI.****Associates**\n\n·On March 29, 2025, the Bank executed a share purchase agreement for sale of its entire shareholding in\nthe equity shares of FISERV Merchant Solutions Private Limited. On April 17, 2025, the share transfer was completed and it ceased to be\nan associate of the Bank.\n\n·On June 11, 2025, the Bank executed a share purchase agreement for sale of its entire shareholding in\nthe equity shares of NIIT Institute of Finance Banking and Insurance Training Limited, consequent to which the share transfer was completed\nand it ceased to be an associate of the Bank.\n\n·On July 03, 2025, all unit capital in India Advantage Fund-III (IAF-III) and India Advantage Fund-IV (IAF-IV)\nheld by the Bank and subsidiaries had been redeemed and ceased to be associates of the Bank.\n\n**20.\nBusiness Transfer Agreement between ICICI Venture Funds Management Company Limited and ICICI Prudential Asset Management Company\nLimited**\n\nThe ICICI Prudential Asset Management Company\nLimited has entered into a Business Transfer Agreement (“BTA”) dated September 22, 2025 with ICICI Venture Funds Management\nCompany Limited, inter alia, for the sale and transfer of the investment management rights relating to identified Category II Alternative\nInvestment Funds from ICICI Venture Funds Management Company Limited to ICICI Prudential Asset Management Company Limited. The Parties\nhave received the requisite approval from the Competition Commission of India vide its letter dated November 25, 2025 and the Securities\nand Exchange Board of India vide its letter dated March 02, 2026 in relation to the BTA. Pursuant to receipt of regulatory approval requisite\nagreements in this regard have been executed by the ICICI Prudential Asset Management Company Limited. Accordingly, upon successful closing\nof the transaction contemplated under the BTA, the ICICI Prudential Asset Management Company Limited, inter alia, providing investment\nmanagement services to the identified funds with effect from April 1, 2026.\n\n**21.\nAdditional disclosures **\n\nAdditional statutory information disclosed in\nthe separate financial statements of the Bank and subsidiaries having no material bearing on the true and fair view on the consolidated\nfinancial statements and the information pertaining to the items which are not material have not been disclosed in the consolidated financial\nstatements.\n\n**22.\nComparative\nfigures**\n\nThe consolidated financial statements for the\nyear ended March 31, 2026 are not comparable with the previous year to the extent new entities have been consolidated, entities discontinued\nfrom consolidation and change in ownership interest.\n\nFigures of the previous year have been re-grouped,\nwherever necessary to conform to the current year presentation.\n\nF-90\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nB. Additional Notes\n\n**1.\nReserves**\n\n**Statutory reserve:**Represents reserve created\nas a percentage of the net profit before any other appropriation as required by the Banking Regulation Act, 1949. Every banking company\nin India is currently required to transfer not less than 25% of the net profit (before appropriations) to the “statutory reserve”.\n\n**Special reserve:**Represents reserve maintained\nunder the Income Tax Act, 1961 to avail tax benefits.\n\n**Securities premium:** Represents amount of\npremium received on issue of share capital, net of expenses incurred on issue of shares.\n\n**AFS reserve:**Represents unrealized gains\nand losses on investments classified as available for sale, net of tax if any.\n\n**Investment fluctuation reserve:**Represents\nappropriation of net gains on sale of securities classified as available for sale and fair value through profit and loss account (including\nsecurities classified as held for trading), or net profit after mandatory appropriations to other reserves, whichever is lower, until\nthe amount of this reserve is at least 2% of securities classified as available for sale and fair value through profit and loss account\n(including securities classified as held for trading). Balance in investment fluctuation reserve in excess of 2% of securities classified\nas available for sale and fair value through profit and loss account (including securities classified as held for trading) portfolio can\nbe drawn down and transferred to balance in profit and loss account.\n\n**Capital reserve:**Represents amount of gains\non sale of securities classified as held to maturity, gains on sale of equity investments designated as available for sale, gain on sale/reclassification\nof investments in subsidiaries, joint ventures and associates and gains on sale of land and building classified as banking assets, net\nof tax and transfer to statutory reserve.\n\n**Capital redemption reserve:**Represents\nappropriations made from the surplus profit available for previous years on redemption of preference shares by the Bank, as required under\nthe Companies Act, 2013.\n\n**Foreign currency translation reserve:**Represents\ncumulative exchange differences arising from translation of financial statements of non-integral foreign operations. Foreign currency\ntranslation reserve also includes translation differences on the already repatriated retained earnings of non-integral foreign operations\nwhich are not recognized in profit and loss account in accordance with RBI guidelines. As per RBI guidelines, such translation differences\non already repatriated retained earnings can only be recognized in profit and loss account on closure of the non-integral operations.\n\n**Revaluation reserve:**Represents reserve\non revaluation of premises carried out by the Group.\n\n**Revenue and other reserves:**Represents\nreserves other than capital reserves and those separately classified.\n\n**Balance\nin profit and loss account:**Represents the balance of profit after appropriations.\n\nF-91\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**2.\nDeposits**\n\nDeposits include current account\ndeposits, which are non-interest bearing, savings account deposits and time deposits, which are interest bearing.\n\nThe following table sets forth,\nthe residual contractual maturities of time deposits at March 31, 2026.\n\n**Rupees in million**\n\nDeposits maturing during the year ending March 31,\n\n2027\n7,333,600.0\n\n2028\n2,403,281.2\n\n2029\n726,402.8\n\n2030\n130,874.6\n\n2031\n108,249.7\n\nThereafter\n86,296.5\n\n**Total time deposits **\n\n**10,788,704.8**\n\nTotal uninsured time deposits\nat March 31, 2026 were Rs. 9,713,937.0 million and at March 31, 2025 were Rs. 8,596,700.7 million.\n\n**3.\nLong-term debt**\n\nLong-term debt represents debt\nwith an original contractual maturity of greater than one year. Maturity distribution is based on residual contractual maturity or the\ndate at which the debt is callable at the option of the holder, whichever is earlier. A portion of the long-term debt bears a fixed rate\nof interest. Interest rates on floating-rate debt are generally linked to the Secured Overnight Financing Rate or similar money market\nrates. The segregation between fixed-rate and floating-rate obligations is based on the contractual terms.\n\nThe following table sets forth,\na listing of long-term debt at March 31, 2026, by maturity and interest rate profile.\n\n**Rupees in million**\n\n**Fixed\nrate obligations**\n\n**Floating rate**\n\n**obligations**\n\n**Total**\n\nLong-term debt maturing during the year ending March 31,\n\n2027\n243,510.7\n40,050.6\n283,561.3\n\n2028\n205,150.1\n46,793.2\n251,943.3\n\n2029\n224,687.5\n30,298.5\n254,986.0\n\n2030\n113,429.4\n12,108.5\n125,537.9\n\n2031\n37,603.2\n9,725.3\n47,328.5\n\nThereafter\n264,789.3\n11,225.7\n276,015.0\n\n**Total**\n**1,089,170.2**\n\n**150,201.8**\n** 1,239,372.0**\n\nLess: Unamortized debt issue costs\n\n(508.5)\n(106.9)\n(615.4)\n\n**Total **\n** 1,088,661.7**\n**150,094.9**\n\n**1,238,756.6**\n\n****\n\nF-92\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n** **\n\n**Indian rupee debt**\n\nThe following tables set forth,\nfor the periods indicated, a listing of major categories of Indian rupee debt.\n\n**Rupees in million**\n\n**Category**\n**At March 31, 2026**\n\n**Amount**\n\n**Weighted**\n\n**average**\n\n**interest**\n\n**rate**\n\n**Range**\n\n**Weighted**\n\n**average**\n\n**residual**\n\n**maturity**\n\n**(in years)**\n\nBonds issued to institutional/individual investors\n609,156.7\n7.5%\n6.1% to 13.1%\n4.4\n\nRefinance from financial institutions\n330,240.9\n6.0%\n3.0% to 8.4 %\n1.6\n\nBorrowings from other banks\n70,843.2\n7.0%\n6.3% to 7.9%\n5.3\n\nFixed deposits\n53,910.0\n7.4%\n5.8% to 8.7%\n2.3\n\n**Total**\n**1,064,150.8**\n**7.0%**\n\n**3.5**\n\n** **\n\n**Rupees in million**\n\n**Category**\n**At March 31, 2025**\n\n**Amount**\n\n**Weighted**\n\n**average**\n\n**interest**\n\n**rate**\n\n**Range**\n\n**Weighted**\n\n**average**\n\n**residual**\n\n**maturity**\n\n**(in years)**\n\nBonds issued to institutional/individual investors\n570,075.5\n7.5%\n6.1% to 13.1%\n4.7\n\nRefinance from financial institutions\n344,067.1\n6.8%\n3.0% to 8.5%\n1.3\n\nBorrowings from other banks\n60,491.5\n8.0%\n7.5% to 8.6%\n5.6\n\nFixed deposits\n43,253.3\n7.5%\n5.6% to 8.7%\n2.6\n\n**Total**\n**1,017,887.4**\n**7.3%**\n\n**3.5**\n\n** **\n\n** **\n\n**Foreign currency debt**\n\nThe following tables set forth,\nfor the periods indicated, a listing of major categories of foreign currency debt.\n\n**Rupees in million**\n\n**Category**\n**At March 31, 2026**\n\n**Amount**\n\n**Weighted**\n\n**average**\n\n**interest **\n\n**rate**\n\n**Range**\n\n**Weighted**\n\n**average**\n\n**residual**\n\n**maturity**\n\n**(in years)**\n\nBonds\n52,157.9\n4.1%\n3.8% to 7.1%\n1.8\n\nOther borrowings\n122,447.9\n3.0%\n0.9% to 5.3%\n2.1\n\n**Total**\n**174,605.8**\n**3.4%**\n\n**2.0**\n\n** **\n** **\n** **\n** **\n\n1.Primarily denominated in USD and CAD\n\nF-93\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Rupees in million**\n\n**Category**\n**At March 31, 2025**\n\n**Amount**\n\n**Weighted **\n\n**average**\n\n**interest **\n\n**rate**\n\n**Range**\n\n**Weighted**\n\n**average**\n\n**residual**\n\n**maturity**\n\n**(in years)**\n\nBonds\n119,628.8\n4.0%\n3.7% to 7.1%\n1.7\n\nOther borrowings\n117,314.0\n2.5%\n0.6% to 8.0%\n1.3\n\n**Total**\n**236,942.8**\n**3.3%**\n\n**1.5**\n\n1.Primarily denominated in USD and CAD\n\nSee note on “Schedule\n18B-Additional note-19 Selected information from Indian GAAP financials” for assets pledged as securities for borrowings.\n\n**4.\nCash and cash equivalents**\n\nBanks in India are required\nto maintain with Reserve Bank of India, average daily balance of 3% of their net demand and time liabilities by way of cash reserve, for\na fortnight period. The banks are allowed to maintain minimum cash reserve of not less than 90% of the required cash reserve on all days\nduring the reporting fortnight, in such a manner that the average of cash reserve maintained daily shall not be less than the requirement\nprescribed by the Reserve Bank of India.\n\nThe Bank’s minimum cash\nreserve requirements for the fortnight period of March 31, 2026 were Rs. 513,155.9 million (March 31, 2025: Rs. 605,107.8 million) which\nare subject to withdrawal and usage restrictions. Deposits maintained with the Reserve Bank of India were Rs. 513,401.9 million at March\n31, 2026 (March 31, 2025: Rs. 627,009.0 million) towards the minimum cash reserve requirements.\n\nDeposits with other banks include\nRs. 211,002.7 million (March 31, 2025: Rs. 210,133.0 million) in deposits, which have original maturities greater than 90 days.\n\n**5.\nInvestments**\n\nDuring the year ended March 31, 2025, the Bank has\nimplemented the Master Direction on Classification, Valuation and Operations of Investment portfolio of Commercial Banks (Direction),\n2023 issued on September 12, 2023. The implementation of the master direction resulted in reclassification of the existing investment\nportfolio of the Bank as on April 1, 2024 into revised categories of ‘Held to maturity’ (HTM), ‘Available for sale’\n(AFS), ‘Fair value through profit and loss account’ (FVTPL) including ‘Held for trading’ (HTM) as sub-category\nwithin FVTPL and ‘Investment in subsidiary, associate and joint venture’ which are carried at cost (Cost). The Bank reclassified\nits investment portfolio as per direction on April 1, 2024 and recorded transition adjustments in General Reserve and Available for sale\nreserve.\n\nFor the purpose of below disclosures, the investments\nclassified as Held to maturity and Investments in subsidiaries, associates and joint ventures at March 31, 2025 under Indian GAAP are\ndisclosed as part of ‘Held to maturity’ category, investments classified as available for sale at March 31, 2025 under Indian\nGAAP are disclosed as part of “Available for sale” category and investments classified as Held for trading and Fair value\nthrough profit and loss account at March 31, 2025 under Indian GAAP are disclosed part of ‘Held for trading’ category.\n\nFurther, no change is made in all previous periods\npresented as this requires assumptions about management's intent in previous periods which would be not practicable. Accordingly, the\nprevious period information is not comparable with information as at March 31, 2025. The detailed explanation of changes in\nthe accounting policy due to implementation of the said master direction is provided in the section ‘2. Investments’ of Schedule\n17: Significant Accounting policy.\n\nF-94\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, the portfolio of investments classified as held to maturity.\n\nRupees in million\n\n**At\nMarch 31, 2026 **\n\n**At\nMarch 31, 2025**\n\n**Amortized\ncost/cost**\n\n**Gross\nunrealized gain**\n\n**Gross\nunrealized loss**\n\n**Fair\nvalue**\n\n**Amortized\ncost/cost**\n\n**Gross\nunrealized gain**\n\n**Gross\nunrealized loss**\n\n**Fair\nvalue**\n\nHeld to maturity\n\nCorporate debt securities\n782,938.1\n2,909.1\n(7,099.8)\n778,747.4\n613,750.5\n9,947.3\n(1,186.1)\n622,511.7\n\nGovernment securities\n4,316,106.5\n39,461.3\n(53,462.2)\n4,302,105.4\n4,167,081.3\n115,004.4\n(3,573.8)\n4,278,511.9\n\nOther debt securities1\n76,716.7\n\n..\n\n(35.5)\n76,681.3\n75,860.0\n24.8\n(0.3)\n75,884.5\n\nTotal debt securities\n5,175,761.3\n42,370.4\n(60,597.5)\n5,157,534.1\n4,856,691.8\n124,976.5\n(4,760.2)\n4,976,908.1\n\nEquity shares\n18,616.9\n..\n..\n18,616.9\n16,488.1\n..\n..\n16,488.1\n\nOther securities\n2,168.4\n1,782.6\n(12.3)\n3,938.7\n2,052.4\n1,622.4\n(29.5)\n3,645.3\n\n**Total **** **\n** ****5,196,546.6**** **** **\n** ****44,153.0**** **** **\n** ****(60,609.8****)**** **\n** ****5,180,089.7**** **** **\n** ****4,875,232.3**** **** **\n** ****126,598.9**** **** **\n** ****(4,789.7****)**** **\n** ****4,997,041.5**** **\n\n1.Includes certificate of deposit and commercial paper.\n\n2.Interest accrued on held-to-maturity securities amounted to Rs. 93,560.4 million at March 31, 2026 (March\n31, 2025: Rs. 90,317.4 million).\n\nThe following table sets forth,\nfor the periods indicated, the portfolio of investments classified as available for sale.\n\nRupees in million\n\n**At\nMarch 31, 2026 **\n\n**At\nMarch 31, 2025**\n\n**Amortized\ncost/cost**\n\n**Gross\nunrealized gain**\n\n**Gross\nunrealized loss**\n\n**Fair\nvalue**\n\n**Amortized\ncost/cost**\n\n**Gross\nunrealized gain**\n\n**Gross\nunrealized loss**\n\n**Fair\nvalue**\n\nAvailable for sale\n\nCorporate debt securities\n161,770.9\n988.6\n(1,900.0)\n160,859.5\n114,765.2\n866.8\n(185.0)\n115,447.0\n\nGovernment securities\n460,787.2\n2,238.0\n(1,099.5)\n461,925.6\n620,226.1\n4,173.8\n(130.9)\n624,269.0\n\nOther debt securities1\n226,714.7\n1,147.7\n(2,979.6)\n224,882.9\n254,107.0\n3,702.0\n(367.7)\n257,441.3\n\nTotal debt securities\n849,272.8\n4,374.3\n(5,979.1)\n847,668.0\n989,098.3\n8,742.6\n(683.6)\n997,157.3\n\nEquity shares\n217,101.6\n39,924.3\n(18,167.8)\n238,858.1\n190,125.8\n61,031.0\n(7,008.9)\n244,147.9\n\nOther securities\n17,078.1\n290.8\n(733.7)\n16,635.2\n13,264.2\n644.9\n(238.5)\n13,670.7\n\n**Total **** **\n** ****1,083,452.5**** **** **\n** ****44,589.4**** **** **\n** ****(24,880.6****)**** **\n** ****1,103,161.3**** **** **\n** ****1,192,488.3**** **** **\n** ****70,418.5**** **** **\n** ****(7,931.0****)**** **\n** ****1,254,975.9**** **\n\n1.Includes pass through certificates, certificate of deposit, commercial paper and banker's acceptance.\n\n2.Interest accrued on available for sale securities amounted to Rs. 10,859.0 million at March 31, 2026 (March\n31, 2025: Rs. 12,237.6 million).\n\nF-95\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Income from securities available\nfor sale**\n\nThe following table sets forth,\nfor the periods indicated, a listing of income from securities classified as available for sale.\n\nRupees in million\n\nYear ended March 31,\n\n**2026**\n\n**2025**\n\n**2024**\n\nInterest\n62,177.3\n76,636.7\n86,421.6\n\nDividend\n3,435.6\n2,783.9\n1,644.8\n\n**Total **** **\n** ****65,612.9**** **** **\n** ****79,420.6**** **** **\n** ****88,066.4**** **\n\nGross realized gain\n30,546.5\n21,969.3\n34,847.3\n\nGross realized loss\n(1,944.9)\n(1,566.1)\n(4,090.7)\n\n**Total **** **\n** ****28,601.6**** **** **\n** ****20,403.2**** **** **\n** ****30,756.6**** **\n\n** **\n\n**Income from securities held\nfor trading**\n\nThe following table sets forth,\nfor the periods indicated, a listing of income from securities classified as held for trading.\n\nRupees in million\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nInterest and dividend\n68,880.8\n67,096.6\n31,690.9\n\nRealized gain/(loss) on sale of trading portfolio\n14,306.4\n15,433.8\n5,877.7\n\nUnrealized gain/(loss) on trading portfolio\n(12,612.0)\n15,336.1\n19.3\n\n**Total **** **\n** ****70,575.2**** **** **\n** ****97,866.5**** **** **\n** ****37,587.9**** **\n\n** **\n\n**Maturity profile of debt\nsecurities**\n\nThe following table sets forth,\na listing of each category of held to maturity debt securities at March 31, 2026, by maturity.\n\nRupees in million\n\n**Amortized\ncost**\n\n**Fair\nvalue**\n\nCorporate debt securities\n\nLess than one year\n126,720.0\n126,602.1\n\nOne to five years\n409,339.7\n407,772.0\n\nFive to ten years\n217,340.9\n216,318.7\n\nGreater than ten years\n29,537.5\n28,054.6\n\nTotal corporate debt securities\n782,938.1\n778,747.4\n\nGovernment securities\n\nLess than one year\n109,514.9\n109,807.9\n\nOne to five years\n1,609,521.9\n1,624,955.9\n\nFive to ten years\n1,836,060.5\n1,840,134.4\n\nGreater than ten years\n761,009.2\n727,207.2\n\nTotal government securities\n4,316,106.5\n4,302,105.4\n\nOther debt securities\n\nLess than one year\n76,716.7\n76,681.3\n\nOne to five years\n..\n..\n\nFive to ten years\n..\n..\n\nGreater than ten years\n..\n..\n\n**Total other debt securities **** **\n** ****76,716.7**** **** **\n** ****76,681.3**** **\n\n**Total debt securities classified as held to maturity **** **\n** ****5,175,761.3**** **** **\n** ****5,157,534.1**** **\n\nF-96\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\na listing of each category of available for sale debt securities at March 31, 2026, by maturity.\n\nRupees in million\n\n**Amortized\ncost**\n\n**Fair\nvalue**\n\nCorporate debt securities\n\nLess than one year\n15,673.0\n15,664.8\n\nOne to five years\n117,993.2\n117,453.9\n\nFive to ten years\n19,476.0\n19,761.7\n\nGreater than ten years\n8,628.7\n7,979.1\n\nTotal corporate debt securities\n161,770.9\n160,859.5\n\nGovernment securities\n\nLess than one year\n190,848.9\n191,223.0\n\nOne to five years\n189,769.2\n189,341.0\n\nFive to ten years\n80,068.2\n81,267.3\n\nGreater than ten years\n100.9\n94.3\n\nTotal Government securities\n460,787.2\n461,925.6\n\nOther debt securities\n\nLess than one year\n118,216.0\n118,000.8\n\nOne to five years\n65,755.0\n65,508.9\n\nFive to ten years\n17,986.2\n17,490.0\n\nGreater than ten years\n24,757.5\n23,883.2\n\nTotal other debt securities\n226,714.7\n224,882.9\n\n**Total debt securities classified as available for sale **** **\n** ****849,272.8**** **** **\n** ****847,668.0**** **\n\n**Credit rating profile of\nheld-to-maturity debt securities**\n\nThe Group considers credit\nrating as credit quality indicators for the held-to-maturity debt securities. The credit rating of debt securities is issued by external\ncredit rating agencies.\n\nThe following table sets forth,\nheld-to-maturity debt securities by external credit rating at March 31, 2026:\n\nRupees in million\n\n**AAA,\nAA+, AA, AA-, 1, 2A-C**\n\n**A+,\nA, A-, 3 A-C**\n\n**BBB+,\nBBB and BBB-, 4A-C**\n\n**Below\ninvestment grade**\n\n**Unrated**\n\n**Total**\n\nCorporate debt securities\n754,072.0\n1,413.3\n19,504.5\n7,948.3\n..\n782,938.1\n\nGovernment securities1\n4,316,106.5\n..\n..\n..\n..\n4,316,106.5\n\nOther debt securities\n76,716.7\n..\n..\n..\n..\n76,716.7\n\n**Total Debt securities**** **\n** ****5,146,895.2**** **** **\n** ****1,413.3**** **** **\n** ****19,504.5**** **** **\n** ****7,948.3**** **** **\n\n**.. **\n** **\n** ****5,175,761.3**** **\n\n1.These represent investments in the government securities made by the Group, since these investments carry a moderate to high protection\nwith regard to timely payment of financial obligations the same have been classified in “AAA, AA+, AA, AA-, 1, 2A-C. for further\ndetailed discussion on these rating grades please refer “credit quality indicators” of loans forming part of “7. Loans”\ndisclosure below.\n\nThe following table sets forth,\nheld-to-maturity debt securities by external credit rating at March 31, 2025:\n\nRupees in million\n\n**AAA,\nAA+, AA, AA-, 1, 2A-C**\n\n**A+,\nA, A-, 3 A-C**\n\n**BBB+,\nBBB and BBB-, 4A-C**\n\n**Below\ninvestment grade**\n\n**Unrated**\n\n**Total**\n\nCorporate debt securities\n586,259.9\n2,047.6\n17,299.5\n8,143.5\n..\n613,750.5\n\nGovernment securities1\n4,167,081.3\n..\n..\n..\n..\n4,167,081.3\n\nOther debt securities\n75,860.0\n..\n..\n..\n..\n75,860.0\n\n**Total Debt securities**** **\n** ****4,829,201.2**** **** **\n** ****2,047.6**** **** **\n** ****17,299.5**** **** **\n** ****8,143.5**** **** **\n\n**.. **\n** **\n** ****4,856,691.8**** **\n\n1.These represent investments in the government securities made by the Group, since these investments carry a moderate to high protection\nwith regard to timely payment of financial obligations the same have been classified in “AAA, AA+, AA, AA-, 1, 2A-C. for further\ndetailed discussion on these rating grades please refer “credit quality indicators” of loans forming part of “7. Loans”\ndisclosure below.\n\nF-97\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThere were no held-to-maturity debt securities\nthat were past due (30 days overdue) at year ended March 31, 2026 and March 31, 2025. There were no held-to-maturity debt securities that\nwere overdue for more than 90 days and still accruing at the year ended March 31, 2026 and March 31, 2025.\n\n**6.\nRepurchase transactions**\n\nThe Group undertakes repurchase\nand reverse repurchase transactions of Government securities and corporate bonds during the year. These transactions are generally of\na short tenure and are undertaken with the Reserve Bank of India, banks and other financial institutions as counterparties.\n\nAt March 31, 2026, outstanding\nborrowings under repurchase transactions including Liquidity Adjustment Facility and Marginal Standing Facility offered by the Reserve\nBank of India amounted to Rs. 232,673.7 million (March 31, 2025: Rs. 288,993.9 million) and the outstanding lending under reverse repurchase\ntransactions including Liquidity Adjustment Facility amounted to Rs. 310,208.8 million (March 31, 2025: Rs. 72,514.5 million).\n\nDuring fiscal 2026, average\nborrowings under repurchase transactions including Liquidity Adjustment Facility and Marginal Standing Facility amounted to Rs. 430,915.3\nmillion (March 31, 2025: Rs. 426,550.4 million) and average lending under reverse repurchase transactions including Liquidity Adjustment\nFacility amounted to Rs. 120,751.9 million (March 31, 2025: Rs. 119,724.8 million).\n\n**7.\nLoans**\n\nThe following table sets forth,\nfor the periods indicated, a listing of loans by category.\n\nRupees in million\n\n**At\nMarch 31,**\n\n**2026**\n\n**2025**\n\nCommercial loans\n7,361,071.1\n6,163,475.8\n\nTerm loans\n2,432,555.6\n2,053,215.1\n\nWorking capital facilities1\n4,928,515.5\n4,110,260.7\n\nConsumer loans and credit card receivable\n9,259,471.9\n8,225,817.9\n\nMortgage loans\n5,184,464.2\n4,490,975.6\n\nOther secured loans\n2,126,353.8\n1,843,913.4\n\nCredit card receivables\n548,653.1\n587,875.3\n\nOther unsecured loans\n1,400,000.8\n1,303,053.6\n\nTotal gross advances\n16,620,543.0\n14,389,293.7\n\nProvision for loan losses2\n(173,963.3)\n(182,656.6)\n\n**Total net advances3 **** **\n** ****16,446,579.7**** **** **\n** ****14,206,637.1**** **\n\n1.Includes bills purchased and discounted, overdrafts, cash credit and loans repayable on demand.\n\n2.Excludes provision on performing loans.\n\n3.Interest accrued on loans amounted to Rs. 107,541.8 million at March 31, 2026 (March 31, 2025: Rs. 106,536.1 million).\n\n**Commercial loans**\n\nCommercial loans include term\nloans and working capital facilities extended to corporate and other business entities, including programme-based loans extended to small\nand medium enterprises such as proprietorship firms, partnership firms and private limited companies.\n\n**Consumer loans**\n\nThe Bank’s consumer loan\nportfolio includes both secured loans and unsecured loans. Secured consumer loans constitute a significant majority of the Bank’s\ntotal consumer loan portfolio.\n\nF-98\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Secured consumer loan portfolio**\n\nThe Bank’s secured loan\nportfolio consists of mortgage loans, automobile loans, commercial vehicle loans, jewel loans, farm equipment loans, kisan (farmer) credit\ncards and other secured loans.\n\nThe Bank’s mortgage loan\nportfolio includes home loans made to individuals and business entities and loan against mortgage of property for business or personal\nrequirement.\n\nThe Bank extends kisan (farmer)\ncredit card facility to farmers for meeting their cost of cultivation and other ancillary expenses.\n\nThe Bank provides jewel loans\nagainst gold ornaments and gold coins.\n\n**Unsecured consumer loan portfolio**\n\nThe Bank’s unsecured\nloan portfolio includes personal loans, credit cards and other unsecured loans.\n\n**Standard restructured loans**\n\nA loan is classified as restructuring,\nwhere a concessionary modification such as changes in repayment period, principal amount, repayment installment and rate of interest has\nbeen made by the Group, and downgraded to non-performing. The restructuring of loans in the event of a natural calamity, restructuring\ninvolving deferment of date of commencement of commercial operations for projects under implementation and restructuring for certain medium\nand small medium enterprises continue to be classified as standard restructured loans. Further, the Reserve Bank of India through its\nguideline on ‘Resolution Framework for COVID-19-related Stress’ dated August 6, 2020, provided a prudential framework to implement\na resolution plan in respect of eligible borrowers and personal loans, while classifying such exposures as standard, subject to specified\nconditions.\n\nThe loan accounts subjected\nto restructuring by the Bank are upgraded to the standard category from standard restructured category if the borrower has demonstrated,\nover a minimum period of one year, the ability to repay the loan in accordance with the contractual terms and the borrower has been reinstated\nto a normal level of general provisions for standard loans/risk weights for capital adequacy computations. The period of one year is from\nthe commencement of the first payment of principal or interest whichever was later on the credit facility with the longest period of moratorium\nunder the restructured terms. The restructured loans, classified as non-performing, can be upgraded only after satisfactory performance\nduring the ‘specified period’, that is, the date by which at least a certain percentage of the outstanding principal debt\nas per the resolution plan and interest capitalization sanctioned as part of the restructuring, if any, is repaid or one year from the\ncommencement of the first payment of interest or principal on the credit facility with the longest period of moratorium under the terms\nof the resolution plan, whichever is later. Further, large restructured accounts (accounts where the aggregate exposure of lenders is\nRs. 1.00 billion and above) qualify for an upgrade if in addition to demonstration of satisfactory payment performance as mentioned above,\nthe loan is rated at investment grade (BBB- equivalent or better) at the end of the ‘specified period’ by credit rating agencies\naccredited by the Reserve Bank of India.\n\nAt March 31, 2026, the Group\nhad committed to lend (including non-fund based facilities) Rs. 1,892.9 million (March 31, 2025: Rs. 1,386.7 million) to borrowers who\nare parties to standard restructurings.\n\nF-99\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the dates indicated, a listing of standard restructured loans.\n\nRupees in million\n\n**At\nMarch 31,**\n\n**2026**\n\n**2025**\n\nCommercial loans\n\nTerm loans\n1,024.5\n1,846.7\n\nWorking capital facilities\n825.9\n1,262.5\n\nConsumer loans\n\nMortgage loans\n15,024.8\n18,043.0\n\nOther secured loans\n1,194.1\n2,240.2\n\nCredit card receivables\n67.0\n0.2\n\nOther unsecured loans\n136.5\n205.8\n\nLease financing\n\n**..**\n\n**..**\n\n**Total gross restructured loans1 **\n18,272.8\n23,598.4\n\nProvision for loan losses2\n(647.4)\n(900.4)\n\n**Total net restructured loans **** **\n** ****17,625.4**** **** **\n** ****22,698.0**** **\n\nRepresents entire borrower level outstanding of the restructured accounts.\n\n1.At March 31, 2026, includes loans amounting to Rs. 13,730.3 million restructured under the Reserve Bank\nof India guidelines on ‘Resolution Framework for COVID-19-related Stress’ dated August 6, 2020 and May 05, 2021 (March 31,\n2025: loans amounting to Rs. 17,987.9 million)\n\n2.Includes provision due to diminution in the fair value of restructured/rescheduled loans in accordance\nwith the applicable RBI guidelines.\n\nIn addition, the Bank holds\ngeneral provision amounting to Rs. 4,765.1 million at March 31, 2026 (March 31, 2025: Rs. 5,988.9 million) on these restructured accounts.\n\n**Non-performing loans**\n\nThe Bank classifies all credit\nexposures at a borrower level, including overdues arising from crystallized derivative contracts, into performing and non-performing loans\nas per the Reserve Bank of India guidelines. Under the Reserve Bank of India guidelines, an asset is generally classified as non-performing\nif any amount of interest or principal remains overdue for more than 90 days (365 days for direct agriculture loans, representing the\ncrop cycles), in respect of term loans. In respect of overdraft or cash credit, an asset is classified as non-performing if the account\nremains out of order for a period of 90 days. An account is treated as ‘out of order’ if the outstanding balance remains continuously\nin excess of the sanctioned limit/drawing power for 90 days or where there are no credits continuously for 90 days or credits are not\nenough to cover the interest debited during the preceding 90 day period. In respect of bills, an asset is classified as non-performing\nif the account remains overdue for more than 90 days. The Bank also identifies non-performing loans based on a review of accounts selected\non the basis of certain criteria, by evaluating additional information (other than that relating to the payment record). Advances held\nat the overseas branches that are identified as impaired as per host country regulations but which are standard as per the extant Reserve\nBank of India guidelines, are identified as non-performing to the extent of amount outstanding in the host country. In case of the Bank’s\nhousing finance subsidiary and ICICI Securities Limited, loans and other credit facilities are classified into performing and non-performing\nloans as per Reserve Bank of India guidelines. Further, non-performing loans are classified into sub-standard, doubtful and loss assets\nbased on the criteria stipulated by Reserve Bank of India. Loans in the Bank’s United Kingdom subsidiary are classified as impaired\nif there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the loan\n(a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the loans that can be reliably estimated.\nLoans in the Bank’s Canadian subsidiary are considered credit-impaired when one or more events that have a detrimental impact on\nthe estimated future cash flows of that loan have occurred.\n\nF-100\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, the nonaccrual status of the loans\nfor the year ended March 31, 2026.\n\nRupees in million\n\nLoans outstanding\n\nAt the beginning of the year\nAt the end of the year\nLoans which are overdue for more than 90 days but on accrual status\nLoans on non-accrual basis on which no provision is made\n**Interest income recognized during the year on loans on non-accrual basis1**\n\nCommercial loans\n\n- Term loans\n63,994.2\n56,404.5\n..\n..\n152.8\n\n- Working capital facilities\n47,762.1\n55,866.2\n11.3\n..\n1,613.3\n\nConsumer loans\n\n- Mortgage loans\n49,310.2\n45,449.3\n..\n..\n2,241.1\n\n- Other secured loans\n54,775.1\n55,764.3\n36,830.6\n..\n1,444.1\n\n- Credit card receivables\n11,752.0\n8,277.5\n\n..\n\n..\n114.2\n\n- Other unsecured loans\n15,716.5\n12,511.1\n20.4\n..\n596.1\n\nLease financing\n**..**\n**..**\n..\n..\n**..**\n\n**Total gross loans**** **\n** ****243,310.1**** **** **\n** ****234,272.9**** **** **\n** ****36,862.3**** **** **\n\n**..**\n** **\n** ****6,161.6**** **\n\nProvision for loan losses\n(181,756.1)\n(173,316.0)\n..\n\n**Total net loans**** **\n** ****61,554.0**** **** **\n** ****60,956.9**** **** **\n** ****36,862.3**** **** **\n** **** **\n** **** **** **\n\n1.Refer point 3(i) in Significant Accounting policy above.\n\nThe following table sets forth, the nonaccrual status of the loans\nfor the year ended March 31, 2025.\n\nRupees in million\n\n**Loans outstanding**\n\nAt the beginning of the year\nAt the end of the year\nLoans which are overdue for more than 90 days but on accrual status\nLoans on non-accrual basis on which no provision is made\n**Interest income recognized during the year on loans on non-accrual basis1**\n\nCommercial loans\n\n- Term loans\n110,537.2\n63,994.2\n..\n..\n1,760.2\n\n- Working capital facilities\n49,839.2\n47,762.1\n17.2\n..\n2,457.5\n\nConsumer loans\n\n- Mortgage loans\n48,749.1\n49,310.2\n..\n..\n2,224.3\n\n- Other secured loans\n46,047.9\n54,775.1\n46,207.2\n..\n544.8\n\n- Credit card receivables\n9,841.9\n11,752.0\n\n..\n\n..\n392.4\n\n- Other unsecured loans\n14,592.9\n15,716.5\n13.0\n..\n579.4\n\nLease financing\n**..**\n**..**\n..\n..\n**..**\n\n**Total gross loans**** **\n** ****279,608.2**** **** **\n** ****243,310.1**** **** **\n** ****46,237.4**** **** **\n\n**..**\n** **\n** ****7,958.6**** **\n\nProvision for loan losses\n(221,249.1)\n(181,756.1)\n..\n\n**Total net loans**** **\n** ****58,359.1**** **** **\n** ****61,554.0**** **** **\n** ****46,237.4**** **** **\n** **** **\n** **** **** **\n\n1.Refer point 3(i) in Significant Accounting policy above.\n\nF-101\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Provision for loan losses**\n\nProvisions are generally made\nby the Bank on non-performing loans as per internal provisioning norms, subject to minimum provisioning requirements of Reserve Bank of\nIndia. The Bank holds specific provisions against non-performing loans and a general provision against performing loans.\n\nThe housing finance subsidiary\nof the Bank holds specific provisions against non-performing loans and general provisions against performing loans as per Reserve Bank\nof India requirements.\n\nThe Bank’s United Kingdom\nsubsidiary maintains provision for loan losses at a level that management considers adequate to absorb identified credit related losses\nas well as losses that have occurred but are not yet identifiable. The Bank’s Canadian subsidiary maintains provision for all financial\nassets using expected credit loss model. The expected credit loss for impaired financial assets is computed based on individual assessment\nof expected cash flows from such assets.\n\nThe Bank makes provision on\nassets that are restructured/rescheduled subject to minimum requirements as per the Reserve Bank of India guidelines.\n\nThe following table sets forth,\nfor the periods indicated, the movement in the provision for loan losses on standard restructured loans.\n\nRupees in million\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nProvision for loan losses at the beginning of the year\n900.4\n1,443.2\n1,778.6\n\nProvision for loan losses made for new additions during the year\n..\n..\n60.8\n\nIncrease/(decrease) of provision for existing loan losses during the year\n(187.8)\n(435.1)\n(241.9)\n\nReduction/write-back of provision on restructured loans due to:\nUpgrade to standard assets\n\n..\n\n..\n\n..\n\nDowngrade to non-performing assets\n(65.2)\n(107.7)\n(154.3)\n\n**Provision for loan losses at the end of the year **** **\n** ****647.4**** **** **\n** ****900.4**** **** **\n** ****1,443.2**** **\n\nF-102\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nthe movement in the provision for loan losses for the year ended March 31, 2026.\n\nRupees in million\n\n**Particulars **\n\nCommercial loans\nConsumer loans\n\nTerm loans\nWorking capital facilities\nMortgage loans\nOther secured loans\nCredit card receivables\nOther unsecured loans\nLease financing\nUnallocated\nTotal\n\nA. Non-performing loans\n\nAggregate provision for loan losses at the beginning of the year\n62,261.5\n34,479.4\n25,937.1\n36,480.3\n9,848.2\n12,749.6\n..\n..\n181,756.1\n\nAdd: Provisions for loan losses\n1,848.1\n18,589.7\n19,941.1\n33,315.0\n30,936.0\n26,318.5\n..\n..\n130,948.4\n\nLess: Utilized for write-off of loans\n(2,460.0)\n(6,963.5)\n(5,194.9)\n(17,424.1)\n(30,266.6)\n(23,956.2)\n..\n..\n(86,265.3)\n\nLess: Write back of excess provisions\n(6,430.2)\n(9,238.8)\n(16,270.6)\n(12,912.4)\n(3,568.8)\n(4,702.4)\n..\n\n..\n\n(53,123.2)\n\nA. Aggregate provision for loan losses at the end of the year for non-performing loans\n55,219.4\n36,866.8\n24,412.7\n39,458.8\n6,948.8\n10,409.5\n..\n..\n173,316.0\n\nB. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans\n256.1\n858.3\n3,879.5\n13,242.7\n16.8\n41.5\n..\n\n208,479.21\n226,774.1\n\nC. Aggregate provision for loan losses at the end of the year (A) + (B)\n55,475.5\n37,725.1\n28,292.2\n52,701.5\n6,965.6\n10,451.0\n..\n208,479.2\n400,090.1\n\nClosing balance of provision: individually evaluated for impairment\n55,475.5\n37,725.1\n28,292.2\n52,701.5\n6,965.6\n10,451.0\n..\n..\n191,610.9\n\nClosing balance of provision: collectively evaluated for impairment\n..\n..\n..\n..\n..\n..\n..\n208,479.2\n208,479.2\n\nClosing balance of provision: loans acquired with deteriorated credit quality\n..\n..\n..\n..\n..\n..\n..\n..\n..\n\n1.At March 31, 2026, the Bank held contingency provisions of Rs. 131,000.0 million which is included in the above amount and Rs. 77,479.2\nmillion of General provision for standard assets (Refer point V in Schedule 5 – Other Liabilities And Provisions).\n\nF-103\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth\nthe movement in the provision for loan losses for the year ended March 31, 2025.\n\nRupees in million\n\n**Particulars **\n\nCommercial loans\nConsumer loans\n \n\nTerm loans\nWorking capital facilities\nMortgage loans\nOther secured loans\nCredit card receivables\nOther unsecured loans\nLease financing\nUnallocated\nTotal\n\nA. Non-performing loans\n\nAggregate provision for loan losses at the beginning of the year\n107,374.8\n37,647.1\n25,597.8\n31,068.7\n8,016.4\n11,544.3\n..\n..\n221,249.1\n\nAdd: Provisions for loan losses\n3,226.7\n12,830.9\n22,456.4\n35,019.6\n33,371.4\n30,486.6\n..\n..\n137,391.6\n\nLess: Utilized for write-off of loans\n(23,199.5)\n(5,914.2)\n(5,774.7)\n(16,818.1)\n(27,532.2)\n(23,801.3)\n..\n..\n(1,03,040.0)\n\nLess: Write back of excess provisions\n(25,140.5)\n(10,084.4)\n(16,342.4)\n(12,789.9)\n(4,007.4)\n(5,480.0)\n..\n\n..\n\n(73,844.6)\n\nA. Aggregate provision for loan losses at the end of the year for non-performing loans\n62,261.5\n34,479.4\n25,937.1\n36,480.3\n9,848.2\n12,749.6\n..\n..\n181,756.1\n\nB. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans\n2,410.2\n986.6\n4,207.3\n903.8\n4.5\n72.8\n..\n\n199,748.91\n208,334.1\n\nC. Aggregate provision for loan losses at the end of the year (A) + (B)\n64,671.7\n35,466.0\n30,144.4\n37,384.1\n9,852.7\n12,822.4\n..\n199,748.9\n390,090.2\n\nClosing balance of provision: individually evaluated for impairment\n64,671.7\n35,466.0\n30,144.4\n37,384.1\n9,852.7\n12,822.4\n..\n..\n190,341.3\n\nClosing balance of provision: collectively evaluated for impairment\n..\n..\n..\n..\n..\n..\n..\n199,748.9\n199,748.9\n\nClosing balance of provision: loans acquired with deteriorated credit quality\n..\n..\n..\n..\n..\n..\n..\n..\n..\n\n1.At March 31, 2025, the Bank held contingency provisions of Rs. 131,000.0 million which is included in\nthe above amount and Rs. 68,748.9 million of General provision for standard assets (Refer point V in Schedule 5 – Other Liabilities\nAnd Provisions).\n\nF-104\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nthe movement in the provision for loan losses for the year ended March 31, 2024.\n\nRupees in million\n\n**Particulars **\n\nCommercial loans\nConsumer loans\n \n\nTerm loans\nWorking capital facilities\nMortgage loans\nOther secured loans\nCredit card receivables\nOther unsecured loans\nLease financing\nUnallocated\nTotal\n\nA. Non-performing loans\n\nAggregate provision for loan losses at the beginning of the year\n142,443.9\n46,732.2\n25,653.6\n26,719.2\n4,717.3\n8,240.9\n..\n..\n254,507.1\n\nAdd: Provisions for loan losses\n3,569.4\n18,661.6\n22,388.4\n28,668.3\n22,721.1\n24,605.6\n..\n..\n120,614.4\n\nLess: Utilized for write-off of loans\n(8,766.6)\n(7,656.7)\n(5,978.9)\n(13,086.9)\n(15,735.2)\n(15,072.9)\n..\n..\n(66,297.2)\n\nLess: Write back of excess provisions\n(29,871.9)\n(20,090.0)\n(16,465.3)\n(11,231.9)\n(3,686.8)\n(6,229.3)\n..\n\n..\n\n(87,575.2)\n\nAggregate provision for loan losses at the end of the year for non-performing loans\n107,374.8\n37,647.1\n25,597.8\n31,068.7\n8,016.4\n11,544.3\n..\n..\n221,249.1\n\nB. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans\n2,458.5\n1,359.5\n5,624.0\n1,594.2\n16.3\n191.3\n..\n\n192,602.11\n203,845.9\n\nC. Aggregate provision for loan losses at the end of the year (A) + (B)\n109,833.3\n39,006.6\n31,221.8\n32,662.9\n8,032.7\n11,735.6\n..\n192,602.1\n425,095.0\n\nClosing balance of provision: individually evaluated for impairment\n109,833.3\n39,006.6\n31,221.8\n32,662.9\n8,032.7\n11,735.6\n..\n..\n232,492.9\n\nClosing balance of provision: collectively evaluated for impairment\n..\n..\n..\n..\n..\n..\n..\n192,602.1\n192,602.1\n\nClosing balance of provision: loans acquired with deteriorated credit quality\n..\n..\n..\n..\n..\n..\n..\n..\n..\n\n1.At March 31, 2024, the Bank held contingency provisions of Rs. 131,000.0 million which is included in\nthe above amount and Rs. 61,602.1 million of General provision for standard assets (Refer point V in Schedule 5 – Other Liabilities\nAnd Provisions).\n\nF-105\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nWhile the Group assesses the incremental specific\nprovisions after taking into consideration the existing specific provision held, the amounts recovered against debts written off in earlier\nyears and provisions no longer considered necessary in the context of the current status of the borrower are recognized in the profit\nand loss account. The Bank’s Canadian subsidiary follows IFRS 9 – Financial instruments and measures impairment loss on all\nfinancial assets using expected credit loss model based on a three-stage approach. At March 31, 2026, the Bank’s Canadian subsidiary\nclassified exposure of Rs. 46,712.8 million as Stage-2 (March 31, 2025: Rs. 74,064.5 million) (financial assets, that are not credit impaired,\nbut which have experienced significant increase in credit risk since origination), with allowance for expected credit loss of Rs. 333.2\nmillion (March 31, 2025: Rs. 602.1 million) in fiscal 2026.\n\n**Aging Analysis of Past Due performing loans**\n\nAny amount due under a credit\nfacility is considered as ‘past due’ if it remains unpaid for more than 30 days from the due date.\n\nThe following table sets forth\nthe aging analysis of past due performing loans at March 31, 2026.\n\nRupees in million\n\nParticulars\n\n**Current1**\n\n**31\nto 60 days**\n\n**61\nto 90 days**\n\n**Above\n90 days2**\n\n**Total\npast due3**\n\nCommercial loans\n\nTerm loans\n2,375,104.0\n987.1\n60.0\n..\n1,047.1\n\nWorking capital facilities4\n4,861,501.8\n8,098.6\n3,037.6\n11.3\n11,147.5\n\nConsumer loans\n\nMortgage loans\n5,103,422.5\n25,710.0\n9,882.4\n..\n35,592.4\n\nOther secured loans\n2,012,104.0\n15,093.3\n6,561.6\n36,830.6\n58,485.5\n\nCredit card receivables\n532,997.0\n4,412.7\n2,965.9\n..\n7,378.6\n\nOther unsecured loans\n1,379,370.0\n5,691.1\n2,408.2\n20.4\n8,119.7\n\nLease financing\n**..**\n**..**\n**..**\n**..**\n**..**\n\n**Total **** **\n** ****16,264,499.3**** **** **\n** ****59,992.8**** **** **\n** ****24,915.7**** **** **\n** ****36,862.3**** **** **\n** ****121,770.8**** **\n\n1.Loans up to 30 days past due are considered current.\n\n2.Primarily includes crop related agriculture loans overdue less than 365 days.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\n4.Includes bills purchased and discounted, overdrafts, cash credit and loans repayable on demand.\n\nThe following table sets forth\nthe aging analysis of past due performing loans at March 31, 2025.\n\nRupees in million\n\nParticulars\n\n**Current1**\n\n**31\nto 60 days**\n\n**61\nto 90 days**\n\n**Above\n90 days2**\n\n**Total\npast due3**\n\nCommercial loans\n\nTerm loans\n1,988,165.1\n1,012.6\n43.2\n..\n1,055.8\n\nWorking capital facilities4\n4,056,208.1\n5,189.0\n1,084.3\n17.2\n6,290.5\n\nConsumer loans\n\nMortgage loans\n4,406,749.1\n26,168.5\n8,747.8\n..\n34,916.3\n\nOther secured loans\n1,712,518.9\n22,247.3\n8,164.9\n46,207.2\n76,619.4\n\nCredit card receivables\n565,182.7\n6,504.5\n4,436.1\n..\n10,940.6\n\nOther unsecured loans\n1,276,104.8\n7,859.2\n3,360.1\n13.0\n11,232.3\n\nLease financing\n**..**\n**..**\n**..**\n**..**\n**..**\n\n**Total **** **\n** ****14,004,928.7**** **** **\n** ****68,981.1**** **** **\n** ****25,836.4**** **** **\n** ****46,237.4**** **** **\n** ****141,054.9**** **\n\n1.Loans up to 30 days past due are considered current.\n\n2.Primarily includes crop related agriculture loans overdue less than 365 days.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\n4.Includes bills purchased and discounted, overdrafts, cash credit and loans repayable on demand.\n\nF-106\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Credit quality indicators of loans**\n\nThe Group has a comprehensive framework for monitoring\ncredit quality of its commercial loans based on internal ratings and of its consumer loans based on delinquency status. For the majority\nof the portfolio, the credit rating of every borrower/portfolio is reviewed at least annually. For the purpose of disclosure, the Group\nhas used internal ratings and delinquency status as credit quality indicator for commercial loans, for consumer loans the Group has considered\nthe delinquency status as a credit quality indicator.\n\nThe following table sets forth,\na description of internal rating grades linked to the likelihood of default associated with each rating grade:\n\n**Grade**\n**Definition**\n\n(I) Investment grade\nEntities/obligations are judged to offer moderate to high protection with regard to timely payment of financial obligations.\n\nAAA, AA+, AA, AA-, 1, 2A-C\nEntities/obligations are judged to offer high protection with regard to timely payment of financial obligations.\n\nA+, A, A-, 3A-C\nEntities/obligations are judged to offer an adequate degree of protection with regard to timely payment of financial obligations.\n\nBBB+, BBB and BBB-, 4A-C\nEntities/obligations are judged to offer moderate protection with regard to timely payment of financial obligations.\n\n(II) Below investment grade (BB and B, D, 5, 6, 7, 8)\nEntities/obligations are judged to offer inadequate protection with regard to timely payment of financial obligations.\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of commercial loans which are assessed based on internal ratings at March 31, 2026.\n\nRupees in million\n\nNon-revolving loans originated in\n** **\n\nFiscal 2026\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nPrior to 2022\n**Revolving loans1**\nTotal loans\n\nRating grades\n\nInvestment grade\n1,084,846.0\n530,113.2\n328,999.4\n\n101,107.0\n43,570.4\n73,787.7\n2,496,640.8\n4,659,064.5\n\nAAA, AA+, AA, AA-, 1, 2A-C\n140,354.3\n73,675.6\n33,001.6\n\n16,269.6\n16,746.8\n16,108.1\n664,204.3\n960,360.3\n\nA+, A, A-, 3 A-C\n479,011.6\n233,761.1\n198,024.3\n\n39,211.3\n13,223.8\n25,691.9\n579,113.7\n1,568,037.7\n\nBBB+, BBB and BBB-, 4A-C\n465,480.1\n222,676.5\n97,973.5\n\n45,626.1\n13,599.8\n31,987.7\n1,253,322.8\n2,130,666.5\n\n**Below investment grade1**\n164.9\n377.8\n1,207.0\n\n3,348.6\n2,403.3\n64,519.2\n34,479.5\n106,500.3\n\nUnrated\n1,374.0\n283.4\n401.5\n\n68.5\n27.5\n18.3\n18,886.7\n21,059.9\n\n**Total Gross loans**** **\n** ****1,086,384.9**** **** **\n** ****530,774.4**** **** **\n** ****330,607.9**** **\n** **\n** ****104,524.1**** **** **\n** ****46,001.2**** **** **\n** ****138,325.2**** **** **\n** ****2,550,007.0**** **** **\n\n**4,786,624.7**\n\n**Provisions2**\n..\n(23.6)\n(345.7)\n\n..\n(319.8)\n(54,143.8)\n(12,909.2)\n(67,742.1)\n\n**Total net loans**** **\n** ****1,086,384.9**** **** **\n** ****530,750.8**** **** **\n** ****330,262.2**** **\n** **\n** ****104,524.1**** **** **\n** ****45,681.4**** **** **\n** ****84,181.4**** **** **\n** ****2,537,097.8**** **** **\n\n**4,718,882.6**\n\nGross write-offs during Fiscal 2026\n** ..**\n**..**\n496.8\n\n..\n30.8\n10,800.4\n13,650.5\n24,978.5\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Also includes provision against restructured loans.\n\nF-107\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of commercial loans which are assessed based on internal ratings at March 31, 2025.\n\nRupees in million\n\nNon-revolving loans originated in\n\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nFiscal 2021\nPrior to 2021\n**Revolving loans1**\nTotal loans\n\nRating grades\n\nInvestment grade\n704,112.1\n570,964.3\n289,894.4\n136,843.7\n72,818.9\n\n97,561.7\n2,010,818.3\n3,883,013.4\n\nAAA, AA+, AA, AA-, 1, 2A-C\n95,041.4\n88,919.8\n101,278.4\n64,379.7\n38,968.5\n\n8,204.0\n659,430.2\n1,056,222.0\n\nA+, A, A-, 3 A-C\n270,209.8\n318,293.8\n108,356.3\n45,004.6\n25,019.5\n\n34,059.5\n421,123.5\n1,222,067.0\n\nBBB+, BBB and BBB-, 4A-C\n338,860.9\n163,750.7\n80,259.7\n27,459.4\n8,830.9\n\n55,298.2\n930,264.6\n1,604,724.4\n\nBelow investment grade\n278.7\n1,632.6\n3,729.1\n2,015.9\n2,164.4\n\n72,839.8\n25,617.3\n108,277.8\n\nUnrated\n868.0\n868.7\n126.0\n4.0\n18.7\n\n35.5\n3,926.1\n5,847.0\n\n**Total Gross loans**** **\n** ****705,258.8**** **** **\n** ****573,465.6**** **** **\n** ****293,749.5**** **** **\n** ****138,863.6**** **** **\n** ****75,002.0**** **\n** **\n** ****170,437.0**** **** **\n** ****2,040,361.7**** **** **\n\n**3,997,138.2**\n\n**Provisions2**\n(2.3)\n(710.7)\n(1.1)\n(434.9)\n(2,077.6)\n\n(58,598.2)\n(13,962.6)\n(75,787.4)\n\n**Total net loans**** **\n** ****705,256.5**** **** **\n** ****572,754.9**** **** **\n** ****293,748.4**** **** **\n** ****138,428.7**** **** **\n** ****72,924.4**** **\n** **\n** ****111,838.8**** **** **\n** ****2,026,399.1**** **** **\n\n**3,921,350.8**\n\nGross write-offs during Fiscal 2025\n**6.2**** **** **\n** **** .. **** **** **\n** ****..**** **** **\n** ****..**** **** **\n** ****96.8**** **\n** **\n** ****16,593.8**** **** **\n** ****4,758.3**** **** **\n**21,455.1**\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Also includes provision against restructured loans.\n\nF-108\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of commercial loans which are assessed based on delinquency status at March 31, 2026.\n\n**Rs in million**\n\nNon-revolving loans originated in\n\nFiscal 2026\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nPrior to 2022\nRevolving loans1\nTotal loans\n\nCurrent2\n128,787.4\n40,641.5\n17,459.0\n6,956.6\n3,816.3\n667.9\n2,323,458.3\n2,521,787.0\n\nPerforming loans which are overdue3\n184.6\n288.5\n43.0\n133.5\n26.4\n52.8\n9,528.3\n10,257.1\n\nNon-performing loans\n52.1\n286.0\n488.6\n364.7\n307.0\n592.5\n40,311.4\n42,402.3\n\n**Total Gross loans**** **\n** ****129,024.1**** **** **\n** ****41,216.0**** **** **\n** ****17,990.6**** **** **\n** ****7,454.8**** **** **\n** ****4,149.7**** **** **\n** ****1,313.2**** **** **\n** ****2,373,298.0**** **** **\n** ****2,574,446.4**** **\n\nProvisions\n(28.5)\n(131.2)\n(254.3)\n(216.5)\n(205.4)\n(511.4)\n(22,996.8)\n(24,344.1)\n\n**Total net loans**** **\n** ****128,995.6**** **** **\n** ****41,084.8**** **** **\n** ****17,736.3**** **** **\n** ****7,238.3**** **** **\n** ****3,944.3**** **** **\n** ****801.8**** **** **\n** ****2,350,301.2**** **** **\n** ****2,550,102.3**** **\n\nGross write-offs during Fiscal 2026\n** .. **\n51.8\n35.4\n8.2\n2.1\n253.6\n3,496.4\n3,847.4\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Loans upto 30 days past due are considered current.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of commercial loans which are assessed based on Delinquency status at March 31, 2025.\n\n**Rupees in million**\n\nNon-revolving loans originated in\n \n\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nFiscal 2021\nPrior to 2021\nRevolving loans1\nTotal loans\n\nCurrent2\n70,899.9\n28,770.6\n12,814.9\n8,063.2\n1,197.1\n269.4\n2,003,537.9\n2,125,553.0\n\nPerforming loans which are overdue3\n238.3\n212.5\n293.5\n26.5\n116.8\n3.7\n4,868.6\n5,759.9\n\nNon-performing loans\n110.1\n241.6\n441.6\n360.8\n882.5\n504.7\n32,483.4\n35,024.7\n\n**Total Gross loans**** **\n** ****71,248.3**** **** **\n** ****29,224.7**** **** **\n** ****13,550.0**** **** **\n** ****8,450.5**** **** **\n** ****2,196.4**** **** **\n** ****777.8**** **** **\n** ****2,040,889.9**** **** **\n** ****2,166,337.6**** **\n\nProvisions\n(42.8)\n(89.1)\n(206.8)\n(177.2)\n(789.5)\n(463.4)\n(20,085.2)\n(21,854.0)\n\n**Total net loans**** **\n** ****71,205.5**** **** **\n** ****29,135.6**** **** **\n** ****13,343.2**** **** **\n** ****8,273.3**** **** **\n** ****1,406.9**** **** **\n** ****314.4**** **** **\n** ****2,020,804.7**** **** **\n** ****2,144,483.6**** **\n\nGross write-offs during Fiscal 2025\n** .. **\n**..**\n**..**\n**..**\n1.3\n101.5\n1,008.4\n1,111.2\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Loans upto 30 days past due are considered current.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\nF-109\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of consumer loans at March 31, 2026.\n\nRupees in million\n\nNon-revolving loans originated in\n**\n\nFiscal 2026\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nPrior to 2022\nRevolving loans1**\nTotal loans\n\nMortgage loans\n1,340,240.0\n938,758.0\n869,480.1\n665,144.8\n522,121.5\n848,719.8\n**..**\n5,184,464.2\n\nCurrent2\n1,339,140.9\n931,917.2\n853,129.0\n649,477.4\n508,532.1\n821,225.9\n..\n5,103,422.5\n\nPerforming loans which are overdue3\n489.3\n3,222.0\n6,460.8\n6,171.1\n5,587.0\n13,662.2\n..\n35,592.4\n\nNon-performing loans\n609.8\n3,618.8\n9,890.3\n9,496.3\n8,002.4\n13,831.7\n..\n45,449.3\n\nOther secured loans\n1,019,258.9\n317,736.4\n218,855.3\n97,066.8\n30,074.2\n17,452.9\n425,909.3\n2,126,353.8\n\nCurrent2\n1,013,757.5\n310,157.5\n206,937.7\n90,730.3\n27,995.7\n13,146.7\n349,378.6\n2,012,104.0\n\nPerforming loans which are overdue3\n2,817.4\n4,898.4\n7,220.3\n3,298.2\n936.7\n435.0\n38,879.5\n58,485.5\n\nNon-performing loans\n2,684.0\n2,680.5\n4,697.3\n3,038.3\n1,141.8\n3,871.2\n37,651.2\n55,764.3\n\nCredit card receivables\n** .. **\n**..**\n**..**\n**..**\n**..**\n**..**\n548,653.1\n548,653.1\n\nCurrent2\n..\n..\n..\n..\n..\n..\n532,997.0\n532,997.0\n\nPerforming loans which are overdue3\n..\n..\n..\n..\n..\n..\n7,378.6\n7,378.6\n\nNon-performing loans\n..\n..\n..\n..\n..\n..\n8,277.5\n8,277.5\n\nOther unsecured loans\n674,761.4\n326,526.1\n237,659.2\n88,626.3\n21,530.2\n3,476.0\n47,421.6\n1,400,000.8\n\nCurrent2\n673,377.7\n321,856.8\n228,991.4\n84,404.9\n21,150.8\n3,020.1\n46,568.3\n1,379,370.0\n\nPerforming loans which are overdue3\n690.5\n1,877.5\n3,408.6\n1,710.6\n295.0\n53.6\n83.9\n8,119.7\n\nNon-performing loans\n693.2\n2,791.8\n5,259.2\n2,510.8\n84.4\n402.3\n769.4\n12,511.1\n\n**Total Gross loans**** **\n** ****3,034,260.3**** **** **\n** ****1,583,020.5**** **** **\n** ****1,325,994.6**** **** **\n** ****850,837.9**** **** **\n** ****573,725.9**** **** **\n** ****869,648.7**** **** **\n** ****1,021,984.0**** **** **\n** ****9,259,471.9**** **\n\nProvisions\n(1,823.8)\n(4,866.4)\n(11,672.0)\n(9,156.5)\n(5,253.4)\n(12,935.3)\n(36,169.7)\n(81,877.1)\n\n**Total net loans**** **\n** ****3,032,436.5**** **** **\n** ****1,578,154.1**** **** **\n** ****1,314,322.6**** **** **\n** ****841,681.4**** **** **\n** ****568,472.5**** **** **\n** ****856,713.4**** **** **\n** ****985,814.3**** **** **\n** ****9,177,594.8**** **\n\nGross write-offs during Fiscal 2026\n338.9\n6,923.0\n15,772.7\n9,176.3\n3,316.4\n4,142.6\n30,064.0\n69,733.9\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Loans upto 30 days past due are considered current.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\nF-110\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, credit quality indicators of consumer loans at March 31, 2025.\n\nRupees in million\n\nNon-revolving loans originated in\n\nFiscal 2025\nFiscal 2024\nFiscal 2023\nFiscal 2022\nFiscal 2021\nPrior to 2021\n**Revolving loans1**\nTotal loans\n\nMortgage loans\n944,700.5\n1,038,114.3\n799,073.2\n612,937.1\n380,215.4\n715,935.1\n** .. **\n4,490,975.6\n\nCurrent2\n942,839.8\n1,026,040.8\n782,382.7\n598,757.5\n370,848.7\n685,879.6\n..\n4,406,749.1\n\nPerforming loans which are overdue3\n1,011.6\n5,596.3\n6,236.4\n5,111.4\n3,605.5\n13,355.1\n..\n34,916.3\n\nNon-performing loans\n849.1\n6,477.2\n10,454.1\n9,068.2\n5,761.2\n16,700.4\n..\n49,310.2\n\nOther secured loans\n769,462.9\n402,220.5\n206,856.9\n80,484.6\n29,423.9\n20,147.9\n335,316.7\n1,843,913.4\n\nCurrent2\n758,528.0\n383,961.2\n195,136.5\n75,169.5\n27,075.7\n14,703.4\n257,944.6\n1,712,518.9\n\nPerforming loans which are overdue3\n7,116.8\n12,522.6\n6,948.1\n3,139.7\n1,190.2\n1,009.8\n44,692.2\n76,619.4\n\nNon-performing loans\n3,818.1\n5,736.7\n4,772.3\n2,175.4\n1,158.0\n4,434.7\n32,679.9\n54,775.1\n\nCredit card receivables\n** .. **\n** .. **\n** .. **\n** .. **\n** .. **\n** .. **\n587,875.3\n587,875.3\n\nCurrent2\n..\n..\n..\n..\n..\n..\n565,182.7\n565,182.7\n\nPerforming loans which are overdue3\n..\n..\n..\n..\n..\n..\n10,940.6\n10,940.6\n\nNon-performing loans\n..\n..\n..\n..\n..\n..\n11,752.0\n11,752.0\n\nOther unsecured loans\n564,979.4\n450,670.9\n190,173.7\n56,518.6\n11,721.9\n2,246.2\n26,742.9\n1,303,053.6\n\nCurrent2\n562,320.2\n439,059.4\n181,198.4\n53,742.0\n11,434.3\n1,697.6\n26,652.9\n1,276,104.8\n\nPerforming loans which are overdue3\n1,368.0\n4,987.0\n3,596.8\n1,051.1\n124.4\n84.0\n21.0\n11,232.3\n\nNon-performing loans\n1,291.2\n6,624.5\n5,378.5\n1,725.5\n163.2\n464.6\n69.0\n15,716.5\n\n**Total Gross loans**** **\n** ****2,279,142.8**** **** **\n** ****1,891,005.7**** **** **\n** ****1,196,103.8**** **** **\n** ****749,940.3**** **** **\n** ****421,361.2**** **** **\n** ****738,329.2**** **** **\n** ****949,935.0**** **** **\n** ****8,225,817.9**** **\n\nProvisions\n(2,552.3)\n(10,518.7)\n(11,660.1)\n(7,192.3)\n(4,221.4)\n(14,756.7)\n(34,113.7)\n(85,015.2)\n\n**Total net loans**** **\n** ****2,276,590.5**** **** **\n** ****1,880,487.0**** **** **\n** ****1,184,443.7**** **** **\n** ****742,748.0**** **** **\n** ****417,139.8**** **** **\n** ****723,572.5**** **** **\n** ****915,821.3**** **** **\n** ****8,140,802.7**** **\n\nGross write-offs during Fiscal 2025\n734.7\n12,268.1\n13,330.2\n5,897.1\n2,792.3\n5,327.3\n28,005.9\n68,355.6\n\n1.Includes bills purchased and discounted, over drafts, cash credit, credit cards and revolving demand loans.\n\n2.Loans upto 30 days past due are considered current.\n\n3.The amount disclosed represents the outstanding amount of the facility which has overdues, and not the\nborrower-level outstanding.\n\nF-111\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**8.\nFinancial assets transferred during the year to securitization company/reconstruction company**\n\nThe Bank transfers certain\nassets to securitization companies’/asset reconstruction companies in compliance with the terms of the guidelines issued by the\nReserve Bank of India governing such transfer. The Bank transfers its non-performing assets to asset reconstruction companies primarily\nin exchange for receipt of cash or securities in the form of security receipts issued by such asset reconstruction companies, wherein\npayments to holders of securities are based on the actual realized cash flows from the transferred assets. In accordance with Reserve\nBank of India guidelines, in case of non-performing loans sold to asset reconstruction companies, the Bank reverses the excess provision\nin profit and loss account in the year in which amounts are received. Any shortfall of sale value over the net book value on sale of such\nassets is recognized by the Bank in the year in which the assets are sold. For the purpose of the valuation of underlying security receipts\nissued by underlying trusts managed by asset reconstruction companies, the security receipts are valued at their respective net asset\nvalues as advised by the asset reconstruction companies. Reserve Bank of India, through its revised norms for Government guaranteed Security\nReceipts issued on March 29, 2025, has permitted banks to reverse any excess provision to the Profit and Loss Account in the year of transfer,\nif a loan is transferred to an asset reconstruction company for a value higher than the net book value and the sale consideration comprises\nonly of cash and security receipts guaranteed by the Government of India. Such security receipts shall be valued periodically by reckoning\nthe Net Asset Value declared by the ARC based on the recovery ratings received for such instruments. At March 31, 2026, the Bank held\nGovernment guaranteed security receipts amounting to Rs. 16,687.6 million (March 31, 2025: Rs. 16,944.5 million), which were fully provided.\nThe Bank, on a prudent basis, continues to hold provision against such security receipts which will be reversed on actual receipt of recoveries\nor approval of claims, if any, by the Government.\n\nThe following table sets forth,\nfor the periods indicated, the details of the assets transferred.\n\n**Rupees in million, except number of accounts**\n\n**Year ended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nNumber of accounts1\n1152\n402\n212\n\nAggregate value (net of provisions) of accounts sold to securitization company/reconstruction company\n523.52\n144.32\n..2\n\nAggregate consideration\n2,458.03\n20,859.73\n1,861.9\n\nAggregate gain/(loss) over net book value\n1,934.5\n20,715.4\n1,861.9\n\nProvision reversed to profit and loss account on account of sale of NPAs\n1,934.5\n4,667.6\n626.4\n\n1.Excludes accounts previously written-off.\n\n2.Includes Nil consumer loans (Fiscal 2025: Nil consumer loans, Fiscal 2024: Nil consumer loans)\n\n3.Includes consideration of Nil (Fiscal 2025: Rs. 16,047.8 million) in form of security receipts which are\nfully provided.\n\nF-112\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**9.\nDetails of non-performing assets sold, excluding those sold to securitization company/reconstruction company**\n\nThe Bank sells certain non-performing\nassets to entities other than securitization company/reconstruction company in compliance with the terms of the guidelines issued by the\nReserve Bank of India on such sale.\n\nThe following table sets forth,\nfor the periods indicated, the details of non-performing assets sold to entities, excluding those sold to securitization company/reconstruction\ncompany.\n\n**Rupees in million, except number of accounts**\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nNo. of accounts1\n1\n..\n..\n\nAggregate value (net of provisions) of accounts sold, excluding those sold to securitization company/reconstruction company\n..\n..\n..\n\nAggregate consideration\n2,822.0\n..\n..\n\nAggregate gain/(loss) over net book value\n2,822.0\n..\n..\n\n1.Represents corporate loans.\n\n**10.\nConcentration of credit risk**\n\nConcentration of credit risk\nexists when changes in economic, industry or geographic factors affect groups of counter-parties whose aggregate credit exposure is material\nin relation to the Group’s total credit exposure. The Group’s portfolio of financial instruments is broadly diversified along\nindustry, product and geographic lines primarily within India.\n\nThe Group is subject to supervision\nguidelines issued by the Reserve Bank of India. The Group’s 20 largest exposures (non-bank) based on gross exposure (credit, derivative\nand investments), totaled to Rs. 2,014,134.1 million at March 31, 2026 which represented 70.4% of the capital funds (March 31, 2025: Rs.\n2,051,239.5 million represented 85.6% of the capital funds). The single largest exposure (non-bank) at March 31, 2026 was Rs. 202,824.4\nmillion, which was included in rating category “AA+” represented 7.1 % of the capital funds (March 31, 2025: Rs. 300,239.6\nmillion represented 12.5% of the capital funds).\n\nThe largest group of companies\nunder the same management control accounted for 28.3% of the capital funds at March 31, 2026 (March 31, 2025: 29.6% of the capital funds).\n\n**11.\nLoan commitments**\n\nThe Group has outstanding undrawn\ncommitments to provide loans and financing to customers. These loan commitments aggregated to Rs. 8,386,393.8 million (including fund\nbased commitments fungible with non-fund based facilities) at March 31, 2026 (March 31, 2025: Rs. 7,062,177.7 million). The interest rate\non a significant portion of these commitments is dependent on the lending rates prevailing on the date of the loan disbursement. Further,\nthe commitments have fixed expiration dates and are generally contingent upon the borrower’s ability to maintain specific credit\nstandards.\n\nF-113\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**12.\nCapital commitments**\n\nThe Group is obligated under\na number of capital contracts. Capital contracts are job orders of a capital nature, which have been committed. The amounts of contracts\nremaining to be executed on capital account aggregated to Rs. 22,342.5 million at March 31, 2026 (March 31, 2025: Rs. 24,322.5 million).\n\n**13.\nDerivatives**\n\nICICI Bank Limited is a participant\nin the financial derivatives market. The Bank deals in derivatives for balance sheet management, proprietary trading and market making\npurposes whereby the Bank offers derivative products to its customers, enabling them to hedge their risks.\n\nDealing in derivatives is carried\nout by identified groups in the treasury of the Bank based on the purpose of the transaction. Derivative transactions are entered into\nby the treasury front office. The Bank’s Treasury and Securities Services Group conducts an independent check of the transactions\nentered into by the front office and also undertakes activities such as confirmation, settlement, accounting, and ensures compliance with\nvarious internal and regulatory guidelines. The Bank’s Treasury Monitoring and Reporting Group is responsible for reporting of performance\nof treasury groups, reports related to Liquidity and Interest rate risk in the banking book and position and limit reporting (Value at\nRisk, Net Open Position and stop loss, etc.).\n\nThe market making and the proprietary\ntrading activities in derivatives are governed by the Investment Policy which include Derivative policy of the Bank, which lays down the\nposition limits, stop loss limits as well as other risk limits. The Risk Management Group lays down the methodology for computation and\nmonitoring of risk. The Risk Committee of the Board reviews the Bank’s risk management policy in relation to various risks including\nCredit and Recovery Policy, Investment Policy including Derivative Policy, Asset Liability Management Policy and Operational Risk Management\nPolicy. The Risk Committee of the Board comprises independent directors and the Executive Director of the Bank.\n\nThe Bank measures and monitors\nrisk of its derivatives portfolio using risk metrics such as Value at Risk (VaR), stop loss limits and relevant greeks for options. Risk\nreporting on derivatives forms an integral part of the management information system.\n\nOver the counter derivative\ntransactions are covered under International Swaps and Derivatives Association master agreements with the respective counter parties.\nThe exposure on account of derivative transactions is computed as per the Reserve Bank of India guidelines.\n\nThe use of derivatives for\nhedging purposes of the Bank is governed by the hedge policy approved by the Asset Liability Management Committee. Subject to prevailing\nregulatory guidelines, the Group deals in derivatives for hedging fixed rate, floating rate or foreign currency assets/liabilities including\nnet investments in foreign operations. Transactions for hedging and market making purposes are recorded separately. For hedge transactions,\nthe Bank identifies the hedged item (asset or liability) at the inception of the hedge itself. The effectiveness is assessed at the time\nof inception of the hedge and periodically thereafter.\n\nBased on guidelines issued\nby Reserve Bank of India on June 26, 2019 and December 8, 2025, the accounting of hedge relationships established after June 26, 2019\nis in accordance with the Guidance Note on Accounting for Derivative Contracts issued by Institute of Chartered Accountants of India.\nAccordingly, for fair value hedges established after June 26, 2019, the hedging instruments and the hedged items (for the risks being\nhedged) are measured at fair value with changes recognized in the profit and loss account by the Bank. The swaps under hedge relationships\nestablished prior to that date are accounted for on an accrual basis and are not marked-to-market unless their underlying transaction\n\nF-114\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nis marked-to-market. The Group companies measure the hedging instruments and the hedged items (for the risks being hedged) at fair value\nwith changes recognized in the profit and loss account for fair value hedge. To the extent a cash flow hedge is effective, the change\nin the fair value of the hedging instrument is recognized in cash flow hedge reserve and the ineffective portion of the hedge is accounted\nin the profit and loss account. The premium or discount arising on inception of forward exchange contracts, which are not hedging instruments\nand are not intended for trading purpose, is amortized over the life of the contract as interest income/expense and such transactions\nare recorded separately. The premium on option contracts is accounted for as per Foreign Exchange Dealers Association of India guidelines.\n\nCredit exposure on interest\nrate and currency derivative transactions (both trading and hedging), is computed using the current exposure method according to the Reserve\nBank of India guidelines, which is arrived at by adding up the positive mark-to-market values and the potential future exposure of these\ncontracts. According to the Reserve Bank of India guidelines, the potential future exposure is determined by multiplying the notional\nprincipal amount of each of these contracts (irrespective of whether the mark-to-market value of these contracts is zero, positive or\nnegative value) by the relevant add-on factor, ranging from 0.25% to 7.5% (March 31, 2025: 0.5% to 15%), according to the type of contract\nand residual maturity of the instrument. The credit exposure for equity futures is computed based on the market value and open quantity\nof the contracts at the balance sheet date and credit exposure for equity options is computed based on the price sensitivity of the option\nand open quantity of the contracts at the balance sheet date. The exchange rate as on March 31, 2026 was Rs. 94.8350 per US dollar (March\n31, 2025: Rs. 85.4750 per US dollar)\n\nThe following table sets forth,\nthe details of the notional amounts, fair value, realized/unrealized gain and loss on derivatives and credit exposure of trading derivatives\nfor the year ended March 31, 2026.\n\n**Rupees in million**\n\n**Particulars**\n\n**Notional\namount**\n\n**Gross\npositive fair value**\n\n**Gross\nnegative fair value **\n\n**Gain/(loss)\non derivatives for the year**\n\n**Credit exposure3**\n\nInterest rate derivatives1\n41,670,180.5\n64,286.3\n(51,422.5)\n8,205.4\n229,081.7\n\nCurrency derivatives (including foreign exchange derivatives)2\n18,282,330.9\n134,539.0\n(169,880.0)\n47,001.8\n391,549.1\n\nEquity derivatives\n409.0\n2.7\n..\n(212.9)\n..\n\nUn-funded credit derivatives\n..\n..\n..\n..\n..\n\n**Total**\n**59,952,920.4**\n**198,828.0**\n**(221,302.5)**\n**54,994.3**\n**620,630.8**\n\n1.Includes foreign currency interest rate swaps, forward rate agreements and swap options.\n\n2.Includes foreign currency options, cross currency interest rate swaps and foreign currency futures.\n\n3.Credit exposure is computed as per Current Exposure Method (CEM).\n\nThe following table sets forth,\nthe details of the notional amounts, fair value, realized/unrealized gain and loss on derivatives and credit exposure of trading derivatives\nfor the year ended March 31, 2025.\n\n**Rupees in million**\n\n**Particulars**\n\n**Notional\namount**\n\n**Gross\npositive fair value**\n\n**Gross\nnegative fair value **\n\n**Gain/(loss)\non derivatives for the year**\n\n**Credit exposure3**\n\nInterest rate derivatives1\n51,894,372.2\n64,119.7\n(61,206.3)\n(14,474.0)\n457,490.0\n\nCurrency derivatives (including foreign exchange derivatives)2\n23,484,301.2\n68,784.5\n(106,921.2)\n61,241.6\n600,611.9\n\nEquity derivatives\n9,466.8\n..\n(3.0)\n(505.0)\n3.8\n\nUn-funded credit derivatives\n..\n..\n..\n..\n..\n\n**Total**\n**75,388,140.2**\n**132,904.2**\n**(168,130.5)**\n**46,262.6**\n**1,058,105.7**\n\n1.Includes foreign currency interest rate swaps, forward rate agreements and swap options.\n\n2.Includes foreign currency options, cross currency interest rate swaps and foreign currency futures.\n\n3.Credit exposure is computed as per Current Exposure Method (CEM) without bilateral netting.\n\nF-115\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, the details of the notional amounts, marked-to-market position and credit exposure of our fair value hedging derivatives for\nthe year ended March 31, 2026.\n\n**Rupees in million**\n\n**Particulars**\n\n**Notional amount**\n\n**Gross\npositive fair value**\n\n**Gross\nnegative fair value**\n\n**Credit exposure**\n\nInterest rate derivatives1\n445,380.5\n607.5\n(1,429.9)\n2,515.9\n\nCurrency derivatives (including foreign exchange derivatives)2\n..\n..\n..\n..\n\n1.Includes foreign currency interest rate swaps, forward rate agreements and swap options.\n\n2.Includes foreign currency options, cross currency interest rate swaps and foreign currency futures.\n\nThe following table\nsets forth the details of the notional amounts, marked-to-market position and credit exposure of our fair value hedging derivatives for\nthe year ended March 31, 2025.\n\n**Rupees in million**\n\n**Particulars**\n\n**Notional amount**\n\n**Gross\npositive fair value**\n\n**Gross\nnegative fair value**\n\n**Credit exposure**\n\nInterest rate derivatives1\n439,557.5\n3,550.8\n(123.0)\n4,535.7\n\nCurrency derivatives (including foreign exchange derivatives)2\n..\n..\n..\n..\n\n1.Includes foreign currency interest rate swaps, forward rate agreements and swap options.\n\n2.Includes foreign currency options, cross currency interest rate swaps and foreign currency futures.\n\nThe gains/(losses) on hedged\nitems arising from changes in fair value for fiscal 2026 and fiscal 2025 amounted to Rs. (6,740.1) million and Rs. (5,489.8) million respectively\nand gains/(losses) on corresponding hedging instruments arising from changes in fair value during fiscal 2026 and fiscal 2025 amounted\nto Rs. 6,969.4 million and Rs. 5,922.0 million respectively.\n\nThe gains/(losses) on cash\nflow hedges recorded in cash flow hedge reserve for fiscal 2026 and fiscal 2025 amounted to Rs. (12,628.7) million and Rs. 4,540.4 million\nrespectively. At year-end fiscal 2026, no amount recorded in cash flow hedge reserve is expected to be reclassified into earnings during\nthe next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations\nor the addition of other hedges subsequent to year-end fiscal 2026. During fiscal 2026 and fiscal 2025, there were no gains/(losses) reclassified\nfrom cash flow hedge reserve into earnings on account of discontinuance of cash flow hedges. At year-end fiscal 2026, the maximum length\nof time over which the Group was hedging its exposure to the variability in future cash flows was 132 months (year-end fiscal 2025: 132\nmonths). At year-end fiscal 2026, accumulated cash flow hedge reserve was Rs. (645.0) million (year-end fiscal 2025: Rs. 11,906.6 million).\nDuring fiscal 2026, net amount of gain/(loss) reclassified from accumulated cash flow hedge reserve to earnings was Rs. 175.1 million\n(fiscal 2025: Rs. 46.6 million), as ineffective portion of hedges.\n\nAdditionally, the Group\nhas also hedged the foreign currency exposure of its net investment in foreign operations through currency forward contracts of a notional\namount of Rs. 53,976.8 million at March 31, 2026 (March 31, 2025: Rs. 48,023.8 million). The gross positive and negative fair values of\nthese hedging instruments were Rs. 387.7 million at March 2026 (March 31, 2025: Rs. 435.6 million) and Rs. (2,478.5) million at March\n31, 2026 (March 31, 2025: Rs. (23.1) million) respectively and the credit exposure was Rs. 1,022.8 million at March 31, 2026 (March 31,\n2025: Rs. 1,416.2 million).\n\nF-116\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**14.\nTax contingencies**\n\nVarious tax-related legal proceedings\nare pending against the Group at various levels of appeal either with the tax authorities or in the courts. Where, after considering all\navailable information, a liability requires accrual in the opinion of management, the Group accrues such liability.\n\nWhere such proceedings are\nsufficiently advanced to enable management to assess that a liability exists and are subject to reasonable estimation, management records\nits best estimate of such liability. The contested tax demands are adjusted by the tax authorities against refunds due to each entity\nof the Group on favorable resolution of other years’ appeals/ summary assessments or paid or kept in abeyance in accordance with\nthe terms of any stay order. The payment/adjustment/stay does not prejudice the outcome of the appeals filed by the Group. The tax payments\nare recorded as tax paid under other assets.\n\nAt March 31, 2026, the Group\nhas assessed its contingent tax liability at an aggregate of Rs. 148,504.5 million (March 31, 2025: Rs. 160,674.8 million), mainly pertaining\nto income tax, interest tax, service tax, goods and services tax and sales tax/value added tax demands by the Indian tax authorities for\npast years. The Group has appealed or is in the process of filing an appeal against each of these tax demands. Based on consultation with\ncounsels, favorable decisions in own cases/advance ruling in other similar cases, or as per the Group’s internal assessment as set\nout below, the Group’s management believes that the tax authorities are not likely to be able to substantiate their tax assessments\nand accordingly has not provided for these tax demands at March 31, 2026. Disputed tax issues that are classified as remote are not disclosed\nas contingent liabilities by the Group.\n\nThe Group's contingent liabilities\non direct tax amounted to Rs. 78,472.4 million (March 31, 2025: Rs. 96,212.6 million) which include appeals filed by the Group or the\ntax authorities, where the Group has relied on favorable opinions from counsels, past decisions by appellate authorities in own cases\nor other similar cases, or as per the Group’s internal assessment. The key disputed liabilities are detailed below:\n\n**Disallowance of expenses\nto earn tax free income: Rs. 15,677.0 million (March 31, 2025: Rs. 23,237.0 million)**mainly relates to whether interest expenses can\nbe attributed to earning tax-free income. The Group believes that no interest can be allocated thereto as there are no borrowings earmarked\nfor investments in shares/tax free bonds and the interest-free funds are sufficient to cover investments in the underlying tax-free securities.\n\n**Disallowance of marketing\nexpenditure: Rs 13,973.6 million (March 31, 2025: 13,973.6 million)** pertaining to ICICI Lombard General Insurance Company Limited,\ntreated as inadmissible by the tax authorities.\n\n**Mark-to-market losses on\nderivatives: Rs. 10,295.1 million (March 31, 2025: Rs. 15,614.3 million)**relates to the disallowance of mark-to-market losses on derivative\ntransactions treated by the tax authorities as notional losses.\n\n**Interest on perpetual bonds:\nRs 8,743.9 million (March 31, 2025: Rs. 11,225.9 million)** relates to the disallowance of interest paid on perpetual bonds. The tax\nauthorities do not deem these instruments as borrowings and therefore the interest paid on these bonds has not been allowed as a deduction.\n\n**Depreciation on leased assets:\nRs. 6,891.7 million (March 31, 2025: Rs. 7,037.5 million**) relates to the disallowance of depreciation claimed on leased assets due\nto treatment of the lease transactions as loan transactions by the tax authorities.\n\nF-117\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Provision for year-end operating\nexpense: Rs. 5,970.9 million (March 31, 2025: Rs. 7,224.1 million)**relates to disallowance of provision for year-end operating expense\nby the tax authorities treating it as contingent in nature.\n\n**Interest on non-performing\nassets: Rs. 4,673.7 million (March 31, 2025: Rs. 5,383.0 million)**relates to interest on non-performing assets de-recognized as per\nthe Reserve Bank of India guidelines after 90 days. Interest income is assessed to tax on the ground that tax law has 180 days limit as\nagainst 90 days followed by the Bank.\n\n**Disallowance of write off\nin respect of credit cards: Rs. 3,920.4 million (March 31, 2025: Rs. 4,161.6 million)** relates to the disallowance of written-off amount\nfor credit cards for claiming bad debt write-offs. It has been disallowed on the ground that the credit card business is not a banking\nbusiness or pertaining to money lending and hence did not fulfill conditions for claim of bad debt write off.\n\n**Taxability of amounts withdrawn\nfrom Special Reserve created up to Assessment Year 1997-98: Rs. 2,110.9 million (March 31, 2025: Rs. 2,110.9 million)** relates to two\nspecial reserve accounts maintained by the ICICI Ltd., which included a special reserve created up to assessment year 1997-98. Withdrawals\nfrom the account were assessed as taxable by the tax authorities for assessment years 1998-99 to 2000-01. The Group has received favorable\norders in respect of these assessment years. However, the income tax authorities have preferred further appeal against the favorable orders.\n\nThe Group’s contingent\nliabilities on service tax, goods and services tax and sales tax/value added tax amounted to Rs. 70,032.1 million (March 31, 2025: Rs.\n64,462.2 million), which mainly pertains to the demands along with interest and penalty levied by the respective tax authorities, where\nthe Group has relied on favorable opinions from counsels and past decisions in our own cases/advance ruling by authorities in other similar\ncases. The key disputed liabilities are detailed below.\n\n**Goods and Services tax:\nRs. 32,516.2 million (March 31, 2025: Rs. 32,514.0 million)**pertaining to ICICI Lombard General Insurance Company Limited relates\nto the eligibility of input tax credit on certain expenses.\n\n**Goods and Services Tax:\nRs. 16,362.08 million (March 31, 2025: Rs. 5,900.3 million)**pertaining to the Bank relates to order on levy of GST on notional value\nof services provided by the Bank to customers maintaining specified Minimum Average Balance (MAB) in their deposit accounts.\n\n**Goods and Services Tax:\nRs. 4,978.0 million (March 31, 2025: Rs. 4,920.6 million)**pertaining to ICICI Prudential Life Insurance Company Limited relates to\ndenial of input tax credit availed and utilized on certain expenses pertaining to advertisement and manpower services.\n\n**CENVAT credit on interchange\nfees: Rs. 2,048.0 million (March 31, 2025: Rs. 2,048.0 million)** pertaining to the Bank relates to disallowance of CENVAT credit on\nATM interchange fees paid to acquiring banks and switching fee paid to settlement agency on the basis of monthly statement and 100% penalty\non the same.\n\nF-118\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Goods and Services Tax:\nRs. 1,007.6 million (March 31, 2025: Rs. 1,007.6 million)**pertaining to the Bank relates to order on levy of GST under Reverse Charge\nMechanism (RCM) on the reimbursement of expenses made by the Bank to its representative offices situated outside India.\n\n**CENVAT credit on Deposit\nInsurance and Credit Guarantee Corporation (DICGC) premium: Rs. 767.9 million (March 31, 2025: Rs. 767.9 million)** pertaining to the\nBank relates to disallowance of CENVAT credit availed by the Bank on deposit insurance premium paid by the Bank to DICGC.\n\nBased on judicial precedents\nin the Group’s own cases and similar other cases and upon consultation with the tax counsels, the management believes that it is\nmore likely than not that the Group’s tax positions will be sustained. Accordingly, no provision has been made in the accounts.\n\nThe above-mentioned contingent\nliabilities do not include Rs. 67,665.4 million (March 31, 2025: Rs. 133,702.2 million) considered as remote and therefore, are not required\nto be disclosed as contingent liability. Of the total disputed tax demands classified as remote, amount consisting of Rs. 60,668.8 million\n(March 31,2025: Rs. 60,231.7 million) pertains to ICICI Lombard General Insurance Company Limited mainly relating to disallowance of provision\nfor insurance claims, disallowance for non-deduction of tax on certain expenses, disallowance of exempt income, non-payment of goods and\nservices tax on co-insurance premium, re-insurance commission and motor salvage and reimbursement; Rs. 4,881.7 million (March 31, 2025:\nRs. 21,786.8 million) mainly pertains to the deduction of bad debts, broken period interest, and levy of penalties, which are covered\nby favorable decisions by the Supreme Court of India in the Group’s own/other cases; and Rs. 2,114.9 million (March 31, 2025: Rs.\n2,209.9 million) pertains to errors requiring rectification by tax authorities.\n\n**15.\nLitigation**\n\nA number of litigations and\nclaims against the Group (and its directors and officers) are pending in various forums. The claims on the Group (and its directors and\nofficers) mainly arise in connection with civil cases involving allegations of service deficiencies, property or labor disputes, fraudulent\ntransactions, economic offences and other cases filed in the normal course of business. The Group is also subject to counter-claims arising\nin connection with its enforcement of contracts and loans. A provision is created where an unfavorable outcome is deemed probable and\nin respect of which a reliable estimate can be made. In view of inherent unpredictability of litigation and cases where claims sought\nare substantial in value, actual cost of resolving litigations may be substantially different than the provision held or the contingent\nliability recognized. For cases where unfavorable outcome is deemed to be reasonably possible, it is not possible to make an estimate\nof the possible loss or range of possible losses though aggregate of such amounts are recognized as contingent liabilities. The total\namount of claims against the Group where an unfavorable outcome is deemed ‘probable’ was Rs. 14,363.7 million against which\nprovision of Rs. 9,187.0 million has been recognized. The total amount of claims where unfavorable outcome is deemed ‘possible’\nwas Rs. 7,345.4 million at March 31, 2026, which has been included under contingent liability of the Group. Based upon a review of open\nmatters with its legal counsels including loss contingency on account of such litigation and claims, and classification of such contingency\nas 'probable', 'possible' or 'remote' and with due provisioning for the relevant litigation and claims, the management believes that the\noutcome of such matters will not have a material adverse effect on the Group's consolidated financial position, results of operations\nor cash flows.\n\nF-119\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**16.\nSegmental Information**\n\nThe following table sets forth,\nthe business segment results for the year ended March 31, 2026, prepared on the basis described in Schedule 18 note 11A. The Bank's Chief\nOperating Decision Maker (CODM) evaluates these segment results to assess performance and allocates resources based on multifaceted business,\nstrategic and financial considerations while keeping the strategic focus on customer centricity and focusing on ecosystems and micro-markets\nin line with business plans approved by the Board of Directors. The CODM evaluates certain additional performance metrics, including bank-level\nprofit before tax excluding treasury gains (calculated as profit before tax less Income from treasury-related activities) that aid in\nmeasuring Bank’s strategic progress. The Bank’s CODM is the Committee of Executive Directors consisting of the Managing Director\nand Chief Executive Officer and Executive Directors.\n\n**Rupees\nin million**\n\n**Sr. no.**\n**Particulars**\n\n**Retail\nbanking**\n\n**Wholesale\nbanking**\n\n**Treasury **\n\n**Other\nbanking business**\n\n**Life\ninsurance**\n\n**General\ninsurance**\n\n**Others**\n\n**Inter-\nsegment adjustments**\n\n**Total**\n\n1\nInterest income\n1,463,689.5\n780,907.8\n1,337,943.4\n68,259.0\n100,972.3\n36,272.2\n91,851.3\n(1,927,710.9)\n1,952,184.6\n\n2\nNon interest income\n160,252.5\n97,565.0\n46,360.2\n6,908.3\n553,748.2\n252,633.9\n107,850.0\n(56,319.1)\n1,168,999.0\n\n3\nTotal income (1) + (2)\n1,623,942.0\n878,472.8\n1,384,303.6\n75,167.3\n654,720.5\n288,906.1\n199,701.3\n(1,984,030.0)\n3,121,183.6\n\nExternal revenue\n*939,109.1*\n*585,436.4*\n*397,213.1*\n*71,541.2*\n*653,841.2*\n*284,841.2*\n*189,201.4*\n*..*\n*3,121,183.6*\n\nRevenue from transfer pricing on external liabilities and other internal revenue\n*684,832.9*\n*293,036.4*\n*987,090.5*\n*3,626.1*\n*879.3*\n*4,064.9*\n*10,499.9*\n*(1,984,030.0)*\n*..*\n\n4\nInterest expense\n989,704.4\n552,912.9\n1,172,937.0\n43,398.1\n1,929.6\n..\n57,113.2\n(1,927,709.4)\n890,285.8\n\n5\nOperating expenses\n328,215.9\n99,724.5\n39,680.7\n13,838.4\n633,526.6\n252,422.2\n58,102.3\n(21,574.4)\n1,403,936.2\n\n6\nProvisions\n73,579.4\n(19,054.4)\n(823.5)\n903.5\n1,187.5\n(105.8)\n701.6\n..\n56,388.3\n\n**7**\n**Segment results1 (3)-(4)-(5)-(6)**\n232,442.3\n244,889.8\n172,509.4\n17,027.3\n18,076.8\n36,589.7\n83,784.2\n(34,746.2)\n770,573.3\n\n8\nUnallocated expenses\n\n..\n\n9\nShare of profit from associates\n\n2,628.5\n\n10\nOperating profit1 (7) – (8)\n+ (9)\n\n773,201.8\n\n11\nIncome tax expenses (net)/(net deferred tax credit)\n\n193,839.3\n\n**12**\n**Net profit2 (10) – (11)**\n\n**579,362.5**\n\n**Other information**\n\n13\nSegment assets\n8,788,482.7\n6,785,744.2\n7,624,787.6\n1,107,160.7\n3,189,653.2\n755,151.3\n1,035,258.2\n(183,879.5)\n29,102,358.4\n\n14\nUnallocated assets\n\n42,621.3\n\n**15**\n**Total assets (13) + (14)**\n\n**29,144,979.7**\n\n16\nSegment liabilities\n12,203,393.4\n6,447,058.5\n4,858,434.93\n680,960.23\n3,197,520.43\n761,109.13\n1,036,918.93\n(183,879.5) 3\n29,001,515.9\n\n17\nUnallocated liabilities\n\n143,463.8\n\n**18**\n\n**Total capital and liabilities**\n\n**(16) + (17)**\n\n**29,144,979.7**\n\n19\nCapital expenditure\n24,108.9\n10,700.8\n1,430.8\n1,202.0\n1,929.5\n2,624.9\n6,217.9\n..\n48,214.8\n\n20\nDepreciation\n16,336.2\n7,210.4\n1,005.8\n711.8\n1,444.9\n1,647.0\n2,270.3\n(16.4)\n30,610.0\n\n1.Profit before tax and minority interest.\n\n2.Includes share of net profit of minority shareholders.\n\n3.Includes share capital and reserves and surplus.\n\n4.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.\n\nF-120\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, the business segment\nresults for the year ended March 31, 2025 prepared on the basis described in Schedule 18 note 11A.\n\n**Rupees\nin million**\n\n**Sr. no.**\n**Particulars**\n\n**Retail\nbanking**\n\n**Wholesale\nbanking**\n\n**Treasury**\n\n**Other\nbanking business**\n\n**Life\ninsurance**\n\n**General\ninsurance**\n\n**Others**\n\n**Inter-\nsegment adjustments**\n\n**Total**\n\n1\nInterest income\n1,407,433.8\n742,774.2\n1,304,706.7\n67,707.0\n89,893.7\n33,543.2\n81,152.7\n(1,863,896.7)\n1,863,314.6\n\n2\nNon interest income\n154,413.0\n81,587.9\n45,716.4\n7,376.2\n512,348.7\n222,967.7\n107,173.8\n(49,028.9)\n1,082,554.8\n\n3\nTotal income (1) + (2)\n1,561,846.8\n824,362.1\n1,350,423.1\n75,083.2\n602,242.4\n256,510.9\n188,326.5\n(1,912,925.6)\n2,945,869.4\n\n*External revenue*\n*916,739.1*\n*540,894.1*\n*384,301.7*\n*71,895.1*\n*601,830.5*\n*251,061.5*\n*179,147.4*\n*..*\n*2,945,869.4*\n\n*Revenue from transfer pricing\non external liabilities and other internal revenue*\n\n*645,107.7*\n\n* *\n\n*283,468.0*\n\n* *\n\n*966,121.4*\n\n* *\n\n*3,188.1*\n\n* *\n\n*411.9*\n\n* *\n\n*5,449.4*\n\n* *\n\n*9,179.1*\n\n* *\n\n*(1,912,925.6)*\n\n* *\n\n*..*\n\n4\nInterest expense\n969,854.6\n541,043.4\n1,140,912.8\n46,557.7\n1,137.8\n2.9\n54,658.0\n(1,863,890.7)\n890,276.5\n\n5\nOperating expenses\n304,472.2\n90,214.0\n24,754.2\n12,200.7\n587,610.7\n223,758.9\n57,879.5\n(22,890.4)\n1,277,999.8\n\n6\nProvisions\n71,309.6\n(22,541.6)\n(2,747.1)\n1,812.9\n129.6\n(463.8)\n1,558.0\n..\n49,057.6\n\n**7**\n**Segment results1 (3)-(4)-(5)-(6)**\n216,210.4\n215,646.3\n187,503.2\n14,511.9\n13,364.3\n33,212.9\n74,230.8\n(26,144.3)\n728,535.5\n\n8\nUnallocated expenses\n\n..\n\n9\nShare of profit from associates\n\n1,506.6\n\n10\nOperating profit1 (7) – (8)\n+ (9)\n\n730,042.1\n\n11\nIncome tax expenses (net)/(net deferred tax credit)\n\n184,348.3\n\n**12**\n**Net profit2 (10) – (11)**\n\n**545,693.8**\n\n**Other information**\n\n13\nSegment assets\n7,929,301.9\n5,482,698.2\n7,227,332.6\n1,025,594.7\n3,140,885.4\n685,617.4\n1,029,682.0\n(154,037.2)\n26,367,075.0\n\n14\nUnallocated assets\n\n55,339.1\n\n**15**\n**Total assets (13) + (14)**\n\n** 26,422,414.1**\n\n16\nSegment liabilities\n11,119,662.2\n5,559,973.9\n4,306,765.43\n595,655.23\n3,142,401.43\n690,202.53\n1,030,790.73\n(154,037.2)3\n26,291,414.1\n\n17\nUnallocated liabilities\n\n131,000.0\n\n**18**\n\n**Total capital and liabilities**\n\n**(16) + (17)**\n\n**26,422,414.1**\n\n19\nCapital expenditure\n27,062.6\n11,779.3\n2,054.9\n2,449.5\n2,808.5\n2,631.7\n4,057.8\n..\n52,844.3\n\n20\nDepreciation\n14,068.8\n5,983.3\n1,005.0\n672.2\n1,333.8\n1,244.1\n1,982.4\n(16.4)\n26,273.2\n\n1.Profit before tax and minority interest.\n\n2.Includes share of net profit of minority shareholders.\n\n3.Includes share capital and reserves and surplus.\n\n4.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.\n\nF-121\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, the business\nsegment results for the year ended March 31, 2024 prepared on the basis described in Schedule 18 note 11A.\n\n**Rupees\nin million**\n\n**Sr. no.**\n**Particulars**\n\n**Retail\nbanking**\n\n**Wholesale\nbanking**\n\n**Treasury **\n\n**Other\nbanking business**\n\n**Life\ninsurance**\n\n**General insurance**\n\n**Others**\n\n**Inter-\nsegment adjustments**\n\n**Total**\n\n1\nInterest income\n1,208,554.8\n649,232.6\n1,117,447.1\n58,652.1\n74,377.2\n2,596.8\n62,738.3\n(1,578,439.7)\n1,595,159.2\n\n2\nNon interest income\n136,920.9\n68,569.6\n19,571.2\n5,381.9\n467,984.1\n16,361.3\n77,630.4\n(27,201.4)\n765,218.0\n\n3\nTotal income (1) + (2)\n1,345,475.7\n717,802.2\n1,137,018.3\n64,034.0\n542,361.3\n18,958.1\n140,368.7\n(1,605,641.1)\n2,360,377.2\n\n*External revenue*\n*791,317.3*\n*491,258.8*\n*306,964.0*\n*62,415.0*\n*541,426.2*\n*18,612.7*\n*148,383.2*\n*..*\n*2,360,377.2*\n\n*Revenue from transfer pricing on external liabilities\nand other internal revenue*\n*554,158.4*\n*226,543.4*\n*830,054.3*\n*1,619.0*\n*935.1*\n\n*345.4 *\n\n*(8,014.5)*\n*(1,605,641.1)*\n*..*\n\n4\nInterest expense\n821,230.8\n457,144.1\n963,561.3\n35,852.2\n823.5\n3.1\n40,904.9\n(1,578,438.3)\n741,081.6\n\n5\nOperating expenses\n283,844.1\n83,057.7\n20,711.3\n11,105.3\n532,377.0\n16,480.8\n39,262.6\n(9,010.8)\n977,828.0\n\n6\nProvisions\n51,909.1\n(22,116.7)\n6,336.9\n692.5\n(71.5)\n269.5\n104.2\n..\n37,124.0\n\n**7**\n**Segment results1 (3)-(4)-(5)-(6)**\n188,491.7\n199,717.1\n146,408.8\n16,384.0\n9,232.3\n2,204.7\n60,097.0\n(18,192.0)\n604,343.6\n\n8\nUnallocated expenses\n\n..\n\n9\nShare of profit from associates\n\n10,737.7\n\n10\nOperating profit1 (7) – (8)\n+ (9)\n\n615,081.3\n\n11\nIncome tax expenses (net)/(net deferred tax credit)\n\n154,276.2\n\n**12**\n**Net profit2 (10) – (11)**\n\n**460,805.1**\n\n**Other information**\n\n13\nSegment assets\n7,193,136.2\n4,824,561.0\n6,340,548.0\n893,056.2\n2,987,952.9\n628,317.0\n879,966.1\n(182,618.8)\n23,564,918.6\n\n14\nUnallocated assets\n\n75,711.7\n\n**15**\n**Total assets (13) + (14)**\n\n**23,640,630.3**\n\n16\nSegment liabilities\n10,198,454.9\n4,565,715.3\n3,815,846.83\n607,215.63\n2,989,997.03\n633,082.93\n881,936.63\n(182,618.8)3\n23,509,630.3\n\n17\nUnallocated liabilities\n\n131,000.0\n\n**18**\n\n**Total capital and liabilities**\n\n**(16) + (17)**\n\n**23,640,630.3**\n\n19\nCapital expenditure\n19,984.4\n7,806.3\n1,390.0\n598.4\n3,128.9\n139.6\n3,529.4\n..\n36,577.0\n\n20\nDepreciation\n10,978.1\n4,596.4\n788.2\n444.8\n1,129.0\n93.5\n1,338.5\n(16.4)\n19,352.1\n\n1.Profit before tax and minority interest.\n\n2.Includes share of net profit of minority shareholders.\n\n3.Includes share capital and reserves and surplus.\n\n4.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.\n\nF-122\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**17.\nRevenue from contracts with customers**\n\nThe Group recognizes the revenue\nfrom contracts with customers primarily in the line item ‘commission, exchange and brokerage’ of ‘Schedule 14 - Other\nincome’. The primary components of commission, exchange and brokerage are transaction banking fee, lending linked fee, fund management\nfee, commercial banking fee, securities brokerage income and third party products distribution fee.\n\nThe transaction banking fee\nprimarily includes card related fee such as interchange fee, joining fee and annual fee, income on ATM transactions, deposit accounts\nrelated transaction charges and charges for normal transaction banking services and fee on cash management services, commission on bank\nguarantees, letters of credit and bills discounting. The lending linked fee primarily includes loan processing fee and fee on foreclosure/prepayment\nof loans. The fund management fee includes the income earned by the Bank’s asset management subsidiary on mutual fund schemes and\nby the private equity fund management subsidiary on private equity funds. The brokerage income earned by the Bank’s securities broking\nsubsidiary on securities transactions by its customers is included in the securities brokerage income. The third party products distribution\nfee primarily includes income earned on distribution of products such as mutual funds, insurance products and bonds.\n\nThe revenue is recognized at\nthe time when the performance obligation under the terms of contractual arrangement is completed. The Group generally recognizes the revenue\neither immediately upon completion of services or over time as the Group performs the services. In cases where the consideration is received\nin advance from customers by the Group, a liability is recorded and the same is subsequently recognized as revenue over the contract period\nor on completion of the performance obligation under the contract. The Group does not have any significant contract assets and contract\nliabilities at March 31, 2026, March 31, 2025, and March 31, 2024.\n\nThe segment-wise breakup of\nthe above components of the Group’s revenue for the year ended March 31, 2026 is given below. ** **\n\nRupees in million\n\n**Sr. No.**\n**Nature**\n\nRetail\n\nBanking\n\nWholesale\n\nBanking\n\nTreasury\n\nOther\nbanking business\n\nLife insurance\n\nGeneral\ninsurance\n\nOthers\n\nInter segment/ company adjustment\n\nTotal\n\n1\n\nTransaction banking fee\n\n100,545.5\n\n35,902.6\n\n..\n\n1,881.8\n\n..\n\n..\n\n67.0\n\n(415.0)\n\n137,980.5\n\n2\nLending linked fee\n30,489.0\n21,017.0\n..\n2,259.9\n11.7\n..\n1,917.5\n(398.3)\n55,296.8\n\n3\nFund management fee\n..\n..\n..\n..\n..\n..\n59,041.5\n(0.5)\n59,041.0\n\n4\nSecurities brokerage income\n..\n..\n..\n..\n..\n..\n16,609.5\n(7.3)\n16,602.2\n\n5\nThird party products distribution fee\n10,013.7\n..\n..\n237.1\n..\n..\n6,901.4\n(5,257.2)\n11,895.0\n\n6\nOthers\n790.4\n3,644.7\n..\n1,063.8\n..\n..\n17,317.3\n(10,329.4)\n12,486.8\n\n**Total **\n**141,838.6**\n**60,564.3**\n..\n**5,441.9**\n**11.7**\n..\n**101,854.2**\n**(16,408.4)**\n**293,302.3**\n\n1.Out of the total revenue of Rs. 293,302.3 million, amount of revenue recognized point in time is Rs. 265,321.0\nmillion and amount of revenue recognized over the period is Rs. 27,981.3 million.\n\nThe segment-wise breakup of\nthe above components of the Group’s revenue for the year ended March 31, 2025 is given below. ** **\n\nRupees in million\n\n**Sr. No.**\n**Nature**\n\nRetail\n\nBanking\n\nWholesale\n\nBanking\n\nTreasury\n\nOther\nbanking business\n\nLife insurance\n\nGeneral\ninsurance\n\nOthers\n\nInter segment/ company adjustment\n\nTotal\n\n1\n\nTransaction banking fee\n100,654.4\n32,409.4\n..\n2,185.0\n..\n..\n69.4\n(889.3)\n134,428.9\n\n2\nLending linked fee\n27,397.2\n17,411.1\n..\n1,830.2\n10.7\n..\n2,218.1\n(664.0)\n48,203.3\n\n3\nFund management fee\n..\n..\n..\n..\n..\n..\n47,973.1\n(0.6)\n47,972.5\n\n4\nSecurities brokerage income\n..\n..\n..\n..\n..\n..\n20,805.5\n(38.8)\n20,766.7\n\n5\nThird party products distribution fee\n\n10,282.3\n\n..\n..\n125.6\n..\n..\n\n7,228.7\n\n(5,931.7)\n\n11,704.9\n\n6\nOthers\n932.7\n3,278.8\n..\n975.1\n..\n..\n19,268.0\n(9,869.3)\n14,585.3\n\n**Total **\n** 139,266.6**\n** 53,099.3**\n** ..**\n** 5,115.9**\n** 10.7**\n**..**\n** 97,562.8**\n** (17,393.7)**\n** 277,661.6**\n\n1.Out of the total revenue of Rs. 277,661.6 million, amount of revenue recognized point in time is Rs. 253,600.6\nmillion and amount of revenue recognized over the period is Rs. 24,061.0 million.\n\nF-123\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe segment-wise breakup of\nthe above components of the Group’s revenue for the year ended March 31, 2024 is given below. ** **\n\nRupees in million\n\n**Sr. No.**\n**Nature**\n\nRetail\n\nBanking\n\nWholesale\n\nBanking\n\nTreasury\n\nOther\nbanking business\n\nLife insurance\n\nGeneral\ninsurance\n\nOthers\n\nInter segment/ company adjustment\n\nTotal\n\n1\n\nTransaction banking fee…….\n87,607.1\n27,779.2\n..\n2,202.4\n..\n..\n55.1\n(753.2)\n116,890.6\n\n2\nLending linked fee\n25,325.3\n14,033.5\n..\n1,118.4\n7.0\n..\n2,174.8\n(474.6)\n42,184.4\n\n3\nFund management fee\n..\n..\n..\n..\n..\n..\n34,890.6\n(0.6)\n34,890.0\n\n4\nSecurities brokerage income\n..\n..\n..\n..\n..\n..\n18,774.2\n(65.8)\n18,708.4\n\n5\nThird party products distribution fee\n\n9,709.6\n\n..\n..\n124.1\n..\n..\n\n6,846.6\n\n(5,086.7)\n\n11,593.6\n\n6\nOthers\n762.0\n2,604.1\n5.4\n658.8\n..\n..\n8,676.8\n(1,255.5)\n11,451.7\n\n**Total **\n** 123,404.0**\n** 44,416.8**\n** 5.4**\n** 4,103.7**\n** 7.0**\n**..**\n** 71,418.1**\n** (7,636.4)**\n** 235,718.7**\n\n1.Out of the total revenue of Rs. 235,718.7 million, amount of revenue recognized point in time is Rs. 215,461.4\nmillion and amount of revenue recognized over the period is Rs. 20,257.3 million.\n\nF-124\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**18.\nEmployee Stock Option Scheme (ESOS)/ Employee Stock Unit Scheme (ESUS)**\n\nThe following table sets forth\na summary of the Bank’s stock options outstanding at March 31, 2026.\n\nNumber of options\nWeighted-average exercise price per share (Rs.)\nWeighted-average remaining contractual life (Number of years)\n\n**Aggregate\nintrinsic value**\n\n**(Rs. in million)**\n\nOutstanding at the beginning of the year\n169,866,927\n484.94\n3.35\n146,664.3\n\nAdd: Granted during the year\n12,833,970\n1,356.42\n\nLess: Lapsed during the year, net of re-issuance\n1,067,490\n1,089.07\n\nLess: Exercised during the year\n36,361,312\n374.10\n\nOutstanding at the end of the year\n145,272,095\n585.24\n3.00\n92,035.0\n\nOptions exercisable\n118,612,481\n452.02\n2.38\n89,422.8\n\nThe following table sets forth\na summary of the Bank’s stock options outstanding at March 31, 2025.\n\nNumber of options\nWeighted-average exercise price per share (Rs.)\nWeighted-average remaining contractual life (Number of years)\n\n**Aggregate\nintrinsic value**\n\n**(Rs. in million)**\n\nOutstanding at the beginning of the year\n198,731,466\n411.26\n3.81\n135,542.5\n\nAdd: Granted during the year1\n15,964,860\n1,052.89\n\nLess: Lapsed during the year, net of re-issuance\n1,997,001\n896.53\n\nLess: Exercised during the year\n42,832,398\n335.58\n\nOutstanding at the end of the year\n169,866,927\n484.94\n3.35\n146,664.3\n\nOptions exercisable\n137,704,023\n379.06\n2.80\n133,475.2\n\n1.Includes 3.0 million number of options granted to employees of ICICI Securities\nLimited (including its subsidiaries) in accordance with the scheme of arrangement between ICICI Bank Limited and ICICI Securities Limited\nand their respective shareholders for delisting of ICICI Securities Limited.\n\nF-125\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth\na summary of the Bank’s stock units outstanding at March 31, 2026.\n\nNumber of options\nWeighted-average exercise price (Rs.)\nWeighted-average remaining contractual life (Number of years)\n\n**Aggregate intrinsic value**\n\n**(Rs. in million)**\n\nOutstanding at the beginning of the year\n8,032,295\n2.00\n5.90\n10,814.3\n\nAdd: Granted during the year\n4,231,550\n2.00\n\nLess: Lapsed during the year, net of re-issuance\n488,308\n2.00\n\nLess: Exercised during the year\n1,823,427\n2.00\n\nOutstanding at the end of the year\n9,952,110\n2.00\n5.59\n11,981.3\n\nOptions exercisable\n1,357,105\n2.00\n3.89\n1,633.8\n\nThe following table sets forth\na summary of the Bank’s stock units outstanding at March 31, 2025.\n\nNumber of options\nWeighted-average exercise price (Rs.)\nWeighted-average remaining contractual life (Number of years)\n\n**Aggregate intrinsic value**\n\n**(Rs. in million)**\n\nOutstanding at the beginning of the year\n4,190,810\n2.00\n6.24\n**4,573.4**\n\nAdd: Granted during the year1\n4,964,420\n2.00\n\nLess: Lapsed during the year, net of re-issuance\n371,263\n2.00\n\nLess: Exercised during the year\n751,672\n2.00\n\nOutstanding at the end of the year\n8,032,295\n2.00\n5.90\n10,814.3\n\nOptions exercisable\n560,656\n2.00\n3.72\n754.8\n\n1.Includes 0.6 million number of units granted to employees of ICICI Securities Limited (including its subsidiaries)\nin accordance with the scheme of arrangement between ICICI Bank Limited and ICICI Securities Limited and their respective shareholders\nfor delisting of ICICI Securities Limited.\n\nTotal fair value\nof options vested was Rs. 5,756.7 million for the year ended March 31, 2026, Rs. 6,501.9 million for the year ended March 31, 2025, and\nRs. 4,852.0 million for the year ended March 31, 2024. Total fair value of units vested was Rs. 2,676.0 million for the year ended March\n31, 2026, Rs. 1,188.0 million for the year ended March 31, 2025 and Rs. 2.4 million for the year ended March 31, 2024.\n\nTotal aggregate intrinsic\nvalue of options exercised was Rs. 37,365.6 million for the year ended March 31, 2026, Rs. 37,694.5 million for the year ended March 31,\n2025, and Rs 26,462.2 million for the year ended March 31, 2024. Total aggregate intrinsic value of units exercised was Rs. 2,610.5 million\nfor the year ended March 31, 2026 (March 31, 2025: Rs. 878.4 million).\n\nF-126\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe total compensation\ncost of options/units recognized during March 31, 2026, March 31, 2025 and March 31, 2024 was Rs. 9,687.0, Rs. 7,901.5 and Rs. 7,029.1\nrespectively.\n\nThe total compensation\ncost of options related to non-vested awards not yet recognized at March 31, 2026 and March 31, 2025 was Rs. 3,385.7 million and\nRs. 3,354.7 million respectively and the weighted-average period over which it is expected to be recognized was 1.49 years and\n1.48 years respectively.\n\nThe total compensation\ncost of units related to non-vested awards not yet recognized at March 31, 2026 and March 31, 2025 was Rs. 3,015.3 million and\nRs. 2,445.2 million respectively and the weighted-average period over which it is expected to be recognized was 1.42 years and\n1.45 years respectively.\n\nThe following table\nsets forth a summary of stock options exercisable at March 31, 2026.\n\n**Range\nof exercise price **\n\n**(Rupees per share) **\n\nNumber of options\nWeighted- average exercise price per share (Rs.)\n\n**Weighted-average remaining contractual life**\n\n**(Number of years)**\n\n**Aggregate intrinsic value**\n\n**(Rs. in million)**\n\n60-199\n189,815\n152.99\n0.07\n199.9\n\n200-399\n66,583,017\n266.41\n2.16\n62,554.3\n\n400-599\n22,767,056\n510.21\n1.75\n15,838.8\n\n600-799\n17,390,396\n744.61\n3.21\n8,021.9\n\n800-999\n7,976,747\n897.17\n3.56\n2,462.6\n\n1000-1199\n3,651,370\n1,111.37\n4.07\n345.2\n\n1200-1399\n54,080\n1,269.45\n4.51\n0.1\n\nThe following table\nsets forth a summary of stock options exercisable at March 31, 2025.\n\n**Range of exercise price**\n\n**(Rupees per share)**\n\nNumber of options\nWeighted- average exercise price per share (Rs.)\n\n**Weighted-average remaining contractual life**\n\n**(Number of years)**\n\n**Aggregate intrinsic value**\n\n**(Rs. in million)**\n\n60-199\n1,188,860\n157.91\n0.76\n1,415.3\n\n200-399\n88,958,357\n269.18\n2.81\n96,000.9\n\n400-599\n31,580,712\n491.68\n2.41\n27,054.4\n\n600-799\n11,731,359\n743.89\n3.58\n7,091.1\n\n800-999\n4,244,735\n897.57\n4.03\n1,913.5\n\nF-127\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth a summary of the Bank’s unvested stock options outstanding at March 31, 2026.\n\nNumber of options\nWeighted-average fair value per share at grant date (Rupees)\n\nUnvested at April 1, 2025\n32,162,904\n373.82\n\nAdd: Granted during the year\n12,833,970\n424.14\n\nLess: Vested during the year\n17,375,168\n331.32\n\nLess: Forfeited during the year\n962,092\n430.79\n\nUnvested at March 31, 2026\n26,659,614\n423.69\n\nThe following table\nsets forth a summary of the Bank’s unvested stock options outstanding at March 31, 2025.\n\nNumber of options\nWeighted-average fair value per share at grant date (Rupees)\n\nUnvested at April 1, 2024\n39,435,440\n306.85\n\nAdd: Granted during the year\n15,964,860\n444.76\n\nLess: Vested during the year\n21,345,542\n304.60\n\nLess: Forfeited during the year\n1,891,854\n357.55\n\nUnvested at March 31, 2025\n32,162,904\n373.82\n\nThe following table\nsets forth a summary of the Bank’s unvested stock units outstanding at March 31, 2026.\n\nNumber of options\nWeighted-average fair value per share at grant date (Rupees)\n\nUnvested at April 1, 2025\n7,471,639\n1,029.38\n\nAdd: Granted during the year\n4,231,550\n1,328.15\n\nLess: Vested during the year\n2,627,021\n1,018.64\n\nLess: Forfeited during the year\n481,163\n1,171.99\n\nUnvested at March 31, 2026\n8,595,005\n1,171.77\n\nThe following table\nsets forth a summary of the Bank’s unvested stock units outstanding at March 31, 2025.\n\nNumber of options\nWeighted-average fair value per share at grant date (Rupees)\n\nUnvested at April 1, 2024\n4,188,110\n879.43\n\nAdd: Granted during the year\n4,964,420\n1,120.43\n\nLess: Vested during the year\n1,313,006\n904.82\n\nLess: Forfeited during the year\n367,885\n995.55\n\nUnvested at March 31, 2025\n7,471,639\n1,029.38\n\nF-128\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth for the periods indicated, the key assumptions used to estimate the fair value of options based on Black-Scholes model.\n\n**Year ended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nRisk-free interest rate\n5.84% to 6.16%\n6.42% to 7.11%\n6.88% to 7.32%\n\nExpected term\n3.53 years to 5.53 years\n3.43 years to 5.43 years\n3.23 years to 5.23 years\n\nExpected volatility\n19.70% to 31.13%\n18.01% to 33.27%\n24.78% to 37.41%\n\nExpected dividend yield\n0.70% to 0.74%\n0.65% to 0.83%\n0.56% to 0.85%\n\nThe following table\nsets forth for the periods indicated, the key assumptions used to estimate the fair value of units based on Black-Scholes model.\n\n**Year ended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nRisk-free interest rate\n5.97% to 6.05%\n6.42% to 7.09%\n6.82% to 6.94%\n\nExpected term\n1.58 years to 3.58 years\n1.58 years to 3.58 years\n1.58 years to 3.58 years\n\nExpected volatility\n18.39% to 20.84%\n16.49% to 24.72%\n23.63% to 36.56%\n\nExpected dividend yield\n0.74%\n0.72% to 0.74%\n0.56%\n\nRisk free interest\nrates over the expected term of the option/units are based on the government securities yield in effect at the time of the grant.\n\nThe expected term\nof an option/units is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option/units.\nExpected exercise behavior is generally estimated based on the historical exercise pattern of the Bank.\n\nExpected volatility\nduring the estimated expected term of the option/units is based on historical volatility determined based on observed market prices of\nthe Bank's publicly traded equity shares.\n\nExpected dividends\nduring the estimated expected term of the option/units are based on recent dividend activity.\n\nThe key assumptions\nfor the year ended March 31, 2026 also includes the key assumptions used for options/units granted to employees of ICICI Securities Limited\nin accordance with the Scheme.\n\n**19.\nSelected information from Indian GAAP financials**\n\nThe following tables\nset forth, for the periods indicated, the income statement and balance sheet, by following the guidance of Regulation S-X.\n\nRupees in million\n\nYear ended March 31,\n\n**2026**\n\n**2025**\n\n**2024**\n\nInterest income\n1,952,184.6\n1,863,314.7\n1,595,159.2\n\nInterest expense\n890,285.8\n890,276.5\n741,081.6\n\nNet interest income\n1,061,898.8\n973,038.2\n854,077.6\n\nProvision for loan losses & others\n62,447.9\n41,056.5\n30,074.5\n\nProvision for depreciation on investments\n(6,059.6)\n8,001.1\n7,049.6\n\nNet interest income after provision for loan losses and investments\n1,005,510.5\n923,980.6\n816,953.5\n\nNon-interest income\n1,168,999.0\n1,082,554.7\n765,218.0\n\nNon-interest expense\n1,403,936.2\n1,277,999.8\n977,827.9\n\nIncome before income tax expense, minority interest and share of profit in associates\n770,573.3\n728,535.5\n604,343.6\n\nIncome tax expense\n193,839.4\n184,348.3\n154,276.2\n\nIncome before minority interest and share of profit in associates\n576,733.9\n544,187.2\n450,067.4\n\nAdd: Share of profit in associates\n2,628.6\n1,506.6\n10,737.7\n\nNet profit for the year before minority interest\n579,362.5\n545,693.8\n460,805.1\n\nLess: Minority interest\n37,285.5\n35,401.8\n18,241.4\n\n**Net income **** **\n** ****542,077.0**** **** **\n** ****510,292.0**** **** **\n** ****442,563.7**** **\n\n**Earnings per equity share: (Rs.)**\n\nBasic\n75.89\n72.41\n63.19\n\nDiluted\n74.77\n71.14\n61.96\n\nWeighted average number of equity shares used in computing earnings per equity share (millions)\n\nBasic\n7,143\n7,048\n7,004\n\nDiluted\n7,247\n7,167\n7,132\n\nF-129\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nRupees in million\n\n**At\nMarch 31,**\n\n**2026**\n\n**2025**\n\nAssets\n\nCash and cash equivalents1\n2,649,807.2\n2,140,234.6\n\nInvestments1\n8,707,198.8\n8,863,768.1\n\nLoans, net1,2\n16,446,579.7\n14,206,637.1\n\nProperty, plant and equipment\n174,142.8\n158,122.3\n\nGoodwill\n105,500.5\n84,594.3\n\nDeferred tax asset (net)\n42,621.3\n48,410.0\n\nInterest accrued, outstanding fees and other income\n248,207.2\n249,019.1\n\nAssets held for sale\n60.6\n1.9\n\nOther assets1\n770,861.6\n671,626.7\n\n**Total assets **** **\n** ****29,144,979.7**** **** **\n** ****26,422,414.1**** **\n\nLiabilities\n\nInterest-bearing deposits\n15,583,743.7\n14,041,328.9\n\nNon-interest bearing deposits\n2,716,457.5\n2,375,045.1\n\nShort-term borrowings and trading liabilities\n963,886.2\n934,004.2\n\nLong-term debt\n1,238,756.6\n1,254,830.2\n\nOther liabilities\n4,846,422.0\n4,529,779.2\n\n**Total\nliabilities **\n\n** **\n** ****25,349,266.0**** **** **\n** ****23,134,987.6**** **\n\nMinority interest\n165,109.6\n148,367.4\n\nStockholders’ equity\n3,630,604.1\n3,139,059.1\n\n**Total liabilities and stockholders’ equity **** **\n** ****29,144,979.7**** **** **\n** ****26,422,414.1**** **\n\n1.Includes cash and cash equivalents, investments, loans and other assets amounting\nto Rs. 267,426.3 million (March 31, 2025: Rs. 304,219.7 million) pledged as security towards short-term borrowings amounting to Rs. 244,890.8\nmillion (March 31, 2025: Rs. 292,050.8 million).\n\n2.Includes loans amounting to Rs. 303,708.0 million (March 31, 2025: Rs. 282,717.7\nmillion) pledged as security towards long-term borrowings amounting to Rs. 293,304.7 million (March 31, 2025: Rs. 275,066.1 million).\n\nF-130\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following tables set forth,\nfor the periods indicated, the statement of stockholders’ equity.\n\nRupees in million\n\nEquity share capital\nEmployee stock options outstanding\n\n**Securities\npremium**\n\n**Revenue and**\n\n**other reserves1**\n\n**Other special reserves2**\n\nStockholders’ equity\n\nBalance at April 1, 2025\n14,246.0\n20,698.4\n606,132.8\n1,369,700.8\n1,128,281.1\n3,139,059.1\n\nProceeds from issue of share capital\n76.3\n\n..\n\n17,075.8\n\n..\n\n..\n\n17,152.1\n\nAdditions during the year\n\n..\n\n9,687.03\n..\n305,016.7\n184,605.0\n499,308.7\n\nDeductions during the year\n\n..\n\n(3,564.7)4\n(168.1)\n(20,019.9)5,6\n(1,163.1)7\n(24,915.8)\n\nBalance at March 31, 2026\n14,322.3\n26,820.7\n623,040.5\n1,654,697.6\n1,311,723.0\n3,630,604.1\n\n1.Includes revenue and other reserves, AFS reserve and balance in profit and loss\naccount.\n\n2.Includes statutory reserve, special reserve, capital reserve, foreign currency translation\nreserve, revaluation reserve, investment fluctuation reserve and capital redemption reserve.\n\n3.Represents cost of employee stock options/units recognized during the year.\n\n4.Represents amount transferred to Securities Premium on account of exercise of employee\nstock options/units and to General Reserve on lapses of employee stock options/units.\n\n5.Includes Rs. 4,437.3 million towards deduction in fair value change account of insurance\nsubsidiaries due to fair valuation of investments held insurance subsidiaries.\n\n6.Includes movement on account of deconsolidation and change in ownership interest\nin consolidating entities.\n\n7.Includes amount transferred from revaluation reserve to general reserve on account\nof incremental depreciation charge on revaluation and revaluation surplus on premises sold. Also includes the amount of loss on revaluation\nof certain assets which were held for sale.\n\nThe following tables set forth,\nfor the periods indicated, the statement of stockholders’ equity.\n\nRupees in million\n\nEquity share capital\nEmployee stock options outstanding\nSecurities premium\n\n**Revenue and**\n\n**other reserves1**\n\n**Other special reserves2**\n\nStockholders’ equity\n\nBalance at April 1, 2024\n14,046.8\n14,053.2\n519,436.4\n1,046,835.5\n967,066.4\n2,561,438.3\n\nProceeds from issue of share capital\n199.2\n\n..\n\n86,696.43\n\n..\n\n..\n\n86,895.6\n\nAdditions during the year\n\n..\n\n8,866.24,5\n..\n328,297.4\n162,891.4\n500,055.0\n\nDeductions during the year\n\n..\n\n(2,221.0)6\n..\n(5,432.1)7\n(1,676.7)8\n(9,329.8)\n\nBalance at March 31, 2025\n14,246.0\n20,698.4\n606,132.8\n1,369,700.8\n1,128,281.1\n3,139,059.1\n\n1.Includes revenue and other reserves, AFS reserve and balance in profit and loss\naccount.\n\n2.Includes statutory reserve, special reserve, capital reserve, foreign currency translation\nreserve, revaluation reserve, investment fluctuation reserve and capital redemption reserve.\n\n3.Includes Rs. 68,876.0 million on account of issuance of equity shares to the shareholders\nof ICICI Securities Limited in accordance with the scheme of arrangement between ICICI Bank Limited and ICICI Securities Limited and the\nrespective shareholders for delisting of ICICI Securities Limited.\n\n4.Includes cost of employee stock options/units recognized during the year.\n\n5.Includes Rs. 964.7 million towards creation of ESOP reserve for the options/units\ngranted to employees of ICICI Securities Limited in accordance with the scheme of arrangement between ICICI Bank Limited and ICICI Securities\nLimited and their respective shareholders for delisting of ICICI Securities Limited.\n\n6.Represents amount transferred to Securities Premium on account of exercise of employee\nstock options/units and to General Reserve on lapses of employee stock options/units.\n\n7.Includes Rs. 3,693.8 million towards deduction in fair value change account of insurance\nsubsidiaries due to fair valuation of investments held insurance subsidiaries.\n\n8.Includes amount transferred from revaluation reserve to general reserve on account\nof incremental depreciation charge on revaluation and revaluation surplus on premises sold. Also includes the amount of loss on revaluation\nof certain assets which were held for sale.\n\nF-131\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following tables set forth,\nfor the periods indicated, the statement of stockholders’ equity.\n\n** **\n\nRupees in million\n\n**Equity\nshare capital**\n\nEmployee stock options outstanding\n\n**Securities\npremium**\n\n**Revenue and**\n\n**other reserves1**\n\n**Other\nspecial reserves2**\n\nStockholders’ equity\n\nBalance at April 1, 2023\n13,967.8\n7,608.8\n507,229.5\n797,727.0\n818,444.9\n2,144,978.0\n\nProceeds from issue of share capital\n79.0\n\n..\n\n12,206.1\n\n..\n\n..\n\n12,285.1\n\nAdditions during the year\n..\n7,028.43\n0.84\n249,252.85\n149,601.66\n4,05,883.6\n\nDeductions during the year\n..\n(584.0)7\n..\n(144.3)\n(980.1)8\n(1,708.4)\n\n**Balance at March 31, 2024 **** **\n** ****14,046.8**** **** **\n** ****14,053.2**** **** **\n** ****519,436.4**** **** **\n** ****1,046,835.5**** **** **\n** ****967,066.4**** **** **\n** ****2,561,438.3**** **\n\n1.Includes revenue and other reserves, unrealized investment reserve and balance in\nprofit and loss account.\n\n2.Includes statutory reserve, special reserve, capital reserve, foreign currency translation\nreserve, revaluation reserve, investment fluctuation reserve and capital redemption reserve.\n\n3.Represents cost of employee stock options/units recognized during the year.\n\n4.Represents the ESOP cost recognized by the overseas banking subsidiaries under fair\nvalue method.\n\n5.Includes Rs. 4,308.9 million towards addition in fair value change account of insurance subsidiaries due to fair valuation of investments\nheld insurance subsidiaries.\n\n6.Includes transfer of accumulated translation loss of Rs. 3,396.6 million related\nto closure of Bank’s Offshore Banking Unit, SEEPZ Mumbai, to profit and loss account in terms of Accounting Standard 11 - The Effects\nof Changes in Foreign Exchange Rates.\n\n7.Represents amount transferred to Securities Premium on account of exercise of employee\nstock options and to General Reserve on lapses of employee stock options.\n\n8.Includes amount transferred from revaluation reserve to general reserve on account\nof incremental depreciation charge on revaluation and revaluation surplus on premises sold. Also includes the amount of loss on revaluation\nof certain assets which were held for sale.\n\nThe following table sets forth,\nfor the periods indicated, the movement in profit and loss account.\n\nRupees in million\n\nMarch 31, 2026\nMarch 31, 2025\nMarch 31, 2024\n\nBalance at the beginning of the year\n1,183,850.7\n898,257.8\n656,386.8\n\nAdditions during the year\n542,077.0\n510,292.0\n442,563.7\n\nDividend\n(78,531.5)\n(70,412.7)\n(55,986.0)\n\nDeductions during the year1\n(164,820.1)\n(154,286.4)\n(144,706.7)\n\n**Balance at the end of the year**** **\n** ****1,482,576.1**** **** **\n** ****1,183,850.7**** **** **\n** ****898,257.8**** **\n\n1.Includes appropriations/transfers to other reserves and movement on account of deconsolidation\nand change in ownership interest in consolidating entities.\n\nThe cash flow statement\nis in compliance with the requirements of AS 3 – Cash Flow Statements.\n\nThe following table\nsets forth, for the periods indicated, the supplementary information to the cash flow statements.\n\n**Rupees in million**\n\n**Year ended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nConversions of loans to investments\n0.0\n49.9\n3,912.2\n\nInterest paid\n890,388.9\n887,107.7\n735,486.2\n\nInterest and dividend received\n1,953,966.9\n1,833,487.8\n1,537,708.7\n\nF-132\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**20.\nEstimated fair value of financial instruments**\n\nThe Group’s\nfinancial instruments include non-derivative financial assets and liabilities as well as derivative instruments. Fair value estimates\nare generally subjective in nature and are made at a specific point in time based on the characteristics of the financial instruments\nand relevant market information. Quoted market prices are used, wherever available. In other cases, fair values are based on estimates\nusing present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions\nused and judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows\nand other factors. Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value\nestimates cannot necessarily be substantiated by comparison to independent markets and in many cases, may not be realized in an immediate\nsale of the instruments.\n\nFair value estimates\nare based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets\nand liabilities that are not considered as financial instruments. Disclosure of fair values is not required for certain items such as\ninvestments accounted for under the equity method of accounting, obligations for pension and other post-retirement benefits, income tax\nassets and liabilities, property and equipment, pre-paid expenses, insurance liabilities, core deposit intangibles and the value of customer\nrelationships associated with certain types of consumer loans, particularly the credit card portfolio and other intangible assets. Accordingly,\nthe aggregate fair value amount presented does not purport to represent and should not be considered representative of the underlying\nmarket or franchise value of the Group. In addition, because of differences in methodologies and assumptions used to estimate fair values,\nthe Group’s fair values should not be compared to those of other financial institutions.\n\nThe methods and assumptions\nused by the Group in estimating the fair values of financial instruments are described below.\n\n**Cash and balances with reserve\nbank of India and balances with banks and money at call and short notice**\n\nThe carrying amounts\nreported in the balance sheet approximate fair values because a substantial amount of the portfolio has maturities of less than three\nmonths. The cash and balances with banks and money at call and short notice are classified as Level 1 instruments in view of absence of\nany significant market observable data for valuation of these instruments.\n\n**Investments**\n\nThe fair values of\ninvestments are generally determined based on quoted price or based on discounted cashflows. For certain debt and equity investments that\ndo not trade on established exchanges and for which markets do not exist, estimates of fair value are based upon management’s review\nof the investee’s financial results, condition and prospects.\n\n**Advances**\n\nThe fair values of\ncommercial and consumer loans are estimated by discounting the contractual cash flows using interest rates currently offered on various\nloan products. The carrying value of certain other loans approximate fair value due to the short-term nature of these loans. The advances\nare classified as Level 3 instruments in view of absence of any significant market observable data for valuation of these instruments.\n\nF-133\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Deposits**\n\nThe carrying amount\nof deposits with no stated maturity is considered to be equal to their fair value. Fair value of fixed rate time deposits is estimated\nby discounting contractual cash flows using interest rates currently offered on the deposit products. Fair value estimates for deposits\ndo not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of alternative\nforms of funding (core deposit intangibles). The deposits are classified as Level 3 instruments in view of absence of any significant\nmarket observable data for valuation of these instruments.\n\n**Borrowings**\n\nThe fair value of\nthe Group’s debt is estimated by discounting future contractual cash flows using appropriate interest rates and credit spreads.\nThe carrying value of certain other borrowings approximates fair value due to the short-term nature of these borrowings. The borrowings\nare classified as Level 2 instruments in view of the inputs used like interest rates, yield curves and credit spreads, which are available\nfrom public sources like Reuters, Bloomberg, Financial Benchmark India Private Limited and Fixed Income Money Markets & Derivatives\nAssociation of India.\n\n**Other assets and liabilities**\n\nOther assets and\nliabilities also include financial instruments such as sundry receivables and payables such deposits, interest/fee receivables/payables\nand are predominantly classified as Level 3 instruments in view of absence of any significant market observable data for valuation of\nthese instruments.\n\nFurther, financial\ninstruments which are accounted at fair value on a recurring/non-recurring basis are disclosed in note 22.d) fair value measurement.\n\nThe following table\nsets forth, for the periods indicated, the listing of the fair value by category of financial assets and financial liabilities.\n\nRupees in million\n\nAt March 31, 2026\nAt March 31, 2025\n\n**Carrying\nvalue**\n\n**Estimated\nFair Value**\n\n**Carrying\nvalue**\n\n**Estimated\nfair value**\n\nFinancial assets\n\nCash and balances with Reserve Bank of India\n1,212,371.9\n1,212,371.9\n1,202,409.1\n1,202,409.1\n\nBalances with banks and money at call and short notice\n1,437,435.3\n1,437,435.3\n937,825.5\n937,825.5\n\nInvestments\n8,707,198.8\n8,709,556.5\n8,863,768.1\n9,009,454.1\n\nAdvances\n16,446,579.7\n16,452,272.2\n14,206,637.1\n14,324,795.1\n\nOther assets\n997,966.2\n997,966.2\n883,426.0\n883,426.0\n\n**Total **** **\n** ****28,801,551.9**** **** **\n** ****28,809,602.1**** **** **\n** ****26,094,065.8**** **** **\n** ****26,357,909.8**** **\n\nFinancial liabilities\n\nInterest-bearing deposits\n15,583,710.6\n15,663,437.8\n14,041,323.2\n14,109,762.6\n\nNon-interest-bearing deposits\n2,716,490.6\n2,716,490.6\n2,375,050.9\n2,375,050.9\n\nBorrowings\n2,202,642.8\n2,170,082.7\n2,188,834.5\n2,183,091.7\n\nOther liabilities and provisions\n1,505,236.6\n1,505,236.6\n1,242,878.1\n1,242,878.1\n\n**Total **** **\n** ****22,008,080.6**** **** **\n** ****22,055,247.7**** **** **\n** ****19,848,086.7**** **** **\n** ****19,910,783.3**** **\n\nF-134\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**21.\nDifferences between Indian GAAP and U.S. GAAP**\n\nThe consolidated\nfinancial statements of the Group are prepared in accordance with Indian GAAP, which differs in certain significant aspects from U.S.\nGAAP.\n\nThe following tables\nsummarize the significant adjustments to consolidated net income and stockholders’ equity which would result from the application\nof U.S. GAAP.\n\n**1.\nNet income reconciliation**\n\nRupees in million\n\nYear ended March 31,\n\nNote\n2026\n2025\n2024\n\n**Consolidated profit after tax as per Indian GAAP excluding minority interests1**\n\n542,077.0\n510,292.0\n442,563.7\n\nAdjustments on account of:\n\nAllowance for credit losses\n(a)\n7,439.2\n(14,130.0)\n(53,217.1)\n\nBusiness combinations\n(b)\n(3,589.3)\n(3,610.2)\n140,326.1\n\nConsolidation\n(c)\n8,073.6\n11,176.0\n20,829.1\n\nValuation of debt and equity securities\n(d)\n(4,777.0)\n(21,106.8)\n33,270.6\n\nAmortization of fees and costs\n(e)\n9,010.2\n8,491.7\n5,306.0\n\nAccounting for derivatives\n(f)\n520.5\n506.8\n(1,107.2)\n\nAccounting for compensation costs\n(g)\n(659.8)\n56.7\n(684.2)\n\nAccounting for securitization\n(h)\n(127.1)\n569.2\n325.9\n\nIncome tax benefit/(expense)\n(i)\n3,933.5\n19,743.9\n18,278.4\n\nOthers\n(j)\n(1,526.1)\n1,553.7\n7,872.2\n\nTotal impact of all adjustments\n\n18,297.7\n3,251.0\n171,199.8\n\nNet income as per U.S. GAAP attributable to ICICI Bank stockholders\n\n560,374.7\n513,543.0\n613,763.5\n\n**Net income as per U.S. GAAP\nattributable to non-controlling interests1 **** **\n** **** **** **** **\n** ****23,677.9**** **** **\n** ****30,633.7**** **** **\n** ****15,114.5**** **\n\nTotal net income as per U.S. GAAP\n\n584,052.6\n544,176.7\n628,878.0\n\nBasic earnings per share (Rs.)\n\nIndian GAAP (consolidated)\n\n75.89\n72.41\n63.19\n\nU.S. GAAP (consolidated)\n\n78.45\n72.87\n87.63\n\nDiluted earnings per share (Rs.)\n\nIndian GAAP (consolidated)\n\n74.77\n71.14\n61.96\n\nU.S. GAAP (consolidated)\n\n77.29\n71.57\n85.89\n\n1.Profit attributable to minority interests as per Indian GAAP was Rs. 37,285.5 million\n(March 31, 2025: Rs. 35,401.8 million and March 31, 2024: Rs. 18,241.4 million).\n\nF-135\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**2.\nStockholders’ equity reconciliation**\n\nRupees in million\n\n**At\nMarch 31,**\n\nNote\n\n**2026**\n\n**2025**\n\n**Consolidated net worth as per Indian GAAP excluding minority interests1**\n\n3,630,604.1\n3,139,059.1\n\nAdjustments on account of:\n\nAllowance for credit losses\n(a)\n(20,191.7)\n(27,524.6)\n\nBusiness combinations\n(b)\n384,710.3\n388,299.6\n\nConsolidation\n\n(c)\n\n(1,733.7)\n9,373.6\n\nValuation of debt and equity securities\n(d)\n3,917.3\n73,888.8\n\nAmortization of fees and costs\n(e)\n59,538.7\n54,472.6\n\nAccounting for derivatives\n(f)\n975.2\n454.8\n\nAccounting for compensation costs\n(g)\n..\n..\n\nAccounting for securitization\n(h)\n(340.1)\n(206.9)\n\nIncome tax assets/(liabilities)\n(i)\n45,902.5\n24,947.5\n\nOthers\n(j)\n(12,450.0)\n(7,959.8)\n\nTotal impact of all adjustments\n\n460,328.5\n515,745.6\n\nICICI Bank stockholders’ equity as per U.S. GAAP\n\n4,090,932.6\n3,654,804.7\n\n**Non-controlling interests1,2,3 **\n\n431,236.9\n426,882.1\n\n**Total equity as per U.S. GAAP **** **\n** **** **** **** **\n** ****4,522,169.5**** **** **\n** ****4,081,686.8**** **\n\n1.Net worth, representing capital and reserves and surplus, attributable to minority\ninterests as per Indian GAAP was Rs. 165,109.6 million (March 31, 2025: Rs. 148,367.4 million).\n\n2.Each of the adjustments in the above table is net of the related impact to non-controlling\ninterests. The adjustments to non-controlling interests included within the above adjustments are on account of the impact of business\ncombination accounting of. Rs. 334,111.2 million at March 31, 2026, along with corresponding impact on deferred taxes: Rs. (11,896.8)\nmillion (March 31, 2025: Rs. 337,831.6 million; corresponding impact of deferred taxes: Rs. (12,962.7) million), impact of amortization\nof fees and costs at March 31, 2026: Rs. 13,929.4 million, along with corresponding deferred taxes: Rs. (3,505.7) million (at March 31,\n2025: Rs. 10,718.0 million; corresponding impact on deferred taxes: Rs. (2,697.5) million) and impact of valuation of debt and equity\nsecurities at March 31, 2026: Rs. (1,320.8) million, along with corresponding impact on deferred taxes Rs. 332.4 million (at March 31,\n2025: Rs. 5,498.0 million; corresponding impact on deferred taxes: Rs. (1,383.7) million).\n\n3.Accordingly, on an aggregate basis (including impact on ICICI Bank stockholders’\nequity and impact on non controlling interest), at March 31, 2026, the impact of business combination accounting amounts to Rs. 718,821.5\nmillion, along with corresponding impact on deferred taxes: Rs (22,792.0) million (March 31, 2025: Rs. 726,131.2 million; corresponding\nimpact of deferred taxes: Rs (24,687.9) million), the impact of amortization of fees and costs amounts to Rs. 73,468.1 million, along\nwith corresponding deferred taxes: Rs. (18,490.5) million (March 31, 2025: Rs. 65,190.6 million; corresponding impact of deferred taxes:\nRs. (16,407.2) million and impact of valuation of debt and equity securities amounts to Rs. 2,596.5 million along with corresponding deferred\ntaxes: Rs (653.5) million (March 31, 2025: Rs. 79,368.8 million; corresponding impact of deferred taxes: Rs. (25,814.9) million)\n\nF-136\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**a)****Allowance for credit losses**\n\nThe differences in the credit\nlosses between Indian GAAP and U.S. GAAP are primarily on account of:\n\ni.Expected credit losses on commercial loans based on individual\nassessment, which do not share similar risk characteristics with other loans under U.S. GAAP as compared to provisions based on graded\nprovisioning rates on non-performing loans, subject to minimum provisioning rates prescribed by the Reserve Bank of India guidelines\nunder Indian GAAP for the Bank.\n\nii.Expected credit losses on the loans sharing similar risk characteristics under U.S. GAAP as compared to\nprescriptive/graded provisioning, subject to minimum provisioning rate, as per the Reserve Bank of India guidelines under Indian GAAP\nfor the Bank.\n\niii.Expected credit losses on non-cancellable loan commitments, non-fund exposures and other financial assets\nunder U.S. GAAP as compared to estimated provision on expected devolvement of guarantees on certain borrowers classified as non-performing\nunder Indian GAAP for the Bank.\n\n**Credit losses on commercial loans which do not\nshare similar risk characteristics**\n\nThese differences primarily\nrelate to provisions on non-performing commercial loans under Indian GAAP and credit loss provisions on commercial loans which do not\nshare similar risk characteristics under U.S. GAAP. This difference arises due to a difference in methodology applied to calculate the\ncredit losses under U.S. GAAP and Indian GAAP.\n\nUnder Indian GAAP, as per Reserve\nBank of India guidelines, non-performing loans are classified into three categories: sub-standard assets, doubtful assets and loss assets.\nA loan is classified as sub-standard if interest payments or installments have remained overdue for more than 90 days. As per Reserve\nBank of India guidelines, a provision of 15.0% is required for all sub-standard loans. An additional provision of 10.0% is required for\naccounts that are unsecured from the time of origination. A loan is classified as a doubtful loan if it has remained sub-standard for\nmore than twelve months or if the value of security charged to the Bank has eroded and fallen below 50% as compared to the previously\nassessed security value. A 100% provision/write-off is required with respect to the unsecured portion of the doubtful loans. A 100% provision\nis required for the secured portion of loans classified as doubtful for more than three years and is recorded in a graded manner as the\nthree-year period occurs. A loan is classified as a loss asset if the losses on it are identified or the loan is considered uncollectible.\nFor loans classified as a loss, the entire loan is required to be provided for. Provisions are generally made by the Bank on non-performing\nloans as per internal provisioning norms, subject to minimum provisioning requirements of Reserve Bank of India.\n\nUnder Indian GAAP,\ncertain loans restructured by the Bank (excluding loans given for implementation of projects in the infrastructure sector and non-infrastructure\nsector and which are delayed up to a specified period and certain other types of loans explained below) by re-scheduling principal repayments\nand/or the interest are classified as non-performing as per the Reserve Bank of India guidelines. Provisions as applicable to non-performing\nloans, are made on restructured loans. In addition to this, provision for the diminution in fair value of the restructured loans is also\nmade by the\n\nF-137\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nBank. The diminution in fair value is computed by discounting both sets of cash flows, based on interest rate prior to restructuring\nand post restructuring, at the existing rate of interest charged on the loan before the restructuring.\n\nUnder U.S. GAAP, commercial\nloans representing significant individual credit exposures (both funded and non-funded), are individually evaluated to ascertain if they\nshare similar risk characteristics, based on the ability of the borrower to repay the contractual amounts due to the Bank, including considerations\nof both quantitative and qualitative criteria such as the account conduct, future prospects, repayment history and financial performance.\nThe credit losses for commercial loans, ascertained to not share the similar risk characteristics, are estimated on an individual basis\nand are based on either the present value of expected future cash flows or in case of a collateral dependent loan, the net realizable\nvalue of the collateral net of cost to sell, if any.\n\nUnder Indian GAAP, the Bank\nholds specific provisions on certain performing commercial loans and advances based on the Reserve Bank of India guidelines/direction.\n\nUnder Indian GAAP, accounts\nwhere the Bank had invoked/implemented strategic debt restructuring under the Reserve Bank of India guidelines were classified as non-performing.\nUnder U.S. GAAP, the Bank opted for fair value option for accounting these loans at fair value through income statement under ASC Subtopic\n825-10 “Financial Instruments”. *See also– 22(b). Notes under U.S. GAAP – Fair value accounting of financial\ninterests.*\n\nUnder Indian GAAP, any contractual\namount due from the counter-party under derivative contracts, if not collected within 90 days, is required to be reversed through income\nstatement under the Reserve Bank of India guidelines. Under U.S. GAAP, these receivables are analyzed to identify the required credit\nlosses in the same manner as individual credit exposures.\n\nThe Bank transfers certain\nloans to borrower specific funds/trusts managed by asset reconstruction companies in exchange for security receipts issued by the funds/trusts,\nas part of the strategy for resolution of non-performing assets. The funds/trusts have been set up by the asset reconstruction companies\nunder enacted debt recovery legislation in India and they aim to improve the recoveries of banks on non-performing assets by aggregating\nlender interests and speeding up the enforcement of security interests by lenders. While under Indian GAAP, such transfers are recognized\nas a sale, and provision is held against security receipts received by the Bank as a consideration, under U.S. GAAP these transfers are\nnot recognized as a sale due to the following reasons:\n\n• Certain transfers do\nnot qualify for sale accounting under FASB ASC Topic 860, “Transfers and servicing”, as the Bank retains the risks and rewards\nin such transfers.\n\n• Certain transfers were\nimpacted by FASB ASC Subtopic 810-10, “Consolidation – overall”. The funds/trusts to which these loans have been transferred\nare variable interest entities within the definition contained in ASC Subtopic 810-10. As the Bank is the ‘Primary Beneficiary’\nof certain of these funds/trusts, it is required under U.S. GAAP to consolidate these entities.\n\n**Credit losses on loans sharing similar risk characteristics**\n\n**Commercial loans**\n\nCredit losses on commercial\nloans sharing similar risk characteristics primarily relate to performing commercial loans and to homogenous small balance commercial\nloans which are generally provided under any of the lending programme including both performing and non-performing commercial loans under\nIndian GAAP.\n\nF-138\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nUnder Indian GAAP, the allowances\non the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate\nof 0.4% for all standard assets except –\n\n·Small and micro enterprise sectors, which attract a provisioning requirement of 0.25%,\n\n·Advances to commercial real estate residential, non-residential sectors and project under implementations\nwhich attract a provisioning requirement of 0.75% and 1.0% respectively,\n\nAs per the guidelines issued\nby the Reserve Bank of India, additional general provision between 0.0%-0.8% is made on outstanding amounts to entities having unhedged\nforeign currency exposure. The provision range is based on percentage of likely loss due to unhedged foreign currency exposure to their\nearnings before interest, depreciation and lease rentals, if any.\n\nUnder U.S. GAAP, credit losses\non the commercial loans sharing similar risk characteristics are accounted on a collective basis. The segmentation for the commercial\nloans is based on risk characteristics such as customer type, risk rating and delinquency status. The collective assessment begins with\na quantitative calculation that considers the likelihood of the borrower defaulting. The quantitative calculation covers expected credit\nlosses over an instrument’s expected life and is estimated by applying probability of default and loss given default. Based on historical\ndefault rates, the probabilities of default are derived using a macro-economic scenario over a reasonable and supportable forecast period.\nThe term structure for subsequent periods is built using single year reversion to the long run historical information. The forecasts take\ninto consideration the Group’s economic outlook based on internal as well as external inputs and involve a governance process that\nincorporates feedback from senior management.\n\n**Consumer loans**\n\nCredit losses on consumer loans\nsharing similar risk characteristics primarily relate to homogenous small balance loans including both performing and non-performing consumer\nloans under Indian GAAP.\n\nUnder Indian GAAP, the provision\non non-performing consumer loans is made at a pre-determined rate, subject to minimum provision as required under the Reserve Bank of\nIndia guidelines. The provision on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning\nrequirement is a uniform rate of 0.4% for all standard assets except\n\n·Farm credit to agriculture and home loan upto a certain amount which attract a provisioning requirement\nof 0.25%,\n\n·Advances to commercial real estate residential and non-residential sectors which attract a provisioning\nrequirement of 0.75% and 1.0% respectively\n\nUnder U.S. GAAP, credit losses\non the consumer loans sharing similar risk characteristics are accounted for on collective basis. The segmentation for the consumer loans\nis based on risk characteristics such as product type, delinquency status, credit scores, and vintage. For agriculture loans, a further\nsegmentation of risk characteristics is also carried out based on direct and indirect agriculture lending categories. The collective assessment\nbegins with a quantitative calculation that considers the likelihood of the borrower defaulting. The quantitative calculation covers expected\ncredit losses over an instrument’s expected life and is estimated by applying probability of default and loss given default. Based\non historical default rates, the probabilities of default are derived using a macro-economic scenario over a reasonable and supportable\nforecast period. The term structure for subsequent periods is built using single year reversion to the long run historical information.\nThe forecasts take into consideration the Group’s economic outlook based on internal as well as external inputs and involve a governance\nprocess that incorporates feedback from senior management.\n\nF-139\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nUnder Indian GAAP, the Bank,\non prudent basis, has made contingency provision due to the economic and geopolitical uncertainties. Under US GAAP, the Group makes adjustments\nto appropriately address these economic circumstances over and above the model output by increasing the probability of default estimates\nbased on management judgement.\n\n**Credit losses on undrawn commitments, non-fund\nexposures and other debt securities**\n\nUnder U.S. GAAP, the Bank records\na liability for credit losses on non-cancellable undrawn commitments by the Group and non-fund exposures to its borrowers based on the\nlife time expected losses. The credit losses are estimated in accordance with the ASC Topic 326, “Financial Instruments –\nCredit losses”.\n\nUnder Indian GAAP, the Bank\nmakes estimated provision on guarantees, above a certain threshold, to its borrowers classified as non-performing based on an assessment\nof expected devolvement.\n\nUnder Indian GAAP, the Reserve\nBank of India guidelines do not specify the conditions under which the assets may be written-off. The Bank has internal policies for charge-off\nof non-performing loans against loan loss allowances. Commercial loans, are generally charged off against allowances when, based on a\nborrower-specific evaluation of the possibility of further recovery, the Bank concludes that the balance cannot be collected. The Bank\nevaluates whether a balance can be collected based on the realizable value of collateral, the results of the Bank’s past recovery\nefforts, the possibility of recovery through legal recourse and the possibility of recovery through settlement.\n\nSmall-balance homogenous loans\nare generally charged off against allowances after predefined periods of delinquency, as follows:\n\n•Mortgage loans: 3 years of continuous delinquency\n\n•Other consumer loans: 6 months of continuous delinquency\n\nThe same criteria\nare used for charge-off of impaired loans under U.S. GAAP.\n\nThe following table sets forth,\nfor the periods indicated, the difference in aggregate expected credit losses between Indian GAAP and U.S. GAAP attributable to the above\nreconciling items. ** **\n\nRupees in million\n\n**Reconciling items**\n\nYear\nended March 31,\n\n2026\n\n2025\n\n2024\n\nDifferences due to expected credit losses on commercial loans evaluated on individual basis\n(809.0)\n(11,032.8)\n(12,392.8)\n\nDifferences due to expected credit losses on loans evaluated on collective basis\n(165.3)\n(1,876.7)\n(39,472.4)\n\nDifferences due to expected credit losses on undrawn commitments, non-fund exposures and other financial assets\n8,413.5\n(1,220.5)\n(1,351.9)\n\n**Total differences in allowance from loan losses**\n\n7,439.2\n\n(14,130.0)\n\n(53,217.1)\n\nDuring fiscal 2024, the Bank\nimplemented the ASU 2022-02: Troubled debt restructurings and vintage disclosures. The Bank adopted the guidance on the recognition and\nmeasurement of troubled\n\nF-140\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\ndebt restructured loans under the modified retrospective approach. Adoption of these amendments resulted in a\ndecrease in allowance for credit losses by Rs. 999.4 million, the impact of the same was directly taken in the reserves on April 1, 2023.\n\nSee note on 22 (f) Loans\nfor detailed discussion on allowance for credit loss. See note on \"Consolidated Financial Statements - Schedules to the consolidated\nfinancial statements - Schedule 9 - Advances\" for Indian GAAP balance sheet presentation.\n\n**b)****Business combinations**\n\nThe differences arising due\nto business combinations are primarily on account of:\n\ni)Accounting for intangible assets and goodwill; and\n\nii)Acquisition of control in former equity affiliates\n\nDuring fiscal 2024,\nthe Bank re-acquired control in ICICI Lombard General Insurance Company Limited. Accordingly, the existing investments in ICICI Lombard\nGeneral Insurance Company Limited were fair valued on the date of acquisition of control based on the closing market price of shares of\nICICI Lombard General Insurance Company Limited. This resulted in a fair value gain amounting to Rs. 140,173.7 million which was recognized\nin the statement of net income. Under U.S. GAAP, goodwill was determined by deducting the fair value of net assets of ICICI Lombard General\nInsurance Company Limited from the fair value of equity interest held by the Bank and fair value of minority interest in ICICI Lombard\nGeneral Insurance Company Limited. Accordingly, goodwill of Rs. 557,733.7 million and intangibles of Rs. 103,963.3 million were recorded\nunder U.S. GAAP. Since, ICICI Lombard General Insurance Company Limited was acquired in February 2024, the results of fiscal 2024 may\nnot be comparable with fiscal 2025 and 2026 to this extent. The goodwill was allocated to the General insurance segment of the Group.\nThe goodwill recognized is not available for amortization under tax laws. Further, during fiscal 2024, the Bank also acquired control\nin I-Process Services (India) Private Limited and has recognized a bargain purchase gain of Rs. 358.5 million.\n\nOn 12 January 2026, the Bank\nacquired 100% stake in ICICI Pension Fund Management Limited from ICICI\nPrudential Life Insurance Company Limited for a consideration of Rs. 2,035.0 million, through a share purchase agreement. ICICI\nPension Fund Management Limited was a wholly owned subsidiary of ICICI\nPrudential Life Insurance Company Limited which is an associate of the Bank under U.S. GAAP. As a result of this acquisition, ICICI\nPension Fund Management Limited became a wholly owned subsidiary of the Bank. Accordingly, a intangible asset of asset management right\namounting to Rs. 447.4 million and Goodwill of Rs. 184.5 million was recognized in U.S. GAAP.\n\nUnder U.S. GAAP in accordance\nwith FASB ASC Topic 350, the Group does not amortize goodwill and intangibles with infinite life but instead tests the same for impairment\nat least annually. The annual impairment test under ASC Topic 350 does not indicate an impairment loss for fiscal 2026, 2025 and 2024.\n\nUnder U.S. GAAP intangible\nassets with finite useful life are amortized over their estimated useful lives in proportion to the economic benefits consumed in each\nperiod.\n\nF-141\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\nfor the periods indicated, the differences in net income arising from accounting for business combinations under Indian GAAP and U.S.\nGAAP.\n\n**Rupees in million**\n\n**Reconciling items**\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nGain on acquisition of General insurance subsidiary\n..\n..\n140,173.7\n\nGain on bargain purchase of other subsidiary\n..\n..\n358.5\n\nAmortization of intangibles\n(3,684.5)\n(3,705.3)\n(307.6)\n\nOthers\n95.2\n95.1\n101.5\n\n**Total difference in business combinations**\n\n**(3,589.3)**\n\n**(3,610.2)**\n\n**140,326.1**\n\n**c)****Consolidation**\n\nThe differences on account\nof consolidation are primarily on account of:\n\n1.Consolidation of life insurance subsidiary;\n\n2.Equity affiliates and majority owned subsidiaries; and\n\n3.Consolidation of variable interest entities.\n\nUnder Indian GAAP, consolidation\nis required only if there is ownership of more than one-half of the voting power of an enterprise or control of the composition of the\nBoard of Directors in the case of a company or of the composition of the governing body in case of any other enterprise. Under Indian\nGAAP, our life insurance subsidiary (ICICI Prudential Life Insurance Company Limited) is consolidated on line-by-line basis. Under U.S.\nGAAP, ICICI Prudential Life Insurance Company Limited is accounted for by the equity method of accounting as the minority shareholders\nhave substantive participating rights as defined in ASC Subtopic 810-10, “Consolidation – Overall”.\n\nThe following table sets forth,\nfor the periods indicated, the differences in net income arising from accounting for consolidation under Indian GAAP and U.S. GAAP.\n\n**Rupees in million**\n\n**Reconciling items**\n\n**Year\nended March 31, **\n\n**2026**\n\n**2025**\n\n**2024**\n\nProfit/(loss) as per U.S. GAAP for life insurance subsidiary\n32,501.5\n33,568.7\n43,530.5\n\nLess: Profit/(loss) as per Indian GAAP for life insurance subsidiary\n15,925.6\n11,855.1\n8,506.7\n\n**Net reconciliation difference for life insurance subsidiary1**\n**16,575.9**\n**21,713.6**\n**35,023.8**\n\nProfit/(loss) from life insurance subsidiary attributable to the Group2\n8,435.9\n11,174.6\n17,965.5\n\nProfit/(loss) from equity affiliates and majority owned subsidiaries\n..\n..\n2,869.53\n\nImpairment loss on investment in equity affiliate\n..\n..\n..\n\nProfit/(loss) on sale of equity affiliate\n(355.7)\n..\n..\n\nProfit/(loss) on consolidation of variable interest entities and special purpose entities\n(6.5)\n1.4\n(5.9)\n\n**Total differences in consolidation **\n\n**8,073.6**\n\n**11,176.0**\n\n**20,829.1**\n\n1.Represents total differences in profit/(loss) between Indian GAAP and U.S. GAAP for life insurance subsidiary.\nSee also- 22. Notes under U.S. GAAP – Insurance entities.\n\n2.Represents the Group’s share of profit/(loss) in “Net reconciliation difference for life insurance\nsubsidiary” and excludes the share of non-controlling interest holders. The Group owns part, not all, of the life insurance subsidiary.\nAs such, only a portion of “Net reconciliation difference for life insurance subsidiary” is attributable to the Group; the\nrest is attributable to non-controlling interest holders. The share attributable to the Group constitutes the “Profit/(loss) from\nlife insurance subsidiary attributable to the Group.” Reconciling items pertaining to significant differences between Indian GAAP\nand U.S. GAAP for life insurance affiliate are discussed separately below.\n\n3.Represents the Group’s share in difference in profit/(loss) between Indian GAAP and U.S. GAAP for\nGeneral insurance affiliate and amortization of intangibles. See also- 22. Notes under U.S. GAAP – Insurance entities.\n\nF-142\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nPrudential\nCorporation Holdings Limited (PCHL) has entered into definitive agreements on May 17, 2026 pursuant to which Prudential has agreed to\nacquire 75% stake in Bharti Life Insurance Company Limited (Proposed Transaction), subject to receipt of applicable regulatory approvals\nand satisfaction of certain conditions. On July 4, 2026, the Bank and PCHL entered into a letter of undertaking to mitigate any potential\nconflict of interest in the management of ICICI Prudential Life Insurance Company Limited (ICICI Life) pursuant to the Proposed Transaction.\n\nIn view of the Proposed Transaction\nICICI Life has applied to the IRDAI for the reclassification of PCHL from “promoter” to “investor.” From the date\nof submission of reclassification application to IRDAI (Start Date) until the closing of the Proposed Transaction or such other date as\ndirected by the IRDAI in writing (End Date), PCHL shall abstain from voting on any matters requiring special resolutions, so long as such\nmatter does not adversely impact any right or interest of PCHL in ICICI Life. Further, the nominee director of Prudential has resigned\nfrom the Board of ICICI Life, with effect from the date on which the board of ICICI Life approved the reclassification application. Further,\nPCHL shall not nominate another director on the board of ICICI Life from Start Date to End Date.\n\nUpon PCHL’s reclassification\nfrom ‘promoter’ to ‘investor’ becoming effective, parties shall take reasonable actions to amend the articles\nof association of ICICI Life to align the special resolution requirement with the Companies Act, 2013.\n\nConsequent to the change in\narticles of association, the Bank would obtain control of ICICI Life under US GAAP, without any change in its ownership interest, and\nwould be required to consolidate ICICI Life on a line by line basis.\n\nSince the reclassification\nand the Proposed Transaction is subject to regulatory approval (that has not yet been obtained) and satisfaction of other conditions,\nthe occurrence and timing of the transfer of control remains uncertain as of the date of these financial statements. Accordingly, this\nis a non-adjusting subsequent event, and no adjustment has been made to the Net income reconciliation for the year ended March 31, 2026\nand stockholders’ reconciliation at March 31, 2026. ICICI Life continues to be accounted for under the equity method in the reconciliation\nat March 31, 2026. As the previously held interest would be remeasured at fair value on the date of obtaining the control, the amount\nof the remeasurement gain/(loss), and of goodwill and identified intangibles if any, cannot presently be estimated. The equity-method\ncarrying amount of the Bank’s investment in ICICI Life was Rs. 133,139.3 million as at March 31, 2026. Based on the quoted market\nprice of ICICI Life’s listed equity shares, the Bank expects that consolidation, if it occurs, would result in a material, non-recurring\ngain/(loss) on remeasurement of its previously held interest under U.S. GAAP.\n\n**Profit/(loss) on consolidation of Variable\nInterest Entities**\n\nThe Bank has consolidated certain\nsecuritization trusts used for securitization transactions, in accordance with ASC 810-10. Upon consolidation, the assets of the qualifying\nspecial purpose entities were incorporated into the Bank’s loan portfolio and the amounts received from the investors were accounted\nfor as borrowings. Under U.S. GAAP, the Bank accounts for the allowance for loan losses on these loans based on expected credit loss.\n\nUnder Indian GAAP, securitized\nassets are derecognized from the Bank’s books. In accordance with the Reserve Bank of India guidelines for securitization, for securitization\ntransactions entered into\n\nF-143\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nafter February 1, 2006, the Bank accounted for any losses immediately at the time of securitization but amortized\nany profits over the life of the securities issued or to be issued by the qualifying special purpose entities. As per the Reserve Bank\nof India guidelines issued on September 24, 2021, gain realized at the time of securitization of loans is accounted through profit and\nloss account on completion of transaction. The unrealized gains, associated with expected future margin income is recognized in profit\nand loss account only when redeemed in cash, after absorbing losses, if any. The Bank also provides credit enhancement to the qualifying\nspecial purpose entities against delinquencies on securitized assets. Under Indian GAAP, the recognition of losses is based on the extent\nof utilization of credit enhancement extended to qualifying special purpose entities.\n\nDue to these differences in\nthe Bank’s accounting of securitization transactions, the timing of recognition of income and provision for loan losses differ under\nU.S. GAAP and Indian GAAP.\n\n**d)****Valuation of debt and equity securities**\n\nUnder Indian GAAP, till March\n31, 2024, the unrealized losses at category level under held for trading and available for sale securities were taken to profit and loss\naccount, and unrealized gains were ignored. From April 1, 2024, the Bank implemented the Master Direction on Classification, Valuation\nand Operations of Investment portfolio of Commercial Banks (Directions), 2023. On implementation of this master direction, the unrealized\ngains or losses on the investments (including equity investments) classified as fair value through profit and loss account are recognized\nin the profit and loss account. With respect to investments (including equity investments) classified as available for sale, the unrealized\ngains or losses on these investments under Indian GAAP are recognized in the available for sale reserve and for debt investments these\ngains or losses are subsequently reclassified to profit and loss account in the event of sale. With respect to investments classified\nas held to maturity and investments in subsidiaries, joint ventures and associates the unrealized gains and losses are not recognized,\nand investments are recognized at the carrying cost. Under U.S. GAAP, unrealized gains or losses on trading debt securities are recognized\nin the profit and loss account and unrealized gains or losses on debt securities classified as ‘available for sale’, which\ninclude all securities classified as ‘held to maturity’ and debt investments classified as fair value through profit and loss\naccount under Indian GAAP, are recognized in Other Comprehensive Income under stockholders’ equity except for the unrealized losses\non securities identified as impaired which are recognized in profit and loss account. Under U.S. GAAP, unrealized gains or losses on equity\nsecurities were recognized in profit and loss account. Under Indian GAAP, till March 31, 2024, the investments are initially measured\nat transaction cost, while from April 1, 2024, on implementation of above mentioned master directions investments are initially measured\nat fair value which is in line with the accounting treatment provided under U.S. GAAP.\n\nUnder Indian GAAP, the impact\nof currency revaluation on debt securities denominated in foreign currency is taken to profit and loss account. Under U.S. GAAP, the impact\nof currency revaluation on non-hedged ‘available for sale’ debt securities denominated in foreign currency is taken to Other\nComprehensive Income.\n\nUnder Indian GAAP, till March\n31, 2024, premium over the face value of fixed rate and floating rate debt securities under held to maturity and government securities\nheld under available for sale category was amortized over the remaining period to maturity on an constant yield basis and straight line\nbasis respectively, and the discount on the face value of fixed rate and floating rate debt securities was considered as part of the cost\nof investments and was recognized in the profit and loss account in the event of maturity or sale. From April 1, 2024, under Indian GAAP,\npremium/discount on the face value of fixed rate and floating rate debt securities is amortized/accrued over the remaining period to maturity\non an effective interest rate basis which is in line with the accounting provided under U.S. GAAP.\n\nF-144\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nUnder Indian GAAP, gain or\nloss on sale of equity stake in a subsidiary company is recognized in the income statement. Under U.S. GAAP, change in the parent’s\nownership in the subsidiary company is accounted as an equity transaction, if the parent retains controlling financial interest in the\nsubsidiary and accordingly gain or loss is not recognized in the income statement.\n\nIn fiscal 2016, the Reserve\nBank of India issued guidelines on strategic debt restructuring under which conversion of debt into equity and acquisition of ownership\ninterests in the borrower by banks is allowed. The Reserve Bank of India has exempted banks from consolidation of these entities. Under\nU.S. GAAP, these entities were considered as equity affiliates. The Bank opted for fair value option of these equity affiliates under\nASC Topic 825 “Financial Instruments”. Accordingly, fair value changes in the loans, guarantees and equity shares were accounted\nthrough income statement. While fair value impact on loans was recorded in the line item “Valuation of debt and equity securities”,\nthe provisions made on these loans under Indian GAAP were reversed in the line item “Allowance for loan losses”. *See also–\n22. Notes under U.S. GAAP – Fair value accounting of financial interests.*\n\nThe following table sets forth,\nfor the periods indicated, the differences in net income arising from accounting for valuation of debt and equity securities under Indian\nGAAP and U.S. GAAP.\n\n**Rupees in million**\n\n**Reconciling items**\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nImpact of differences in mark-to-market accounting for investment securities gain/(loss)\n(9,658.3)\n(21,453.9)\n24,088.3\n\nImpairment allowance on AFS securities under U.S. GAAP\n(1,798.8)\n(159.2)\n(5,053.0)\n\nImpact of currency revaluation gain on non-hedged AFS debt securities denominated in foreign currency accounted for in profit and loss under Indian GAAP, which is accounted for in Other Comprehensive Income under U.S. GAAP\n412.5\n(247.3)\n(436.6)\n\nImpact of gain/(loss) on fair value accounting for financial interest in certain equity affiliates\n2,094.5\n596.2\n12,105.3\n\nOther gain/(loss)\n4,173.1\n157.4\n2,566.6\n\n**Total gain/(loss) **\n\n**(4,777.0)**\n\n**(21,106.8)**\n\n**33,270.6**\n\nSee note on \"Consolidated\nFinancial Statements - Schedules to the consolidated financial statements - Schedule 8 - Investments\" for Indian GAAP balance sheet\npresentation.\n\n**e)****Amortization of fees and costs**\n\n**Loan origination fees and\ncosts**\n\nUnder U.S. GAAP, loan origination\nfees (net of certain costs) are amortized over the period of the loans as an adjustment to the yield on the loan. However, under Indian\nGAAP, loan origination fees are accounted for upfront. Also under Indian GAAP, loan origination costs, including commissions paid to direct\nmarketing agents, are expensed in the year in which they are incurred.\n\n**Retirement benefit cost**\n\nUnder Indian GAAP, all actuarial\ngains/losses are recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the\nprofit and loss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income.\nSubsequently cumulative actuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is\namortized through profit and loss account. Further, discount rate for computing benefit obligation is linked to yield on high quality\nfixed income securities in U.S. GAAP as compared to yield on government securities under Indian GAAP.\n\nF-145\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Reinsurance commission and deferred acquisition\ncosts**\n\nUnder Indian GAAP, reinsurance\ncommission on business ceded by general insurance subsidiary is recognized as income in the year of the ceding of the risk. Under U.S.\nGAAP, proceeds from reinsurance transactions that represent recovery of acquisition costs are reduced from acquisition costs in such a\nmanner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized over the related policy\nperiod.\n\nUnder Indian GAAP, acquisition\ncosts for new and renewal of insurance contracts in general insurance subsidiary are charged as expense to the revenue account in the\nyear in which these are incurred, whereas under U.S. GAAP, the same are capitalized and are amortized over the related policy period.\n\nThe following table sets forth,\nfor the periods indicated, the differences in net income arising from accounting for amortization of fees and costs under Indian GAAP\nand U.S. GAAP.\n\n**Rupees in million**\n\n**Reconciling items**\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nLoan origination (fees) and costs\n3,630.7\n(1,297.8)\n5,803.9\n\nRetirement benefit costs\n2,383.8\n1,885.5\n(1,097.3)\n\nReinsurance commission and deferred acquisition costs\n3,014.8\n7,946.4\n654.72\n\nAmortization of other costs\n(19.1)\n(42.4)\n(55.3)\n\n**Total differences in amortization of fees and costs1 **\n\n**9,010.2**\n\n**8,491.7**\n\n**5,306.0**\n\n1.Does not include any amount that is attributable to non-controlling interest holders.\n\n2.Represents difference in net income of General insurance subsidiary from the date of acquisition of control.\n\nDuring fiscal 2026, the amortization\nof loan origination fees and costs resulted in higher income under U.S. GAAP as compared to Indian GAAP, primarily due to higher direct\nloan origination costs on consumer loans incurred during this year offset by, amortization of loan origination costs deferred in previous\nyears. During fiscal 2025, the amortization of loan origination fees and costs resulted in lower income under U.S. GAAP as compared to\nIndian GAAP, primarily due to lower direct loan origination costs on consumer loans incurred during this year which were deferred for\namortization in subsequent years and during fiscal, 2024, the amortization of loan origination fees and costs resulted in higher income\nunder U.S. GAAP as compared to Indian GAAP, primarily due to higher direct loan origination costs on consumer loans incurred during this\nyear.\n\nWhile under Indian GAAP, actuarial\ngain or loss are recognized in profit and loss account, under U.S. GAAP, the actuarial gain/loss are recognized through other comprehensive\nincome and thereafter amortized through profit and loss account. The actuarial loss for fiscal 2026 and 2025 recognized through other\ncomprehensive income were higher as compared to amortization of actuarial losses for previous years from other comprehensive income under\nU.S. GAAP, resulting in retirement benefit costs being lower under U.S. GAAP in fiscal 2026 and fiscal 2025 as\n\nF-146\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\ncompared to Indian GAAP.\nThe actuarial gain for fiscal 2024 recognized through other comprehensive income were higher as compared to amortization of actuarial\ngains and losses for previous years from other comprehensive income under U.S. GAAP, resulting in retirement benefit costs being higher\nunder U.S. GAAP in fiscal 2024 as compared to Indian GAAP. Further, during fiscal 2026, the past service cost resulting from labor code\nchange was recognised in profit and loss account under Indian GAAP and was recognized in other comprehensive income under U.S. GAAP. This\nresulted in higher income under U.S. GAAP as compared to Indian GAAP for fiscal 2026. This past service cost would be amortized in profit\nand loss account over the remaining service period in profit and loss account under US GAAP.\n\nSee note on \"Consolidated\nFinancial Statements - Schedules to the consolidated financial statements - Schedule 9 – Advances\" for balance sheet presentation\nof amortization of loan processing fees and cost.\n\n**f)****Accounting for derivatives**\n\nUnder Indian GAAP, the Group\nhedges interest rate and exchange rate risks on some on-balance sheet assets and liabilities through swap contracts. The impact of such\nderivative instruments is correlated with the movement of underlying assets and liabilities and accounted pursuant to the principles of\nthe hedge accounting. Under Indian GAAP, based on the Reserve Bank of India’s guidelines, accounting for hedge relationship established\nafter June 26, 2019 by the Bank, is based on Guidance note on Accounting for Derivative Contracts issued by Institute of Chartered Accountant\nof India. The hedging instruments and the hedged items (for the risks being hedged) are measured at fair value with changes recognized\nin the profit and loss account. For hedge relationship established before June 26, 2019, the accounting is based on accrual basis. To\nthe extent a cash flow hedge is effective, the change in the fair value of the hedging instrument is recognized in cash flow hedge reserve.\nThe ineffective portion of hedge is accounted in profit and loss account. The premium/discount on certain foreign currency swaps, used\nfor asset liability management purposes, is amortized over the life of the swap. All other outstanding forward exchange contracts are\nrevalued and the resultant gains or losses are recognized in the profit and loss account.\n\nUnder U.S. GAAP, the Group\naccounts for its derivative transactions in accordance with the provisions of FASB ASC Topic 815 “Derivatives and Hedging”.\nAccordingly, certain derivative contracts classified as hedges under Indian GAAP may not qualify as hedges under U.S. GAAP and are accounted\nfor as trading derivatives with changes in fair value being recorded in the income statement.\n\nUnder U.S. GAAP, the Group\nhas designated certain derivatives as fair value hedges of certain interest bearing assets and liabilities under ASC Topic 815. At the\ninception of a hedge transaction, the Group formally documents the hedge relationship and the risk management objective and strategy for\nundertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged and the methodology\nfor assessing effectiveness and measuring ineffectiveness of hedge. In addition, the Group assesses both at the inception of the hedge\nand on an ongoing basis, whether the hedge instrument used in the hedging transaction is effective in offsetting changes in fair value\nof the hedged item, and whether the hedge is expected to continue to be highly effective. Changes in the fair value of a derivative that\nis designated and qualifies as a fair value hedge, along with the gain or loss on the hedged asset or liability are recorded on a net\nbasis in the income statement. The Group has also designated certain forward contracts as hedging instruments for its certain net investments\nin foreign operations which are accounted for in accordance with ASC Topic 815.\n\n**g)****Accounting for compensation cost**\n\nFASB ASC Topic 718, “Compensation\n– stock compensation” requires all share-based payments to employees, including grants of employee stock options to be recognized\nin the income statement based on their fair values. Under Indian GAAP, since fiscal 2022, the Bank has started recognizing the compensation\ncost based on the fair value. The general insurance subsidiary of the Bank continues to recognize the compensation cost on intrinsic value\nbases. Under Intrinsic value method, compensation cost is measured by the excess, if any, of the fair market price of the underlying stock\nover the exercise price on the grant date. The Group did not recognize an income tax benefit related to compensation costs for employee\nstock options or units.\n\nF-147\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**h)****Accounting for securitization**\n\nUnder U.S. GAAP, the Group\naccounts for gain on sale of loans securitized at the time of sale in accordance with FASB ASC Topic 860, “Transfers and Servicing”.\nAs per ASC Topic 860, any gain or loss on the sale of the financial asset is accounted for in the income statement at the time of the\nsale. As per the Reserve Bank of India guidelines issued on September 24, 2021, gain realized at the time of securitization of loans is\naccounted through profit and loss account on completion of transaction. The unrealized gains, associated with expected future margin income\nis recognized in profit and loss account only when redeemed in cash, after absorbing losses, if any. Net loss arising on account of the\nsell-down securitization of loan assets is recognized at the time of sale.\n\nFurther, the securitization\ntransactions of mortgage loans by the Bank’s Canadian subsidiary do not qualify as sale transactions as they do not meet the de-recognition\ncriteria under Indian GAAP. Under U.S. GAAP, these securitization transactions have been accounted for as sale as these satisfy the derecognition\ncriteria under ASC Topic 860 “Transfers and Servicing”.\n\nUnder ASC Topic 860 “Transfers\nand Servicing”, certain securitization transactions, which qualify as sale under Indian GAAP, do not qualify as sale under U.S.\nGAAP. See note 22 (a) on “Securitizations and variable interest entities”.\n\n**i)****Income taxes**\n\nDeferred taxes are recognized\non temporary differences related to investments in subsidiaries, branches and affiliates, subject to limited exceptions under U.S. GAAP\nwhile under Indian GAAP, no deferred taxes are recognized on temporary differences related to investments in subsidiaries, branches and\naffiliates.\n\nThe Bank has recognized current\ntax expense or benefit and recognized deferred tax assets or liabilities on the foreign currency translation reserves pertaining to its\noverseas branches under Indian GAAP with these offsetting amounts allocated to net income. Under U.S. GAAP, no deferred tax assets or\nliabilities are recognized on undistributed earnings of overseas branches where current taxes have been incurred and that current tax\nexpense or benefit incurred has been allocated to Other Comprehensive Income.\n\nUnder Indian GAAP, deferred\ntax assets on unabsorbed depreciation or carried forward losses of domestic companies are recognized only if there is virtual certainty\nof realization of such assets, whereas under U.S. GAAP they are recognized based on a more-likely-than-not criteria.\n\nThe Bank and its housing finance\nsubsidiary create a Special Reserve through appropriation of profits from time to time and receive the current tax benefit as per the\nIncome Tax Act, 1961 for the appropriation. If the funds are withdrawn from the Special Reserve in future periods, the amount withdrawn\nis taxable. Under Indian GAAP, a deferred tax liability has been recognized on such Special Reserve in accordance with the guidelines\nissued by Reserve Bank of India/National Housing Bank. Under U.S. GAAP, deferred taxes are recognized and measured based on the expected\nmanner of recovery and deferred taxes are not recognized if the expected manner of recovery does not give rise to income tax consequences. Accordingly,\na deferred tax liability was not recognized under U.S. GAAP on the Special Reserve based on the Group’s continuing intention to\nnot withdraw or utilize such Special Reserve until a liquidation of the entity and on an opinion from the legal counsel about the non–taxability\nof such Special Reserve in the scenario of a liquidation.\n\nF-148\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nUnder Indian GAAP, no deferred\ntax asset is recognized on land, which is not depreciable for income tax purposes. Under U.S. GAAP, a deferred tax asset is recognized\nfor any temporary difference related to such assets including consideration of any indexation benefit available under tax laws. During\nfiscal 2025 indexation benefit was withdrawn based on Finance Act, 2024 and accordingly the deferred tax asset that existed under U.S.\nGAAP until March 31, 2024, was reversed in fiscal 2025.\n\nDeferred tax assets and liabilities\nare recognized for the income tax impact of the non-tax adjustments that result from the application of U.S. GAAP.\n\nThe following table sets forth,\nfor the periods indicated, the components of the adjustments to income tax (expense)/benefit in the net income reconciliation.\n\n**Rupees in million**\n\n**Reconciling items**\n\n**Year\nended March 31,**\n\n**2026**\n\n**2025**\n\n**2024**\n\nDeferred tax on temporary differences related to subsidiaries, branches and affiliates1\n(2,293.1)\n3,657.6\n(10,739.1)\n\nDeferred tax on unabsorbed depreciation or carried forward losses\n(1,661.5)\n1,286.7\n1,237.8\n\nDeferred tax on Special Reserve\n8,474.4\n7,968.2\n7,793.9\n\nDeferred tax on temporary difference on property and equipment\n..\n(513.5)\n13.3\n\nIncome tax impact of non-tax U.S. GAAP adjustments\n(586.3)\n7,344.9\n19,972.5\n\n**Total differences in income taxes benefit/(expense) **\n\n**3,933.5**\n\n**19,743.9**\n\n**18,278.4**\n\n1.During fiscal 2024, the tax effects of temporary differences related to investments in ICICI General were reversed, as ICICI General\nceased to be an associate and became a subsidiary and U.S GAAP prohibits the recognition of a deferred tax asset for investments in subsidiaries\nfor which the temporary difference isn’t apparent to reverse in the foreseeable future.\n\nAt March 31, 2026, ICICI Bank\nstockholders’ equity was higher by Rs. 45,902.5 million (March 31, 2025: higher by Rs. 24,947.5 million), under U.S. GAAP as compared\nto Indian GAAP on account of income tax adjustments, of which deferred tax on temporary differences related to subsidiaries, branches\nand affiliates amounted to Rs. 17,156.5 million (March 31, 2025: Rs. 20,641.1 million), deferred taxes not being recognized under U.S.\nGAAP related to foreign currency translation reserves pertaining to overseas branches amounted to Rs. (2,928.9) million (March 31, 2025:\nRs. (542.8) million), deferred tax on unabsorbed depreciation or carried forward losses amounted to Rs. 2,276.8 million (March 31, 2025:\nRs. 3,938.3 million), deferred tax on Special Reserve amounted to Rs. 61,101.5 million (March 31, 2025: Rs. 52,627.1 million) and income\ntax impact of non-tax U.S. GAAP adjustments amounted to Rs. (31,703.4) million (March 31, 2025: Rs. (51,716.2) million). Further, total\nequity as per U.S. GAAP was higher by Rs. 32,210.5 million (March 31, 2025: Rs. 7,619.5 million) as compared to Indian GAAP on a gross\nbasis including the share of non-controlling interests as a result of all adjustments to deferred taxes. Within this amount, the income\ntax impact of non-tax U.S. GAAP adjustments was Rs. (45,395.4) million at March 31, 2026 on a gross basis including the share of non-controlling\ninterests (March 31, 2025: Rs. (69,044.2) million), while all other income tax adjustments on a gross basis were the same as the amount\nnet of non-controlling interests.\n\nSee note on \"Consolidated\nFinancial Statements - Schedules to the consolidated financial statements - Schedule 18A - Notes forming part of the accounts - 9. Deferred\ntax\" for Indian GAAP presentation.\n\nF-149\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**j)****Others**\n\nUnder Indian GAAP, the Bank\nand its housing finance subsidiary have revalued fixed assets and created a revaluation reserve amounting to Rs. 39,450.4 million at March\n31, 2026 (March 31, 2025: Rs. 37,795.2 million). Under U.S. GAAP, fixed assets (net of accumulated depreciation) are recognized on cost\nbasis, as per ASC Topic 360 – Property, Plant and Equipment. Further, additional depreciation has been charged to income statement\non revalued amount under Indian GAAP, but not under U.S. GAAP, resulting in lower depreciation charge by Rs. 1,143.2 million under U.S.\nGAAP as compared to Indian GAAP for the year ended March 31, 2026 (Rs. 848.0 million for the year ended March 31, 2025, and Rs. 812.5\nmillion for the year ended March 31, 2024).\n\nUnder Indian GAAP, the Bank\nhas made provisions on certain fixed assets acquired in debt asset swap arrangements as per the direction of Reserve Bank of India. Under\nU.S. GAAP, these fixed assets were carried at book value or fair value, whichever is lower. There was a lower profit of Rs. 2,987.6 million\nunder U.S. GAAP as compared to Indian GAAP for the year ended March 31, 2026 (higher profit of Rs. 140.8 million for the year ended March\n31, 2025, and higher profit of Rs. 7,095.1 million for the year ended March 31, 2024).\n\nUnder Indian GAAP, the\nBank recognizes the lease cost on a straight-line basis over the period of lease. Under U.S. GAAP, the Bank recognizes the right to\nuse assets and lease liabilities in case of leases and recognizes the lease cost on a straight-line basis over the period of lease\nwhich includes interest expense on lease liabilities and depreciation on right to use assets. There was a lower profit of Rs. 49.7\nmillion under U.S. GAAP as compared to Indian GAAP for the year ended March 31, 2026 (higher profit of Rs. 265.5 million for the\nyear ended March 31, 2025, and lower profit of Rs. 217.2 million for the year ended March 31, 2024).\n\n**22.****Notes under U.S. GAAP**\n\n**Additional information required\nunder U.S. GAAP**\n\n**a)****Securitizations and variable interest entities**\n\n**Overview**\n\nThe Bank and its subsidiaries\nare involved with several types of off-balance-sheet arrangements, including special purpose entities.\n\n**Uses of Special Purpose Entities**\n\nThe Group deals with some special\npurpose entities which were created to fulfill limited purposes as specified in their governing documents. The primary purpose of these\nspecial purpose entities is to receive contributions from investors for buying assets from the transferor, hold such purchased assets\non behalf of the contributors to the trust and making regular payments to the investors from the proceeds of purchased assets. These special\npurpose entities have been organized mainly in the legal forms of trusts. In a securitization, the company transferring assets to a special\npurpose entity converts all (or a portion) of those assets into cash before they would have been realized in the normal course of business,\nthrough the special purpose entities issuance of debt and equity instruments, certificates, commercial paper and other notes of indebtedness,\nwhich are recorded on the balance sheet of the special purpose entity and not reflected in the transferring company’s balance sheet,\nassuming applicable accounting requirements are satisfied. Investors usually have recourse to the assets in the special purpose entity\nand often benefit from other credit enhancements, such as a collateral account or over-collateralization in the form of excess assets\nin the special purpose entity, a line of credit, or from a liquidity facility, such as liquidity put option or asset purchase agreement.\nIn accordance with ASC 810-10, the Group consolidates these entities as variable interest entities as explained below.\n\n** **\n\nF-150\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n****\n\n**Variable Interest Entities**\n\nVariable interest entities\nare entities that have either a total equity investment that is not sufficient to finance its activities without additional subordinated\nfinancial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e. power through voting rights\nor similar rights to direct the activities of a legal entity that most significantly impact the entity’s economic performance and\nright to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity). Investors that\nfinance the variable interest entity through debt or equity interests or other counterparties that provide other forms of support, such\nas guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The\nvariable interest holder, if any, that has a controlling financial interest in a variable interest entity is deemed to be the primary\nbeneficiary and must consolidate the variable interest entity. Accordingly, the Group has determined that it has a controlling financial\ninterest because it is the primary beneficiary of certain trusts and entities, based on its determination that it has both, the power\nto direct activities of a variable interest entity that most significantly impact the entity’s economic performance, and obligation\nto absorb losses of the variable interest entity that could potentially be significant to the variable interest entity or the right to\nreceive benefits from the variable interest entity that could potentially be significant to the variable interest entity.\n\nThe following table sets forth\nthe Group’s involvement with consolidated and unconsolidated variable interest entities in which the Group holds significant variable\ninterests.\n\nRupees in million\n\nParticulars\n\n**Year\nended March 31, 2026**\n\n**Year\nended March 31, 2025**\n\nMortgage backed securitizations (funded)\n\nSignificant investment in unconsolidated variable interest entities\n..\n..\n\nInvestment in consolidated variable interest entities\n1,426.5\n1,425.8\n\n**Total investment in variable interest entity assets (gross\nassets) **** **\n** ****1,426.5**** **** **\n** ****1,425.8**** **\n\nThe asset balances for consolidated\nvariable interest entities represent the carrying amounts of the assets consolidated by the Group. The carrying amount may represent the\namortized cost or the current fair value of the assets depending on the legal form of the asset (e.g., loan or security) and the Group’s\nstandard accounting policies for the asset type and line of business. The assets of variable interest entities can be utilized only for\nthe settlement of the obligations of respective variable interest entities.\n\nThe following table sets forth,\nfor the periods indicated, the carrying amounts and classification of the consolidated assets and liabilities, in respect of variable\ninterest entities and special purpose entities where the Group is primary beneficiary. The liabilities of the consolidated variable interest\nentities are to be met from the proceeds of the consolidated assets and other support provided by the Bank in the form of credit enhancements\nand liquidity facilities. The creditors of the consolidated variable interest entities do not have recourse to the general credit of the\nGroup**.**\n\nRupees in million\n\nParticulars\nAt March 31, 2026\nAt March 31, 2025\n\nInvestments\n365.2\n442.0\n\nLoans\n827.8\n804.8\n\n**Total assets **** **\n** ****1,193.0**** **** **\n** ****1,247.1**** **\n\nBorrowings\n187.0\n221.7\n\n**Total liabilities **** **\n** ****187.0**** **** **\n** ****221.7**** **\n\nF-151\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe Bank invests in pass through\ncertificates of securitization trusts with underlying retail loans originated by other entities. The carrying value of such investments\nwas Rs. 146,873.1 million at March 31, 2026 (March 31, 2025: Rs. 160,214.5 million). The Bank is not the primary beneficiary of these\ntrusts based on its assessment under ASC Subtopic 810-10 - Consolidation – overall. Further, neither was the Bank the transferor\nof assets to these variable interest entities, nor was the Bank involved in the design of these variable interest entities. The maximum\nexposure to loss from the Bank’s involvement in these trusts is the carrying value of the investments.\n\n**b)****Fair value accounting of financial interests**\n\nIn fiscal 2016, the Reserve\nBank of India issued guidelines on strategic debt restructuring under which conversion of debt into equity and acquisition of ownership\ninterests in the borrower entity by banks was allowed. The Bank, along with other lenders, converted a portion of its loans to certain\nentities into equity as per this guideline. Such conversion also allowed each lender, the right to nominate directors on the Board of\nthe borrower entity. Although these entities were considered as equity affiliates under ASC Subtopic 323-10 because of deemed significant\ninfluence due to ownership interests and management rights, the intention of the Bank was to safeguard the debt recovery and not to get\nan economic benefit from the operations of these entities. Accordingly, the Bank opted for fair value option for accounting these affiliates\nand the loans, guarantees and equity share investments in these entities were fair valued through income statement under ASC Subtopic\n825-10 “Financial Instruments”.\n\nThe following table, for the\nperiods indicated, provides details of fair value accounting of financial interests\n\nRupees in million\n\nParticulars\n\n**At\nMarch 31, 2026**\n\n**At\nMarch 31, 2025**\n\nCarrying value of loans and guarantees1\n12,724.5\n15,847.6\n\nFair value of loans and guarantees\n8,712.9\n10,284.0\n\nOf which, fair value of loans outstanding for more than 90-days past due\n374.4\n845.0\n\nFair value loss on loans and guarantees\n4,011.6\n5,563.6\n\nOf which, fair value loss on loans outstanding for more than 90-days due\n2,683.8\n3,767.9\n\nFair value on investment in these financial interests\n10,167.7\n11,383.3\n\n1.The Bank has not recognized interest separately on these loans.\n\nThe Group’s shareholding\nin these entities at March 31, 2026 is as below:\n\n**Sr. No.**\n**Name of the entity**\n**Ownership interest**\n\n1.\nUsher Agro limited\n10.88%\n\n2.\nGammon India Limited\n10.65%\n\n3.\nJaiprakash Power Ventures Limited\n10.13%\n\n4.\nGOL Offshore Limited\n9.11%\n\n5.\nIVRCL Limited\n7.98%\n\n6.\nPratibha Industries Limited\n3.01%\n\n7.\nAdhunik Power and Natural Resources Limited\n1.77%\n\n8.\nAster Private Limited\n1.77%\n\n9.\nPatel Engineering Limited\n0.77%\n\n10.\nBallarpur Industries Limited\n0.68%\n\n11.\nDiamond Power Infrastructure Limited\n..1\n\n12.\nVishwa Infrastructure and Services Private Limited\n..1\n\n13.\nCoastal Projects Limited\n..1\n\n1.The Bank does not hold any equity investments in these entities but have loans and guarantees outstanding\nwhich are fair valued.\n\nF-152\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**c)****Investments**\n\nThe following table sets forth,\nfor the periods indicated, the portfolio of investments classified as held for trading.\n\nRupees in million\n\nDebt securities\nAt March 31, 2026\nAt March 31, 2025\n\nGovernment securities\n429,765.1\n585,914.9\n\nCorporate debt securities\n263,127.7\n271,868.2\n\nOther debt securities\n84,829.8\n132,844.8\n\nTotal\n777,722.6\n990,627.9\n\nThe following table sets forth,\nfor the periods indicated, the portfolio of investments classified as available for sale.\n\nRupees in million\n\nAt March 31, 2026\n\nAmortized cost/cost\nGross Unrealized gain\nGross Unrealized loss\n\n**Fair\nvalue**\n\nAvailable for sale\n\nGovernment securities\n3,974,475.1\n36,951.7\n(18,421.6)\n3,993,005.3\n\nCorporate debt securities\n465,604.0\n5,053.6\n(1,226.0)\n469,431.5\n\nOther debt securities\n246,834.1\n1,795.3\n(175.5)\n248,453.9\n\nTotal debt securities\n4,686,913.2\n43,800.6\n(19,823.1)\n4,710,890.7\n\nOther securities\n**..**\n**..**\n**..**\n**..**\n\n**Total **** **\n** ****4,686,913.2**** **** **\n** ****43,800.6**** **** **\n** ****(19,823.1****)**** **\n** ****4,710,890.7**** **\n\nThe following table sets forth,\nfor the periods indicated, the portfolio of investments classified as available for sale.\n\nRupees in million\n\nAt March 31, 2025\n\nAmortized cost/cost\nGross Unrealized gain\nGross Unrealized loss\n\n**Fair\nvalue**\n\nAvailable for sale\n\nGovernment securities\n3,971,020.5\n95,206.6\n(1,178.3)\n4,065,048.8\n\nCorporate debt securities\n413,174.3\n10,399.8\n(530.8)\n423,043.3\n\nOther debt securities\n268,251.4\n7,470.7\n(131.7)\n275,590.5\n\nTotal debt securities\n4,652,446.2\n113,077.1\n(1,840.8)\n4,763,682.5\n\nOther securities\n**..**\n**..**\n**..**\n**..**\n\nTotal\n4,652,446.2\n113,077.1\n(1,840.8)\n4,763,682.5\n\nThe fair value of the Group’s\ninvestment in equity securities based on readily determinable fair value at March 31, 2026, was Rs. 172,145.9 million (at March 31, 2025:\nRs. 165,195.1 million) and fair value of observable orderly transactions at March 31, 2026, was Rs. 4,592.8 million (at March 31, 2025:\nRs. 11,025.2 million). The Group recorded a gain of Rs. 2,324.4 million on securities fair valued based on observable price in orderly\ntransactions during fiscal 2026 (fiscal 2025: gain of Rs. 1,473.5 million).\n\nF-153\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nFurther, the Group’s\ninvestments portfolio also contains investments held by its venture capital subsidiary, investments in non-readily marketable securities\nand investments in affiliates. The fair value of investments held by the venture capital subsidiary was Nil at March 31, 2026 and Rs.\n56.6 million at March 31, 2025. Non-readily marketable securities primarily represent investments in affiliates and investment in start-up\nentities or investments acquired on conversion of loans in debt restructurings. The investments in non-readily marketable securities and\ninvestment in affiliates was Rs. 173,868.5 million at March 31, 2026, and Rs. 145,923.5 million at March 31, 2025. Further, the fair value\nof certain investments, where Bank has opted for fair value accounting was Rs. 10,167.7 million at March 31, 2026, and Rs. 11,383.3 million\nat March 31, 2025, under ASC Subtopic 825-10 “Financial Instruments”.\n\n**d)****Fair value measurements**\n\nThe Group determines the fair\nvalues of its financial instruments based on the fair value hierarchy established in ASC Topic 820. The standard describes three levels\nof inputs that may be used to measure fair value.\n\n**Level 1**\n\nValuation is based upon unadjusted\nquoted prices of identical instruments traded in active markets on reporting date. The instruments that have been valued based upon such\nquoted prices include traded equity shares, mutual funds, government securities, corporate bonds, certificate of deposits, commercial\npapers, futures and forex spots and forwards.\n\n**Level 2**\n\nValuation is based upon quoted\nprices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, prices\nquoted by market participants and prices derived from valuation models which use significant inputs that are observable in active markets.\nInputs used include interest rates, yield curves, volatilities, credit spreads, which are available from public sources like Reuters,\nBloomberg, Foreign Exchange Dealers Association of India, Financial Benchmark India Private Limited and Fixed Income Money Markets &\nDerivatives Association of India.\n\nThe products include government\nsecurities, debentures and bonds, certificate of deposits, commercial papers, forex options, single currency interest rate derivatives,\nforwards, cross currency interest rate swaps, Bond forward rate agreements and borrowings and deposits against which the Group has entered\ninto a fair value hedge.\n\n**Level 3**\n\nValuation is based on valuation\ntechniques or models which use significant market unobservable inputs or assumptions. Financial instruments are considered Level 3 when\ntheir values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant\nmodel assumption or input is unobservable or when determination of the fair value requires significant management judgment or estimation.\n\nIndia-linked non-Rupee denominated\nbonds, which are not quoted are valued by discounting cash flows using rates incorporating fair market spreads published by Bloomberg/Reuters\ncorresponding to the international foreign currency ratings of the issuer (capped at international sovereign rating) along with mark-up.\nThe value of retained interest in securitizations in Bank’s Canadian subsidiary, largely representing the excess spread of mortgage\ninterest over the rate of return on the mortgage backed securities, is similarly impacted by the amount and timing of cash flows from\nthe underlying mortgage assets.\n\nF-154\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nIn case of private equity investments,\nthe inputs used include the valuation multiples for comparable listed companies and adjustments for illiquidity and other factors.\n\nIn case of listed equity shares\nnot quoted on an exchange for past 15 days or unlisted equity shares, break-up value (computed as ratio of value of company to number\nof equity shares outstanding) is used for valuation.\n\nThe valuation of Indian pass\nthrough certificates is dependent on the estimated cash flows that the underlying trust would pay out. The underlying trust/originator\nmakes a number of assumptions with regard to various variables to arrive at the estimated cashflows. The cash flow schedule received from\nthe trust is discounted at the base yield curve rates and credit spreads published by Financial Benchmark India Private Limited and Fixed\nIncome Money Markets & Derivatives Association of India at month ends. Accordingly, these instruments are classified as Level 3 instruments.\nA reduction in the estimated cash flows of these instruments will adversely impact the value of these certificates. A change in the timing\nof these estimated cash flows will also impact the value of these certificates.\n\nRupee swaptions and Rupee treasury\nbill interest rate swaps were valued using valuation model and discounted cash flow methodology respectively based on adjustments carried\nout on market observable proxy as one of the inputs is unobservable.\n\nThe valuation of certain loans,\nwhich have been fair valued as per ASC Subtopic 825-10, is dependent on the estimated cash flows that the underlying borrowers would pay\nout. The Bank makes a number of assumptions with regard to various variables to arrive at the estimated cash flows. The cash flow schedule\nis discounted at the current interest rate, which the Bank is likely to offer for loan facilities to borrowers in the similar rating grades,\nwhich are not market observable. Accordingly, these loans are classified as Level 3 assets. The value of such loans will be impacted by\nchanges in amount and timing of the estimated cash flows from the borrowers.\n\n**Investments in venture funds and security receipts**\n\nInvestments in venture fund\nunits and security receipts for which fair value is measured using net asset value, as a practical expedient, are not included in fair\nvalue hierarchy.\n\nThe Group holds investments\nin certain venture capital funds and security receipts. The fair value of these investments has been estimated using the net asset value\nper unit as declared by such investee entities. The security receipts are issued by asset reconstruction companies with underlying mainly\nas non-performing loans with objectives of gains through improvement in recoveries on these assets. The venture capital fund units are\nissued by venture capital funds with underlying investment in equity shares and other instruments with the objective of generating long\nterm returns. Some of the venture capital funds have focused investments in real estate and infrastructure sectors. The cash flow from\nthese investments is expected to happen through distribution upon liquidation of the underlying assets by the asset reconstruction companies’/venture\ncapital funds. A reduction in the estimated cash flows from the underlying assets or delays in collection of estimated cash flows will\nadversely impact the net asset values and therefore the fair value of these investments.\n\nThe following table sets forth,\nthe information about the Group’s assets and liabilities measured at fair value on a recurring/non-recurring basis at March 31,\n2026 and the level of inputs used to measure those products.\n\nRupees in million\n\n**Description**** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **\n\n** **** **\n** ****Level 1**** **** **\n** ****Level 2**** **** **\n** ****Level 3**** **** **\n** ****Total**** **\n\n**Investments**\n\nEquity shares\n121,757.3\n..\n4,476.16\n126,233.4\n\nGovernment debt securities\n2,268,233.8\n2,154,536.5\n..\n4,422,770.3\n\nCorporate debt securities\n351,080.8\n379,747.6\n1,991.2\n732,819.6\n\nMortgage and other asset backed securities\n..\n..\n146,508.3\n146,508.3\n\nOthers1\n200,046.7\n35,473.5\n135.16\n235,655.3\n\nF-155\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nRupees in million\n\n**Description**** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **\n\n** **** **\n** ****Level 1**** **** **\n** ****Level 2**** **** **\n** ****Level 3**** **** **\n** ****Total**** **\n\nSub-total\n2,941,118.6\n2,569,757.6\n153,110.7\n5,663,986.9\n\nSecurity receipts2\n\n..\n\nVenture fund units2\n\n17,005.3\n\nTotal investments\n\n5,680,992.2\n\nDerivatives (positive mark-to-market)\n\nInterest rate derivatives3\n..\n62,912.9\n1,790.6\n64,703.5\n\nCurrency derivatives (including foreign exchange derivatives)4\n1,471.0\n136,597.7\n..\n138,068.7\n\nEquity derivatives\n2.7\n..\n..\n2.7\n\nTotal positive mark-to-market\n1,473.7\n199,510.6\n1,790.6\n202,774.9\n\nDerivatives (negative mark-to-market)\n\nInterest rate derivatives3\n..\n(52,975.4)\n(910.7)\n(53,886.1)\n\nCurrency derivatives (including foreign exchange derivatives)4\n(5,205.9)\n(170,290.2)\n..\n(175,496.1)\n\nEquity derivatives\n..\n..\n..\n..\n\nTotal negative mark-to-market\n(5,205.9)\n(223,265.6)\n(910.7)\n(229,382.2)\n\nBorrowings/deposits\n\nDeposits\n..\n(10,026.5)\n..\n(10,026.5)\n\nBonds/deposits\n..\n(378,444.9)\n..\n(378,444.9)\n\n**Total borrowings/deposits**\n..\n**(388,471.4****)**\n..\n**(388,471.4****)**\n\n**Loans\n\nLoans5\n..\n..\n8,712.9\n8,712.9\n\nTotal loans**\n..\n..\n8,712.9\n8,712.9\n\n1.Includes primarily certificate of deposits, commercial paper and mutual funds.\n\n2.Fair value for these investments has been estimated using net asset value per unit\nas declared by investee entities as per ASC Subtopic 820-10-35 – “Fair Value Measurements and Disclosures”. The fair\nvalue for these investments has not been categorized in the fair value hierarchy as per ASC Subtopic 820-10-35-54B.\n\n3.Foreign currency interest rate swaps, forward rate agreements and swap options and\nare also included in interest rate derivatives.\n\n4.Foreign currency options, cross currency interest rate swaps and foreign currency\nfutures are included in currency derivatives.\n\n5.Represents loans given to affiliates where bank has opted for fair valuation option.\n\n6.Represents investments fair valued based on measurement alternative by considering\nobservable price in orderly market transactions occurred during the year on a non-recurring basis.\n\n7.During Fiscal 2026, the Bank has enhanced its policy\non levelling for the purpose of fair value hierarchy which involves refinement of active market assessment based on recency of trades\nas of the measurement date and accordingly the leveling of securities has been updated to that extent.\n\nThe following table sets forth,\nthe information about the Group’s assets and liabilities measured at fair value on a recurring/non-recurring basis at March 31,\n2025 and the level of inputs used to measure those products.\n\nRupees in million\n\n**Description**** **\n** ****Level 1**** **** **\n** ****Level 2**** **** **\n** ****Level 3**** **** **\n** ****Total**** **\n\n**Investments**\n\nEquity shares\n122,140.1\n..\n9,452.66\n131,592.8\n\nGovernment debt securities\n4,001,090.0\n649,873.7\n..\n4,650,963.7\n\nCorporate debt securities\n465,309.8\n225,496.5\n4,965.8\n695,772.1\n\nMortgage and other asset backed securities\n..\n..\n164,559.4\n164,559.4\n\nOthers1\n87,641.6\n194,765.8\n1,022.4\n283,429.8\n\nSub-total\n4,676,181.6\n1,070,136.0\n180,000.2\n5,926,317.8\n\nSecurity receipts2\n\n..\n\nVenture fund units2\n\n15,653.8\n\nTotal investments\n\n5,941,971.6\n\nDerivatives (positive mark-to-market)\n\nF-156\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nRupees in million\n\n**Description**** **\n** ****Level 1**** **** **\n** ****Level 2**** **** **\n** ****Level 3**** **** **\n** ****Total**** **\n\nInterest rate derivatives3\n..\n64,035.7\n1,278.0\n65,313.7\n\nCurrency derivatives (including foreign exchange derivatives)4\n1,100.3\n68,660.8\n..\n69,761.1\n\nEquity derivatives\n..\n..\n..\n..\n\n**Total positive mark-to-market **** **\n** ****1,100.3**** **** **\n** ****132,696.5**** **** **\n** ****1,278.0**** **** **\n** ****135,074.8**** **\n\n**Derivatives (negative mark-to-market)**** **\n** **** **** **** **\n** **** **** **** **\n** **** **** **** **\n** **** **** **\n\nInterest rate derivatives3\n..\n(61,555.6)\n(628.8)\n(62,184.3)\n\nCurrency derivatives (including foreign exchange derivatives)4\n(364.7)\n(107,070.9)\n..\n(107,436.6)\n\nEquity derivatives\n(3.0)\n..\n..\n(3.0)\n\n**Total negative mark-to-market **** **\n** ****(367.7****)**** **\n** ****(168,626.5****)**** **\n** ****(628.8****)**** **\n** ****(169,622.9****)**\n\nBorrowings/deposits\n\nDeposits\n..\n(10,114.9)\n..\n(10,114.9)\n\nBonds/deposits\n..\n(378,673.0)\n..\n(378,673.0)\n\n**Total borrowings/deposits **** **\n** ****..**** **** **\n** ****(388,787.9****)**** **\n** ****..**** **** **\n** ****(388,787.9****)**\n\nLoans\n\nLoans5\n..\n..\n10,284.0\n10,284.0\n\n**Total loans**** **\n** ****..**** **** **\n** ****..**** **** **\n** ****10,284.0**** **** **\n** ****10,284.0**** **\n\n1.Includes primarily certificate of deposits, commercial paper and mutual funds.\n\n2.Fair value for these investments has been estimated using net asset value per unit\nas declared by investee entities as per ASC Subtopic 820-10-35 – “Fair Value Measurements and Disclosures”. The fair\nvalue for these investments has not been categorized in the fair value hierarchy as per ASC Subtopic 820-10-35-54B.\n\n3.Foreign currency interest rate swaps, forward rate agreements and swap options and\nare also included in interest rate derivatives.\n\n4.Foreign currency options, cross currency interest rate swaps and foreign currency\nfutures are included in currency derivatives.\n\n5.Represents loans given to affiliates where bank has opted for fair valuation option.\n\n6.Represents investments fair valued based on measurement alternative by considering\nthe observable price in orderly market transactions occurred during the year on a non-recurring basis.\n\nF-157\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\ncertain additional information about changes in the fair value of Level 3 assets for the year ended March 31, 2026. ** **\n\nRupees in million\n\nDescription\nInvestments\n\nEquity shares\nCorporate debt securities\nMortgage and other asset backed securities\nOthers\nTotal\nLoans\n\nBeginning balance at April 1, 2025\n9,452.6\n4,965.9\n164,559.5\n1,022.4\n180,000.4\n10,284.0\n\nTotal gains or losses (realized/unrealized)\n(56.6)\n..\n..\n..\n(56.6)\n..\n\n-Translation adjustment\n3.9\n..\n164.7\n..\n168.6\n..\n\n-Included in earnings\n1,917.9\n3,932.4\n74.0\n(98.8)\n5,825.5\n1,646.5\n\n-Included in Other Comprehensive Income\n..\n(1,935.4)\n(5,528.9)\n..\n(7,464.3)\n..\n\nPurchases/additions\n260.8\n..\n67,630.9\n..\n67,891.7\n..\n\nSales\n..\n..\n..\n..\n..\n..\n\nIssuances\n..\n..\n1,069.6\n..\n1,069.6\n..\n\nSettlements\n..\n(4,971.7)\n(81,461.4)\n(143.2)\n(86,576.3)\n(3,217.6)\n\nTransfers in Level 3\n1,179.42\n..\n..\n237.32\n1,416.7\n..\n\nTransfers out of Level 3\n(8,281.9)3\n..\n..\n(882.6)3\n(9,164.5)\n..\n\nForeign currency translation adjustment\n..\n..\n..\n..\n..\n..\n\nEnding balance at March 31, 2026\n4,476.1\n1,991.2\n146,508.4\n135.1\n153,110.8\n8,712.9\n\nTotal amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n1,927.8\n925.0\n30.1\n(107.3)\n2,775.5\n1,646.5\n\nTotal amount of gains or (losses) included in other comprehensive income attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n..\n(413.6)\n(5,453.5)\n..\n(5,867.1)\n..\n\n1.Includes India-linked asset backed securities.\n\n2.Represents investments fair valued under measurement alternative where the observable price under the\norderly transactions were available during the year on non-recurring basis.\n\n3.Represents investments fair valued under measurement alternative where the observable price under the\norderly transactions were not available during the year on non-recurring basis.\n\nF-158\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth,\ncertain additional information about changes in the fair value of Level 3 assets for the year ended March 31, 2025.\n\nRupees in million\n\nDescription\nInvestments\n\nEquity shares\nCorporate debt securities\nMortgage and other asset backed securities\nOthers\nTotal\nLoans\n\nBeginning balance at April 1, 2024\n12,001.1\n3,554.3\n192,871.3\n1,757.3\n210,184.0\n11,795.1\n\nTotal gains or losses (realized/unrealized)\n..\n..\n..\n..\n..\n..\n\n-Translation adjustment\n0.7\n17.8\n(54.9)\n(13.5)\n(49.9)\n..\n\n-Included in earnings\n1,086.9\n1,257.8\n78.9\n209.3\n2,632.9\n119.7\n\n-Included in Other Comprehensive Income\n(26.6)\n1,613.7\n2,764.3\n0.1\n4,351.5\n..\n\nPurchases/additions\n80.0\n..\n75,395.6\n..\n75,475.6\n..\n\nSales\n..\n..\n..\n..\n..\n..\n\nIssuances\n..\n..\n197.3\n..\n197.3\n..\n\nSettlements\n(41.4)\n(1,477.7)\n(106,693.0)\n..\n(108,212.1)\n(1,630.8)\n\nTransfers in Level 3\n385.22\n..\n..\n..\n385.2\n..\n\nTransfers out of Level 3\n(4,033.4)3\n..\n..\n(930.8)3\n(4,964.2)\n..\n\nForeign currency translation adjustment\n..\n..\n..\n..\n..\n..\n\nEnding balance at March 31, 2025\n9,452.6\n4,965.9\n164,559.5\n1,022.4\n180,000.4\n10,284.0\n\nTotal amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n1,086.9\n701.0\n35.1\n209.3\n2,032.3\n(271.6)\n\nTotal amount of gains or (losses) included in other comprehensive income attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n4.3\n1,667.0\n2,793.8\n..\n4,465.1\n..\n\n1.Includes India-linked asset backed securities.\n\n2.Represents investments fair valued under measurement alternative where the observable price under the\norderly transactions were available during the year on non-recurring basis.\n\n3.Represents investments fair valued under measurement alternative where the observable price under the\norderly transactions were not available during the year on non-recurring basis.\n\nF-159\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, certain additional\ninformation about changes in the fair value of Level 3 derivatives for the year ended March 31, 2026.\n\nRupees in million\n\nDescription\n\nDerivatives\n\nInterest rate derivatives\nCurrency derivatives (including foreign exchange derivatives)\nEquity derivatives\nTotal\n\nBeginning balance at April 1, 2025\n649.2\n..\n..\n649.2\n\nTotal gains or losses(realized/unrealized)\n..\n\n..\n\n-Translation adjustment\n..\n\n..\n\n-Included in earnings\n238.4\n..\n..\n238.4\n\n-Included in Other Comprehensive Income\n..\n..\n..\n..\n\nPurchases\n..\n..\n..\n..\n\nSales\n..\n..\n..\n..\n\nIssuances\n..\n..\n..\n..\n\nSettlements\n(7.7)\n..\n..\n(7.7)\n\nTransfers in Level 3\n..\n..\n..\n..\n\nTransfers out of Level 3\n..\n..\n..\n..\n\nForeign currency translation adjustment\n..\n..\n..\n..\n\nReduction due to deconsolidation of entity\n..\n..\n..\n..\n\nEnding balance at March 31, 2026\n879.9\n\n879.9\n\nTotal amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n242.0\n..\n..\n242.0\n\nF-160\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, certain additional\ninformation about changes in the fair value of Level 3 derivatives for the year ended March 31, 2025.\n\nRupees in million\n\nDescription\n\nDerivatives\n\nInterest rate derivatives\nCurrency derivatives (including foreign exchange derivatives)\nEquity derivatives\nTotal\n\nBeginning balance at April 1, 2024\n2,510.3\n..\n..\n2,510.3\n\nTotal gains or losses(realized/unrealized)\n..\n\n..\n\n-Translation adjustment\n..\n\n..\n\n-Included in earnings\n(1,783.8)\n..\n..\n(1,783.8)\n\n-Included in Other Comprehensive Income\n..\n..\n..\n..\n\nPurchases\n..\n..\n..\n..\n\nSales\n..\n..\n..\n..\n\nIssuances\n..\n..\n..\n..\n\nSettlements\n(77.3)\n..\n..\n(77.3)\n\nTransfers in Level 3\n..\n..\n..\n..\n\nTransfers out of Level 3\n..\n..\n..\n..\n\nForeign currency translation adjustment\n..\n..\n..\n..\n\nReduction due to deconsolidation of entity\n..\n..\n..\n..\n\nEnding balance at March 31, 2025\n649.2\n\n649.2\n\nTotal amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date\n**(1,883.7)**\n..\n..\n**(1,883.7)**\n\nF-161\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Quantitative information about unobservable inputs used in Level\n3 fair value measurements**\n\nThe Group Level 3\ninstruments consist of investment, loans and derivatives. An asset is classified as Level 3 of the fair value hierarchy when one or more\nunobservable inputs are used that are considered significant to its valuation.\n\nThe following table\nsets forth, significant unobservable inputs used in fair value measurement of Level 3 financial instruments at March 31, 2026.\n\n**Sr. No.**\n\n**Product**\n\n**Fair value **\n\n**(Rs. in million)**\n\n**Principal Valuation techniques**\n\n**Unobservable inputs**\n\n**Units**\n\n**Range of input values**\n\n**Low**\n\n**High**\n\n**Weighted average**\n\n1\nLoans\n8,712.9\nDiscounted cash flow\n\nDiscounting rate\n\n%\n\n12.7%\n46.0%\n19.9%\n\nLoss Severity\n%\n0.6%\n100%\n26.0%\n\n2\n\nInvestment\n\n2A\nMortgage and other asset backed securities - India linked\n145,046.3\nDiscounted cash flow\n\nYield\n\n%\n\n7.6%\n11.8%\n7.9%\n\n2B\nMortgage and other asset backed securities - Non India linked\n1,462.0\nDiscounted cash flow\n\nYield\n\n%\n\n2.3%\n3.1%\n2.7%\n\n2C\nCorporate Debt securities\n1,991.2\nDiscounted cash flow\nDiscounting rate\n%\n10.1%\n16.0%\n15.2%\n\nLoss Severity\n\n%\n\n0.0%\n100.0%\n74.2%\n\n2D\nEquity shares - Non India Linked\n11.4\nPrice Based\nListed price per share of the same issuer\n\nUSD\n\n..\n1,336.00\n1,336.00\n\nMark down for price per share\n%\n..\n50.0%\n50.0%\n\n3\nInterest Rate derivatives - India linked\n870.4\nDiscounted cash flow\nMarkdown for the discount rate\nBPS\n77\n77\n77\n\nInterest Rate derivatives – Non India linked\n\n9.5\nCounterparty quote based\n..\n..\n40.0\n40.0\n40.0\n\nF-162\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, significant unobservable inputs used in fair value measurement of Level 3 financial instruments at March 31, 2025.\n\n**Sr. No.**\n\n**Product**\n\n**Fair value **\n\n**(Rs. in million) **\n\n**Principal Valuation techniques**\n\n**Unobservable inputs**\n\n**Units**\n\n**Range of input values**\n\n**Low**\n\n**High**\n\n**Weighted average**\n\n1\nLoans\n10,284.0\nDiscounted cash flow\n\nDiscounting rate\n\n%\n\n13.6%\n50.3%\n23.4%\n\nLoss Severity\n%\n0.0%\n100.0%\n31.7%\n\n2\n\nInvestment\n\n2A\nMortgage and other asset backed securities - India linked\n163,400.5\nDiscounted cash flow\n\nYield\n\n%\n\n7.2%\n12.6%\n7.8%\n\n2B\nMortgage and other asset backed securities - Non India linked\n1,158.8\nDiscounted cash flow\n\nYield\n\n%\n\n2.3%\n3.1%\n2.4%\n\n2C\nCorporate Debt securities\n4,965.8\nDiscounted cash flow\nDiscounting rate\n%\n9.1%\n16.0%\n14.7%\n\nLoss Severity\n\n%\n\n..\n100.0%\n68.4%\n\n2D\nEquity shares - Non India Linked\n19.9\nComparable analysis\nListed price per share of the same issuer\n\nUSD\n\n..\n1,336.0\n1,336.0\n\nIlliquidity and other discount\n%\n..\n50.00%\n50.00%\n\n2E\n\nEquity shares - India Linked\n\n56.6\nNet asset valuations\nNet asset value\n%\n131.36%\n331.47%\n192.37%\n\n3\nInterest Rate derivatives - India linked\n628.5\nDiscounted cash flow\nMarkdown for the discount rate\nBPS\n77\n77\n77\n\nInterest Rate derivatives – Non India linked\n\n20.7\nCounterparty quote based\n..\n..\n40.0\n40.0\n40.0\n\n**e)****Investment securities in unrealized loss position**\n\nThe Group adopted\nASU Topic 2016-13, “Financial Instruments—Credit Losses” effective April 1, 2020. The Group has determined that certain\navailable for sale debt securities with unrealized losses do not have credit losses. The Group conducts a review each year to identify\nand evaluate investments that have indications of credit losses. Factors considered in determining whether a credit loss exists include\nthe extent to which the fair value is less than the amortized cost of a security, credit rating and financial condition of the issuer.\nA credit loss is computed as difference between the amortized cost basis of the security and the present value of cash flows expected\nto be collected from a security, limited by the amount that the fair value is less than amortized cost basis. The Group considers whether\nthe investments have been identified for sale or whether it is more likely than not that the Group will be required to sell the investment\nbefore recovery of its amortized cost basis. The Group does not recognize an allowance on accrued interest as the Group’s policy\nis to reverse uncollected accrued interest immediately after 90 days past due by derecognizing interest income.\n\nF-163\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, the fair value of the debt investments in available for sale debt securities and unrealized loss position, at March 31, 2026.\n\n**Rupees in million\n\nDescription of securities**** **\n**Less than 12 months**** **\n**12 months or longer**** **\n** ****Total**** **\n\n** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **\n\nCorporate debt securities\n32,858.4\n(327.0)\n89,552.8\n(899.0)\n122,411.2\n(1,226.0)\n\nGovernment securities\n1,231,034.8\n(11,756.9)\n237,110.7\n(6,664.7)\n1,468,145.5\n(18,421.6)\n\nOther debt securities\n35,426.0\n(122.5)\n2,448.8\n(53.0)\n37,874.8\n(175.5)\n\nTotal debt securities\n1,299,319.2\n(12,206.4)\n329,112.3\n(7,616.7)\n1,628,431.5\n(19,823.1)\n\nThe following table\nsets forth, the fair value of the debt investments in available for sale debt securities and unrealized loss position, at March 31, 2025.\n\n**Rupees in million\n\nDescription of securities**** **\n**Less than 12 months**** **\n**12 months or longer**** **\n** ****Total**** **\n\n** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **** **\n** ****Fair Value**** **** **\n** ****Gross Unrealized Losses**** **\n\nCorporate debt securities\n19,420.4\n(203.8)\n239,930.8\n(327.0)\n259,351.2\n(530.8)\n\nGovernment securities\n2,995.1\n(76.6)\n265,869.8\n(1,101.7)\n268,864.9\n(1,178.3)\n\nOther debt securities\n17,953.1\n(1.8)\n3,150.6\n(129.9)\n21,103.7\n(131.8)\n\nTotal debt securities\n40,368.6\n(282.2)\n508,951.2\n(1,558.6)\n549,319.8\n(1,840.8)\n\nCertain investments\nin debt securities with unrealized losses are not classified as impaired, since the Group has assessed that the securities in an unrealized\nloss position have not been identified for sale and it is not more likely than not that the Group will be required to sell the securities\nbefore recovery of its amortized cost basis less any current period credit loss.\n\nThe Group also holds\ncertain debt investments with credit losses, which have not been identified for sale and it is not more likely than not that the Group\nwill be required to sell the securities before an anticipated recovery in value other than credit losses, where the amount representing\nthe credit losses is recognized in earnings and the amount of loss related to other factors is recognized in Other Comprehensive Income.\nThe credit losses have been determined based on the difference of present value of expected future cash flows of the securities and the\namortized cost basis of such securities. The Group bases its estimates of future cash flows on evaluation of the issuer’s overall\nfinancial condition, resources and payment record and the realizable value of any collateral, third party guarantees or other credit enhancements.\n\nF-164\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, roll-forward\nof the allowance for credit losses for available for sale debt securities for March 31, 2026:\n\n**Rupees in million\n\nCorporate debt securities**\nGovernment securities\n**Other debt securities**\n**Total allowance**\n\nAllowance for credit losses at the beginning of the period\n6,970.3\n..\n327.5\n7,297.8\n\nAdditions during the year for which credit losses were not previously recorded\n..\n..\n..\n..\n\nAdditions to the allowance for credit losses arising from purchased financial assets with credit deterioration\n..\n..\n..\n..\n\nReductions due to sale of securities during the year\n..\n..\n..\n..\n\nReductions due to the Group intends to sale the securities or more likely than not will be required to sell the security before recovery of its amortized cost basis\n..\n..\n..\n..\n\nAdditional increases or decreases during the year on securities that had an allowance recorded in a previous period\n0.5\n..\n16.3\n16.8\n\nWrite-off during the period\n(141.9)\n..\n..\n(141.9)\n\nRecoveries during the period\n(1,877.2)\n..\n(28.2)\n(1,905.4)\n\nBalance of the allowance for credit losses at the end of the period\n4,951.7\n..\n315.7\n5,267.4\n\nThe following table sets forth, roll-forward\nof the allowance for credit losses for available for sale debt securities for March 31, 2025:\n\n**Rupees\nin million**\n\n**Corporate debt securities**\nGovernment securities\n**Other debt securities**\n**Total allowance**\n\nAllowance for credit losses at the beginning of the period\n7,612.1\n..\n367.1\n7,979.2\n\nAdditions during the year for which credit losses were not previously recorded\n..\n..\n..\n..\n\nAdditions to the allowance for credit losses arising from purchased financial assets with credit deterioration\n..\n..\n..\n..\n\nReductions due to sale of securities during the year\n..\n..\n..\n..\n\nReductions due to the Group intends to sale the securities or more likely than not will be required to sell the security before recovery of its amortized cost basis\n..\n..\n..\n..\n\nAdditional increases or decreases during the year on securities that had an allowance recorded in a previous period\n0.6\n..\n(3.7)\n(3.1)\n\nWrite-off during the period\n..\n..\n..\n..\n\nRecoveries during the period\n(642.4)\n..\n(35.9)\n(678.2)\n\nBalance of the allowance for credit losses at the end of the period\n6,970.3\n..\n327.5\n7,297.8\n\nAt March 31,\n2026, the Group holds cost method equity investments amounting to Rs. 173,868.5 million (March 31, 2025: Rs. 145,923.5 million). The fair\nvalue for such securities has not been estimated in the absence of changes in circumstances that have a significant adverse effect on\nthe fair value of the investments.\n\nF-165\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**f)****Loans**\n\nThe Group follows\nthe guidance provided in the FASB ASC topic 326: “Financial instruments – Credit Losses” for accounting and measurement\nof loan loss allowance. This guidance established a single allowance framework for all financial assets measured at amortized cost including\nunfunded credit facilities and loan commitments. This framework requires that management’s estimate reflects credit losses over\nthe instrument’s remaining expected life and considers expected future changes in macroeconomic conditions.\n\nThe estimation of\nthe allowance for credit losses is complex and requires significant management judgment about the effect of certain matters that are inherently\nuncertain. The allowance for credit losses in future periods may be significantly different, considering the macro-economic conditions,\nforecasts and other factors then prevailing.\n\nThe allowance for\nloan losses and allowance for lending-related commitments represents expected credit losses over the remaining expected life of retained\nloans and lending-related commitments that are in the nature of non-cancellable by the Group. The expected life of each instrument is\ndetermined by considering its contractual term and expected prepayments.\n\nWhen calculating\nthe allowance for credit losses, the Group assesses whether exposures share similar risk characteristics. If similar risk characteristics\nexist, the Group estimates expected credit losses collectively, considering the risk associated with a particular segment and the probability\nthat the exposures within the segment will default, based on risk characteristics such as product type, delinquency status, credit scores,\nmonths on book, etc. For Agriculture loans, a further segmentation of risk characteristics is also carried out based on direct and indirect\nagriculture lending. The segmentation for commercial loans is based on risk characteristics such as customer type, risk rating assigned\nusing internal rating models and delinquency status. The commercial loans are also considered as not sharing similar risk characteristics\nif principal or interest has remained overdue for more than 90 days or the borrower has undergone restructuring/likely to be restructured.\nThe consumer loan, loan commitment and significant portion of commercial loans and unfunded credit exposure share similar risk characteristic\nwith other credit exposures in the segment, and as a result are collectively assessed for credit loss.\n\nThe credit loss on\ncollective basis is estimated using a current expected credit losses methodology which is based on relevant information about historical\nexperience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances. The collective\nassessment begins with a quantitative calculation that considers the likelihood of the borrower defaulting. The quantitative calculation\ncovers expected credit losses over an instrument’s expected life and is the result of multiplying the individual loan level exposure\nat default with the estimated probability of default and loss given default (which is primarily based on historical and expected recoveries).\nThe probabilities of default are derived using a macro-economic scenario over a reasonable and supportable forecast period. The term structure\nfor subsequent periods is built using single year reversion to the long run historical information. The forecasts take into consideration\nthe Group’s overarching economic outlook based on internal as well as external inputs and involve a governed process that incorporates\nfeedback from senior management. The quantitative calculation is adjusted to take into consideration model imprecision not yet reflected\nin the calculation.\n\nThe Group applies\nmanagement overlays to its model-based estimates where appropriate. These overlays reflect adjustments to the probability of default to\naddress limitations in the statistical models, particularly where future economic conditions may evolve differently from the historical\npatterns considered while developing these models. The overlays ensure that the expected credit loss estimates remain relevant and incorporate\nforward-looking risks that are otherwise difficult to quantify using a model, such as elevated geopolitical risks along with the attendant\nvolatility in oil and commodity\n\nF-166\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nprices, expected uneven distribution\nof monsoon in India due to the effect of El Nino, geo-economic fragmentation, moderation expected in global as well as Indian growth,\nrising inflationary pressures, moderation in IT services growth and artificial intelligence (AI) developments.\n\nIf an exposure does\nnot share risk characteristics with other exposures, expected credit losses are estimated on an individual basis. The credit loss on individual\nbasis is either estimated on basis of the present value of expected future cash flows or in case of a collateral dependent loan, the net\nrealizable value of the collateral net of cost to sell, if any. The loans primarily have collateral in the form of business assets or\nreal estate. For large balance commercial loan, evaluation also includes assessment of individual loans based on borrower specific facts\nand circumstances, including financial performance, future prospects and repayment history of the borrower.\n\nEstimating the timing\nand amounts of future cash flows is highly judgmental as these cash flow projections rely upon estimates such as loss severities, asset\nvaluations, default rates, the amounts and timing of interest or principal payments (including any expected prepayments) or other factors\nthat are reflective of current and expected market conditions. These estimates are, in turn, dependent on factors such as uncertainty\naround geo-political situation, current overall economic conditions, portfolio or borrower-specific factors, the expected outcome of insolvency\nproceedings as well as, in certain circumstances, other economic factors. All of these estimates and assumptions require significant management\njudgment and certain assumptions are highly subjective.\n\nImpaired loans have\nbeen identified at borrower level at March 31, 2026 as compared to account level identification in earlier years. A borrower is considered\nimpaired when the Group believes it is probable that all amounts due according to the original contractual terms of any of the loans to\nthe borrower will not be collected. A borrower is generally classified as impaired if any amount of interest or principal on any loan\nremains overdue for more than 90 days (one year for direct agriculture loans). The Group does not recognize an allowance on accrued interest\nas the Group’s policy is to write-off uncollected accrued interest immediately after 90 days past due (for certain agriculture loans\nbased on crop cycle) by reversing interest income. Accordingly, the Group has not recognized allowance for loan losses on interest accrued\nin Schedule 18B note ‘7. Loans’.\n\nThe following table sets forth the details\nof impaired loans at March 31, 2026.\n\nRupees in million\n\nTotal recorded investment in impaired loans with related allowance for credit losses\nTotal allowances for credit losses\nTotal recorded investment in impaired loans with no related allowance for credit losses\nUnpaid principal amount\n\nCommercial loans1\n185,780.8\n142,283.6\n4,121.0\n189,901.8\n\nConsumer loans2\n141,257.0\n61,495.4\n..\n141,257.0\n\n** Total **\n327,037.8\n203,779.0\n4,121.0\n331,158.8\n\n1.Primarily includes commercial loans assessed individually.\n\n2.Includes consumer loans assessed collectively at borrower level.\n\nF-167\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth the details\nimpaired loans at March 31, 2025.\n\n**Rupees\nin million**\n\nTotal recorded investment in impaired loans with related allowance for credit losses\nTotal allowances for credit losses\nTotal recorded investment in impaired loans with no related allowance for credit losses\nUnpaid principal amount\n\nCommercial loans1\n189,421.0\n153,878.5\n15,015.6\n204,436.6\n\nConsumer loans2\n115,162.6\n53,551.4\n..\n115,162.7\n\n** ****Total**** **** **\n** ****304,583.6**** **** **\n** ****207,429.9**** **** **\n** ****15,015.6**** **** **\n** ****319,599.3**** **\n\n1.Primarily includes commercial loans assessed individually.\n\n2.Includes consumer loans assessed collectively at loan level.\n\nThe following table\nsets forth the closing balance of allowance for loan losses for loans at March 31, 2026.\n\n**Rupees\nin million**\n\nParticulars\nCommercial loans\nConsumer loans & credit card receivables\nFinancial lease\nTotal\n\nAllowance for loan losses\n\nAllowance for loan losses: individually evaluated for impairment\n121,697.7\n..\n..\n121,697.7\n\nAllowance for loan losses: collectively evaluated for impairment\n101,651.4\n255,072.2\n..\n356,723.6\n\n**Total allowance for loan losses **** **\n** ****223,349.1**** **** **\n** ****255,072.2**** **** **\n\n**..**\n\n** **\n** ****478,421.3**** **\n\nLoans\n\nIndividually evaluated for impairment\n148,864.4\n..\n..\n148,864.4\n\nCollectively evaluated for impairment\n6,995,180.6\n9,460,123.0\n..\n16,455,303.6\n\n**Total loans **** **\n** ****7,144,045.0**** **** **\n** ****9,460,123.0**** **** **\n\n**..**\n\n** **\n** ****16,604,168.0**** **\n\nThe following table\nsets forth the closing balance of allowance for loan losses for loans at March 31, 2025.\n\n**Rupees\nin million**\n\nParticulars\nCommercial loans\nConsumer loans & credit card receivables\nFinancial lease\nTotal\n\nAllowance for loan losses\n\nAllowance for loan losses: individually evaluated for impairment\n136,778.5\n..\n..\n136,778.5\n\nAllowance for loan losses: collectively evaluated for impairment\n75,954.2\n269,006.0\n..\n344,960.2\n\n**Total allowance for loan losses **** **\n** ****212,732.7**** **** **\n** ****269,006.0**** **** **\n\n**..**\n\n** **\n** ****481,738.7**** **\n\nLoans\n\nIndividually evaluated for impairment\n179,275.6\n..\n..\n179,275.6\n\nCollectively evaluated for impairment\n5,796,696.9\n8,376,979.9\n..\n14,173,676.8\n\n**Total loans **** **\n** ****5,975,972.5**** **** **\n** ****8,376,979.9**** **** **\n\n**..**\n\n** **\n** ****14,352,952.4**** **\n\nF-168\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, allowance of credit losses for the unfunded credit commitments for the period ended March 31, 2026:\n\n**Rupees\nin million**\n\nParticulars\nFiscal 2026\n\nLoan commitments\nGuarantees and Letter of Credit\nTotal allowance\n\nAllowances at the beginning of fiscal year\n10,924.7\n26,122.4\n37,047.1\n\nAdditions/(reductions) to allowances during the fiscal year\n(1,688.3)\n(2,434.5)\n(4,122.8)\n\n**Allowances at the end of the fiscal year**** **\n** ****9,236.4**** **** **\n** ****23,687.9**** **** **\n** ****32,924.3**** **\n\nThe following table\nsets forth, allowance of credit losses for the unfunded credit commitments for the period ended March 31, 2025:\n\n**Rupees\nin million**\n\nParticulars\nFiscal 2025\n\nLoan commitments\nGuarantees and Letter of Credit\nTotal allowance\n\nAllowances at the beginning of fiscal year.\n9,215.3\n27,877.3\n37,092.6\n\nAdditions/(reductions) to allowances during the fiscal year\n1,709.4\n(1,754.9)\n(45.5)\n\n**Allowances at the end of the fiscal year**** **\n** ****10,924.7**** **** **\n** ****26,122.4**** **** **\n** ****37,047.1**** **\n\nThe following table\nsets forth, allowance of credit losses for the unfunded credit commitments for the period ended March 31, 2024:\n\n**Rupees\nin million**\n\nParticulars\nFiscal 2024\n\nLoan commitments\nGuarantees and Letter of Credit\nTotal allowance\n\nAllowances at the beginning of fiscal year\n5,520.3\n27,893.6\n33,414.0\n\nAdditions/(reductions) to allowances during the fiscal year\n3,695.0\n(16.3)\n3,678.6\n\n**Allowances at the end of the fiscal year**** **\n** ****9,215.3**** **** **\n** ****27,877.3**** **** **\n** ****37,092.6**** **\n\nDuring the year ended March\n31, 2026, there were no loans outstanding where modification was carried due to financial difficulty. Further, the total principal forgiveness\noffered by the Group to its borrowers amounted to Rs. 19,795.9 million. During the year ended March 31, 2025, there were no loans outstanding\nwhere modification was carried due to financial difficulty. Further, the total principal forgiveness offered by the Group to its borrowers\namounted to Rs. 19,476.2 million.\n\nF-169\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth\nloans with financial difficulty which were modified during the year ended March 31, 2024.\n\n**Rupees\nin million **\n\n**Particulars\n\nModified Loans with financial difficulty involving following Modifications:\n\n**** **\n** ****Amortised cost at March 31, 2024**** **** **\n** ****Reduction in interest rates**** **** **\n** ****Extension of term of the loans**** **** **\n** ****Both Interest rate reduction and term extension**** **** **\n** ****% of total loans outstanding**** **** **\n** ****Weighted average reduction in interest rates**** **** **\n** ****Weighted average extension in term (in months)**** **\n\nCommercial loans\n693.7\n..\n158.9\n534.8\n0.01%\n7.15%\n77\n\nConsumer loans\n1,105.3\n..\n1,091.8\n13.5\n0.01%\n0.48%\n8\n\n**Total**** **\n** ****1,798.9**** **** **\n** **\n**.. **\n** **** **\n** ****1,250.7**** **** **\n** ****548.2**** **** **\n** ****0.01****%**** **\n** **** **** **** **\n** **** **** **\n\n1.In addition to above the total principal forgiveness offered by the Group to its\nborrowers amounted to Rs. 11,932.7 million\n\n2.Of the above loans modified during the year, commercial loans amounting to Rs. 549.9\nmillion and consumer loans amounting to Rs. 97.9 million defaulted within the 12 months of modification. These defaulted commercial loans\nwere offered both interest rate reduction and term extension and the defaulted consumer loans were offered the term extension at the time\nof modification.\n\nThe following table sets forth the past due status at March 31, 2024\nof loans with financial difficulty which were modified during the year ended March 31, 2024\n\nRupees in million\n\nParticulars\n\n**Current**\n\n**Overdue\nfor 31-60 days**\n\n**Overdue\nfor 61-90 days**\n\n**Overdue\nfor more than 90 days**\n\n**Total**\n\nCommercial loans\n137.0\n..\n20.7\n535.9\n693.6\n\nConsumer loans\n1,025.3\n13.9\n1.8\n64.2\n1,105.2\n\n**Total **** **\n** ****1,162.3**** **** **\n** ****13.9**** **** **\n** ****22.5**** **** **\n** ****600.1**** **** **\n** ****1,798.8**** **\n\nAdditionally, at\nMarch 31, 2026, the Bank has outstanding loans amounting to Rs. 11,767.1 million (March 31, 2025: Rs. 14,984.7 million) to equity affiliates,\nwhere the Bank has opted for fair value accounting under ASC Subtopic 825-10 “Financial Instruments”. See also 22. Notes under\nU.S. GAAP – Additional information required under U.S. GAAP – Fair value accounting of financial interests.\n\n**g)****Equity affiliates**\n\nUnder U.S. GAAP,\nthe Group accounts for its ownership interest in ICICI Prudential Life Insurance Company Limited (ICICI Life) by the equity method of\naccounting.\n\n**ICICI Life**\n\nThe following table\nsets forth, for the periods indicated, the summarized U.S. GAAP balance sheet of ICICI Life.\n\nF-170\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nRupees in million\n\nAt March 31,\n\nBalance sheet\n2026\n2025\n\nCash and cash equivalents\n61,013.4\n45,014.9\n\nSecurities\n1,474,881.3\n1,413,195.1\n\nAssets held to cover linked liabilities\n1,510,523.7\n1,612,399.0\n\nOther assets\n241,792.5\n210,950.0\n\nTotal assets\n3,288,211.0\n3,281,559.9\n\nProvision for linked liabilities\n1,510,523.7\n1,612,399.0\n\nOther liabilities\n1,489,738.8\n1,419,270.1\n\nStockholders’ equity\n287,948.5\n249,890.7\n\nTotal liabilities and stockholders’ equity\n3,288,211.0\n3,281,559.9\n\nThe following tables set forth,\nfor the periods indicated, the summarized U.S. GAAP statements of operations of ICICI Life.\n\nRupees in million\n\nYear ended March 31,\n\n2026\n2025\n\nInterest income\n138,948.1\n130,390.0\n\nInterest expense\n(2,192.7)\n(1,417.1)\n\nNet interest income\n136,755.4\n128,972.9\n\nInsurance premium\n531,246.5\n489,507.4\n\nOther non-interest income\n(56,596.0)\n82,384.4\n\nNon-interest expense\n(573,990.6)\n(662,409.4)\n\nIncome tax (expense)/benefit\n(4,913.9)\n(4,886.6)\n\nIncome/(loss), net\n32,501.5\n33,568.7\n\nThe income decreased\nto Rs. 32,501.5 million in fiscal 2026 from Rs. 33,568.7 million in fiscal 2025, primarily due to higher unrealized losses on the trading\nportfolio and equity securities partly offset by an increase in interest income and a reduction in policyholders' liabilities.\n\nThe aggregate market value of the investment\nin shares of ICICI Life at March 31, 2026, based on quoted market prices was Rs. 375,846.9 million (At March 31, 2025: Rs. 416,267.7 million).\n\n**h)****Insurance entities**\n\n**Life insurance affiliate**\n\nThe significant differences\nbetween Indian GAAP and U.S. GAAP in case of the life insurance affiliate are primarily on account of:\n\n**i) Difference\nin policyholders’ liability and unallocated policyholders’ surplus, net of amortization of deferred acquisition cost **\n\n**Policyholders’ liability**\n\nReserves under Indian GAAP are held\nas per the requirements of Insurance Act, 1938, regulations notified by the Insurance Regulatory and Development Authority of India and\nActuarial Practice Standards of the Institute of Actuaries of India. Accordingly, the reserves are computed using the Gross Premium Method\n(reserves are computed as the present value of future benefits including future bonuses and the present value of expenses including overheads\nand are net of the present value of future\n\nF-171\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\ntotal premiums, paid by policyholders).\nValuation parameters are set prudently and include a margin for adverse deviation (MAD) as required under APS7 issued by the Institute\nof Actuaries of India.\n\nThe liability under U.S. GAAP is measured\nas per the valuation guidance provided by the U.S. GAAP principles codified under the Account Standards Codification (ASC) developed and\nissued by the Financial Account Standards Board (FASB). The total liability under U.S. GAAP consists of two parts, viz., policy liability\n(consisting of the liability for future policy benefits, unearned revenue liability, sales inducement liability) and deferred profit liability.\n\nThe liability for future policy benefits\nis computed as the present value of guaranteed benefits less the present value of net premiums that cover these benefits. The operating\nassumptions used are set on a best estimate basis and are updated at the end of each fiscal year. Such assumptions include mortality,\nmorbidity, claims expenses, policy lapse and policy surrenders. The discount rate used for non-linked products represents the discount\nrates that were locked-in at inception. The liability for future policy benefits is recalculated using the yields on upper medium grade\nfixed income corporate bond instruments and the difference in the liability is reflected in other comprehensive income. Deferred profit\nliability is held in accordance with ASC Topic 944-605-35 for the products for which the premium paying term is shorter than the policy\nterm, to allow the emergence of the profits over the entire policy term in accordance with service provided. The deferred profit liability\nis calculated using the same assumptions as the liability for future policy benefits but is calculated only using locked-in discount rates.\n\nFor Unit-Linked contracts, the account\nvalue is held as liability. The excess of total allocation charges in each valuation period over the ultimate allocation charges is held\nas unearned revenue liability and are amortized over time, in line with the amortization of deferred acquisition costs. An additional\nsales inducement liability is held in respect of loyalty additions payable on such contracts, which accrues over time to fund any future\nloyalty additions. The sales inducement liability is accrued based on the current best estimate operating and economic assumptions.\n\n**Unallocated policyholders’\nsurplus**\n\nUnder Indian GAAP, shareholders may\nbe allocated a portion of the surplus from the participating policyholders’ fund, based on the recommendation of the Appointed Actuary.\nThis allocation is limited to one-ninth of the surplus distributed to policyholders, subject to a maximum of 10% of the total actuarial\nsurplus.\n\nUnder U.S. GAAP, 10% of the total surplus\nis transferred to shareholders and 90% is held back as unallocated policyholders’ surplus for participating policyholders.\n\n**Deferred acquisition\ncost**\n\nUnder Indian GAAP, acquisition cost\nis charged to the revenue account in the year in which it is incurred whereas under U.S. GAAP, the acquisition costs, which are related\ndirectly to the successful acquisition of new or renewal insurance contracts, are deferred over the policy term. Under U.S GAAP, the deferred\nacquisition costs are those that vary with and are primarily related to the acquisition of new and renewal of existing insurance contracts.\n\nThe deferrable acquisition cost asset\nis amortized over time on a constant-level basis. The amortization of deferrable acquisition costs over the accounting period is recognized\nas an expense in the income statement. The unamortized balance of deferrable acquisition cost is reflected as an asset on the balance\nsheet. The assumptions used to calculate amortization of deferrable acquisition costs are the same as those used to calculate policy liability.\n\nF-172\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**ii)****Compensation costs**\n\n**Accounting for employee\nstock options**\n\nUnder Indian GAAP,\nstock compensation costs are accounted for using the intrinsic value method as compared to U.S. GAAP where the stock compensation costs\nhave been accounted for based on fair value method.\n\n**Retirement benefit cost**\n\nUnder Indian GAAP, all actuarial gains/losses\nare recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the profit and\nloss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income. Subsequently cumulative\nactuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is amortized through profit and loss\naccount. Further, in U.S. GAAP, discount rate for computing benefit obligation is linked to yield on high quality fixed income securities\nas compared to yield on Government securities under Indian GAAP.\n\n**iii)****Investment income**\n\nUnder Indian GAAP, accounting for investments\nis in accordance with the guidelines issued by the Insurance Regulatory and Development Authority of India, which do not allow the unrealized\ngain / loss to be routed through the revenue account except in the case of linked business. A linked life insurance policy is a policy\nin which the cash value of the policy varies according to the net asset value of units (i.e., shares) in investment assets chosen by the\npolicyholder. Further under Indian GAAP, unrealized gains/losses arising due to changes in the fair value of listed equity shares, mutual\nfunds and investment property is taken to fair value change account in balance sheet. Under Indian GAAP, the debt securities are carried\nat cost. Under U.S. GAAP, unrealized gain/(loss) on investments classified as “held for trading” and unrealized gain/losses\non equity securities are recognized in the profit and loss account. Unrealized gains or losses on investments classified as “available-for-sale”\nare recognized in other comprehensive income. Investment property is recognized as a fixed asset and valued at acquisition cost less depreciation.\n\nUnder Indian GAAP, the portion of the\nfair value gain/loss on the interest rate derivatives that is determined to be an effective hedge is recognized in ‘Fair Value Change\nAccount’ in the Balance Sheet. Under U.S. GAAP, the portion of the fair value gain/loss on the interest rate derivatives that is\ndetermined to be an effective hedge is recognized directly in ‘Other Comprehensive Income’ in the Balance Sheet. For ineffective\nhedges, Indian GAAP recognizes the impact in the Revenue Account, whereas in U.S. GAAP, the impact is recognized in Income Statement.\n\n**iv) Income taxes**\n\nThe differences in the accounting for\nincome taxes are primarily on account of the income tax impact of non-tax U.S. GAAP adjustments.\n\n**v) Lease**\n\nUnder Indian GAAP, expenses towards\noperating lease is charged to profit and loss account on a straight line basis. Under U.S. GAAP, a right to use asset and a lease liability\nis required to be recognized at the commencement of the lease for all lease on adoption of FASB ASC 842- “Leases” and a single\nlease cost is recognized, which is calculated such that the cost of the operating lease is allocated over the lease term on a generally\nstraight-line basis.\n\nF-173\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Net income reconciliation:**\n\nThe following table sets forth, for\nthe periods indicated, the significant differences between Indian GAAP and U.S. GAAP in case of the life insurance affiliate.\n\n**Rupees in million**\n\n**Reconciling items\nYear ended March 31,\n\n2026\n2025\n2024\n\nProfit as per Indian GAAP\n16,080.9\n11,855.1\n8,506.7\n\nAdjustments on account of\n\nUnrealized gain/(loss) on trading portfolio and equity securities\n(23,889.0)\n(8,041.8)\n19,605.1\n\nDifference in policyholders’ liabilities and unallocated policyholders’ surplus, net of amortization of deferred acquisition cost\n42,081.0\n34,926.1\n27,111.0\n\nCompensation costs\n(361.6)\n(377.8)\n(820.8)\n\nDeferred taxes benefit/(expense)\n(1,379.7)\n(4,774.4)\n(10,657.0)\n\nOthers\n(30.1)\n(18.5)\n(214.4)\n\nProfit/(loss) as per U.S. GAAP\n32,501.5\n33,568.7\n43,530.5\n\nNet income/(loss) (net of tax)\n32,501.5\n33,568.7\n43,530.5\n\nOther Comprehensive Income (net of taxes):\n\nNet unrealized gain/(loss) on securities, net of realization & others\n(56,563.4)\n20,467.9\n21,003.9\n\nEffect of remeasurement of future policy benefits to an upper-medium grade discount rate\n61,130.3\n(25,898.6)\n(26,565.6)\n\nAccounting for post retirement employee benefits\n(131.4)\n(28.4)\n(10.5)\n\nTotal comprehensive income/(loss)\n36,937.0\n28,109.7\n37,958.3\n\nThe unrealized loss on the trading portfolio\nand equity securities increased from Rs. 8,041.8 million in fiscal 2025 to Rs. 23,889.0 million in fiscal 2026. This was primarily due\nto marked-to-market loss in debt securities. In fiscal 2026, the marked-to-market loss recognized on equity securities was Rs. 12,834.4\nmillion (compared to a marked-to-market loss of Rs. 14,450.6 million in fiscal 2025). Out of the above, in fiscal 2026, the marked-to-market\nloss recognized on equity securities in respect of participating fund was Rs. 8,394.4 million (compared to a marked-to-market loss of\nRs. 7,065.9 million in fiscal 2025). Furthermore, the marked-to-market loss recognized in net income /(loss) on the debt securities in\nfiscal 2026 was Rs. 11,054.5 million (compared to a marked-to-market gain of Rs. 6,408.8 million in fiscal 2025). Out of the above, the\nmarked-to-market loss recognized in net income /(loss) on the debt securities in respect of participating fund in fiscal 2026 was Rs.\n11,055.8 million (compared to a marked-to-market gain of Rs. 6,405.3 million in fiscal 2025).\n\nUnder U.S. GAAP, the policyholders'\nliabilities and unallocated participating policyholders' surplus, net of amortization of deferred acquisition cost, were lower than Indian\nGAAP by Rs. 42,081.0 million in fiscal 2026 (compared to Rs. 34,926.1 million in fiscal 2025), primarily reflecting differences in valuation\nmethodologies.\n\nIn fiscal 2026, difference in policyholder’s\nliabilities, net of amortization of deferred acquisition cost, under U.S. GAAP was lower by Rs. 33,443.5 million compared to Indian GAAP\n(Rs. 41,927.8 million in fiscal 2025). This was primarily due to higher deferred acquisition costs resulting from higher commission cost,\nwhich was incurred for acquiring new insurance policies, coupled with release of prudent margins held under Indian GAAP reserves pursuant\nto the adoption of LDTI (ASU 2018-12).\n\nIn fiscal 2026, difference in the liabilities\ntowards unallocated participating policyholders' surplus under U.S. GAAP was lower by Rs. 8,637.5 million compared to Indian GAAP (Higher\nby Rs. 7,001.7 million in fiscal 2025), primarily due\nto release of prudent margins held in participating funds under Indian GAAP pursuant to adoption of LDTI (ASU 2018-12).\n\nF-174\nTable of Contents ICICI Bank Limited and subsidiaries Schedules forming part of the Consolidated Financial Statements**\n\nOther comprehensive income is a gain\nof Rs. 4,435.5 million in fiscal 2026 (compared to loss of Rs. 5,459.0 million in fiscal 2025) and primarily includes:\n\n-An unrealized loss (net of tax) of Rs. 56,563.4 million in fiscal 2026 (fiscal 2025:\nunrealized gain (net of tax) of Rs. 20,467.9 million) arising from policyholders’ assets classified as available for sale, primarily\ndue to marked-to-market losses on debt securities.\n\n-A gain (net of tax) of Rs. 61,130.3 million arising from the remeasurement of future\npolicy benefits using an upper-medium grade discount rate (compared to a loss of Rs. 25,898.6 million in fiscal 2025).\n\nThe following table\nsets forth, for the periods indicated, the components of deferred tax in net income reconciliation of ICICI Life.\n\n**Rupees in million\n\nReconciling items\nYear ended\nMarch 31,\n\n2026\n2025\n2024\n\nIncome tax impact of U.S. GAAP adjustments\n(1,379.7)\n(4,774.4)**\n(10,657.0)\n\n**Total differences in income taxes **\n**(1,379.7)**\n**(4,774.4)******\n**(10,657.0)**\n\n**General insurance subsidiary**\n\nThe significant differences\nbetween Indian GAAP and U.S. GAAP in case of the general insurance subsidiary are primarily on account of:\n\n**i) Provision for reinsurance commission**\n\nUnder Indian GAAP,\nreinsurance commission on business ceded is recognized as income in the year of the ceding of the risk. Under U.S. GAAP, proceeds from\nreinsurance transactions that represent recovery of acquisition costs are reduced from unamortized acquisition costs in such a manner\nthat net acquisition costs are capitalized and amortized over the related policy period.\n\n**ii) Amortization of deferred\nacquisition costs**\n\nUnder Indian GAAP,\nacquisition cost is charged as an expense to the revenue account in the year in which it is incurred whereas under U.S. GAAP, the same\nis deferred and amortized as an expense in as per ASC Topic 944 “Financial Services-Insurance”. Accordingly, certain acquisition\ncosts have been deferred that are related directly to the successful acquisition of new or renewal insurance contracts.\n\n**iii) Premium deficiency**\n\n** **Under\nIndian GAAP, premium deficiency is recognized if the sum of the expected claims costs, related expenses and maintenance costs exceed related\nunearned premiums. Under Indian GAAP, for assessment of premium deficiency, line of business are segmented under “Fire”, “Marine”,\n“Miscellaneous” segments. Under U.S. GAAP premium deficiency is assessed for each line of business and recognized in the profit\n& loss account if the sum of expected claim costs and claims adjustment expenses, expected dividends to policyholders, un-amortized\nacquisition costs and maintenance costs exceed related unearned premiums. A premium deficiency is recognized by first charging acquisition\ncosts to expense, to the extent required to eliminate the deficiency. If the premium deficiency is greater than un-amortized acquisition\ncosts, a liability for the excess deficiency is required to be accrued.\n\nF-175\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**iv) Compensation costs**\n\n**Accounting for employee\nstock options**\n\nUnder Indian GAAP,\nstock compensation costs are accounted for by the intrinsic value method as compared to U.S. GAAP where the compensation costs have been\naccounted for at the fair value method in accordance with the requirement of FASB ASC Topic 718 “Compensation-Stock Compensation”.\n\n**Retirement benefit cost**\n\nUnder Indian GAAP,\nall actuarial gains/losses are recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit\nin the profit and loss account of the year. Under U.S. GAAP, actuarial gains/losses are accounted in Other Comprehensive Income. Subsequently\ncumulative actuarial gain/loss lying in the Other Comprehensive Income which is over and above 10% corridor is amortized through profit\nand loss account. Further, discount rate for computing benefit obligation is linked to yield on high quality fixed income securities in\nU.S. GAAP as compared to yield on government securities under Indian GAAP.\n\n**v) Mark to market on equity investments**\n\nUnder Indian GAAP,\nall unrealized gains/ (losses) on equity investments are recognized through reserves. Under U.S. GAAP, unrealized gains/ (losses) on equity\ninvestments are recognized through income statement.\n\n**vi) Income\ntaxes**\n\nThe differences in\nthe accounting for income taxes are primarily on account of the income tax impact of non-tax U.S. GAAP adjustments.\n\n**vii) Lease**\n\nUnder Indian GAAP,\nexpenses towards operating lease is charged to profit and loss account on a straight line basis. Under U.S. GAAP, a right to use asset\nand a lease liability is required to be recognized at the commencement of the lease for all lease on adoption of FASB ASC 842- “Leases”\nand a single lease cost is recognized, which is calculated such that the cost of the operating lease is allocated over the lease term\non a generally straight-line basis.\n\n**viii) Business Combination**\n\nDuring fiscal 2022, in accordance\nwith the Scheme of Arrangement between ICICI Lombard General Insurance Company Limited and Bharti AXA General Insurance Company Limited,\nas approved by Insurance Regulatory and Development Authority of India with effect from September 8, 2021, assets and liabilities of Bharti\nAXA General Insurance Company Limited’s general insurance business vested with ICICI Lombard General Insurance Company Limited on\nthe Appointed Date of April 1, 2020. ICICI Lombard General Insurance Company Limited issued two fully paid up equity shares to the shareholders\nof Bharti AXA General Insurance Company Limited for every 115 fully paid up equity shares.\n\nF-176\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nUnder Indian GAAP the merger\nwas accounted using the “Pooling of Interest Method” as prescribed in Accounting Standard 14 “Accounting for Amalgamations”\nwhere all the assets, liabilities and reserves of the Bharti AXA’s general insurance business were recorded in their existing form\nand at their carrying value and the excess of consideration paid over net assets taken-over was adjusted with the reserve and surplus\naccount.\n\nUnder US GAAP, the merger was\naccounted in accordance with ASC 805 – Business Combinations where all the assets and liabilities were measured at fair value on\nSeptember 8, 2021 of merger. Goodwill was measured as excess of consideration paid over the net assets taken over. Accordingly, under\nUS GAAP, ICICI Lombard General Insurance Company Limited recognized intangible assets of Rs. 1,230.0 million and goodwill of Rs. 46,454.5\nmillion. The goodwill is tested for impairment on annual basis and intangible assets are amortized over the useful life.\n\n**Net income reconciliation:**\n\nThe following table sets forth, for\nthe periods indicated, the details of the significant differences between Indian GAAP and U.S. GAAP for the general insurance subsidiary.\n\nRupees in million\n\nReconciling items\nYear ended March 31,\n\n2026\n2025\n2024\n\nProfit as per Indian GAAP\n27,719.8\n25,082.6\n19,185.9\n\nAdjustments on account of\n\nProvision for reinsurance commission\n1,796.5\n(264.9)\n(2,175.8)\n\nAmortization of deferred acquisition costs\n4,084.4\n15,679.9\n9,153.2\n\nPremium deficiency\n0.00\n0.00\n0.00\n\nCompensation costs\n(607.6)\n(778.1)\n(1,118.7)\n\nUnrealized gain/(loss) on equity investments.\n(14,252.8)\n(3,145.2)\n7,258.0\n\nIncome tax benefit/(expense)\n1,957.5\n(3,083.5)\n(3,556.6)\n\nBusiness Combination\n(123.0)\n(123.0)\n(123.0)\n\nOthers\n565.6\n165.9\n17.8\n\nProfit/(Loss) as per U.S. GAAP\n21,140.4\n33,533.8\n28,640.8\n\nOther Comprehensive Income (net of taxes)\n\nMTM on Debt Securities\n(10,747.5)\n6,825.0\n4,781.1\n\nCompensation Cost\n1,287.0\n1,307.7\n1,118.7\n\nActuarial Gain/(Loss)\n(481.7)\n(45.8)\n18.6\n\nInvestment Property Valuation\n389.9\n0.00\n0.00\n\nTotal Other Comprehensive Income\n(9,552.3)\n8,086.9\n5,918.5\n\nTotal Comprehensive Income\n11,588.1\n41,620.7\n34,559.2\n\nReinsurance commission\non premium ceded is recognized as income in the year of the ceding of the risk under Indian GAAP and recognized over the policy period\nunder U.S. GAAP. Reinsurance commission income was higher by Rs. 1,796.5 million under U.S. GAAP as compared to Indian GAAP in fiscal\n2026 (lower by Rs. 264.9 million in fiscal 2025). This decrease was primarily due to impact of 1/n as per IRDAI regulation applicable\nwhere from October 1, 2024 onwards premium on long-term products is recognized proportionately over the policy period (n) on a 1/n basis,\nrather than upfront for the full policy term under Indian GAAP.\n\nDeferred acquisition\ncost resulted in lower expense of Rs.4,084.4 million in fiscal 2026 (fiscal 2025: cost of Rs.15,679.9 million) under U.S. GAAP as compared\nto Indian GAAP which includes Rs.436.1 million expenses directly attributable to the acquisition of insurance contracts.\n\nF-177\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nIn fiscal 2025, there\nwas unrealized loss on equity investments amounting to Rs.3,145.2 million whereas in fiscal 2026 there is unrealized loss on equity investments\namounting to Rs.14,252.8 million. While these gains/losses are accounted through fair value change account in balance sheet under Indian\nGAAP, under U.S. GAAP these gains/losses are accounted through net income.\n\nThe following table\nsets forth, for the periods indicated, the components of income taxes in net income reconciliation of the general insurance subsidiary.\n\nRupees in million\n\nReconciling items\nYear ended March 31,\n\n2026\n2025\n2024\n\nIncome tax impact of non-tax U.S. GAAP adjustments\n1,957.5\n(3,083.5)\n(3,556.6)\n\nTotal differences in income taxes\n1,957.5\n(3,083.5)\n(3,556.6)\n\n**i) Goodwill and\nintangible assets**\n\nThe following table\nsets forth, for the periods indicated, a listing of goodwill and intangible assets, by category under U.S. GAAP**.**\n\nRupees in million\n\nYear ended March 31,\n\n2026\n2025\n\nGoodwill, net\n\n(A)\n\n639,420.0\n639,235.5\n\nAsset management and advisory intangibles\n\n(B)\n\n814.4\n367.0\n\nCustomer-related intangibles\n115,603.4\n115,603.4\n\nAccumulated amortization\n(25,692.2)\n(18,504.4)\n\nCustomer-related intangibles net\n\n(C)\n\n89,911.2\n97,099.0\n\nGoodwill and intangible assets, net\n\n(A+B+C)\n\n730,145.6\n736,701.5\n\n1.See also “Schedule 18 -Fixed assets”.\n\nThe following table\nsets forth, for the periods indicated, the changes in goodwill under U.S. GAAP.\n\nRupees in million\n\nYear ended March 31,\n\n2026\n2025\n\nOpening balance\n639,235.5\n639,235.5\n\nGoodwill addition during the period\n184.5\n..\n\nGoodwill disposed off during the period\n..\n..\n\nClosing balance\n639,420.0\n639,235.5\n\nThe following table\nsets forth, for the periods indicated, the changes in intangible assets under U.S. GAAP.\n\nRupees in million\n\nYear ended March 31,\n\n2026\n2025\n\nOpening balance\n97,099.0\n104,286.8\n\nAdditions\n..\n..\n\nAmortization\n(7,187.8)\n(7,187.8)\n\nDisposal\n..\n..\n\nClosing balance\n89,911.2\n97,099.0\n\nF-178\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, for the periods indicated, the estimated amortization schedule for intangible assets under U.S. GAAP, on a straight line basis,\nfor the next five years.\n\n**Rupees\nin million**\n\nYear ended:\nAmount\n\nFiscal 2027\n7,187.8\n\nFiscal 2028\n7,187.8\n\nFiscal 2029\n7,187.8\n\nFiscal 2030\n7,187.8\n\nFiscal 2031\n7,187.8\n\nThereafter\n53,972.1\n\nTotal\n89,911.2\n\nThe Group has assigned\ngoodwill to reporting units. The Group tests its goodwill for impairment on an annual basis at a reporting unit level. The fair value\nof the reporting units was assessed qualitatively as per ASC topic 350-20-35-3 and determined that it was not more likely than not that\nthe fair value of the reporting units was less than their carrying amounts and the quantitative goodwill impairment test was unnecessary\nat March 31, 2026 and at March 31, 2025.\n\n**j) Employee benefits**\n\n**Gratuity**\n\nIn accordance with\nIndian regulations, the Group provides for gratuity, a defined benefit retirement plan covering all employees. The plan provides a lump\nsum payment to vested employees at retirement, death or termination of employment based on the respective employee’s salary and\nthe years of employment with the Group. The gratuity benefit provided by the Group to its employees is equal to or greater than the statutory\nminimum.\n\nIn respect of the\nparent company, the gratuity benefit is provided to the employee through a fund administered by a Board of Trustees and managed by ICICI\nPrudential Life Insurance Company Limited. The parent company is responsible for settling the gratuity obligation through contributions\nto the fund.\n\nIn respect of the\nremaining entities within the Group, the gratuity benefit is provided through annual contributions to a fund administered and managed\nby Life Insurance Corporation of India (LIC) and ICICI Prudential Life Insurance Company Limited. Under this scheme, the settlement obligation\nand contribution to be paid remains with the Group, although LIC and ICICI Prudential Life Insurance Company Limited administer the scheme.\n\nThe following table\nsets forth, for the periods indicated, the funded status of the plans and the amounts recognized in the financial statements.\n\nF-179\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n\nChange in benefit obligations\n\nProjected benefit obligations at the beginning of the year\n24,253.6\n20,940.7\n\nAdd: Adjustment for acquisition of control in ICICI Pension Fund Management Limited\n41.5\n..\n\nAdd: Adjustment for exchange fluctuation on opening obligations\n14.5\n3.6\n\nAdjusted opening obligations\n24,309.6\n20,944.3\n\nService cost\n2,835.4\n2,185.5\n\nInterest cost\n2,003.5\n1,651.5\n\nAcquisition/(Divestitures)\n48.2\n4.9\n\nBenefits paid\n(1,970.2)\n(1,802.9)\n\nUnrecognized prior service cost\n..\n..\n\nPlan amendments\n2,830.7\n..\n\nActuarial (gain)/loss on obligations\n757.6\n1,270.4\n\nProjected benefit obligations at the end of the year\n30,814.8\n24,253.6\n\n*Change in plan assets*\n\nFair value of plan assets at the beginning of the year\n23,974.4\n21,146.0\n\nAdd: Adjustment for acquisition of control in ICICI Pension Fund Management Limited\n40.9\n..\n\nAdjusted opening plan assets\n24,015.3\n21,146.0\n\nAcquisition/(Divestitures)\n48.7\n6.3\n\nActual return on plan assets\n451.3\n2,074.1\n\nEmployer contributions\n6,159.5\n2,477.7\n\nBenefits paid\n(1,912.0)\n(1,729.7)\n\nPlan assets at the end of the year\n28,762.8\n23,974.4\n\nFunded status\n(2,052.4)\n(279.5)\n\nAmount recognized, net\n(2,052.4)\n(279.5)\n\nAccumulated benefit obligation at year-end\n19,441.9\n15,203.5\n\nThe following table sets forth,\nfor the periods indicated, the components of the net gratuity cost.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nService cost\n2,835.4\n2,185.5\n1,737.8\n\nInterest cost\n2,003.5\n1,651.5\n1,345.5\n\nExpected return on plan assets\n(1,733.3)\n(1,525.8)\n(1,129.7)\n\nAmortization of prior service cost\n183.8\n(12.2)\n(9.8)\n\nAmortized actuarial (gain)/loss\n200.3\n114.6\n127.5\n\nAcquisition and divestiture (gain)/loss\n(0.4)\n(1.4)\n..\n\nExchange (gain)/loss\n14.5\n3.6\n2.4\n\nGratuity cost, net\n3,503.8\n2,415.8\n2,073.7\n\nThe discount rate\nfor the corresponding tenure of obligations for gratuity is selected by reference to local government security yield with a premium added\nto reflect the additional risk for AAA rated corporate bonds.\n\nThe following table\nsets forth, for the periods indicated, the weighted average assumptions used to determine net periodic benefit cost**.**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nDiscount rate\n7.5%\n7.7%\n7.7%\n\nRate of increase in the compensation levels\n8.0%\n8.0%\n8.0%\n\nRate of return on plan assets\n7.4%\n7.4%\n7.4%\n\nF-180\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, for the periods indicated, the weighted average assumptions used to determine benefit obligations.\n\nYear ended March 31,\n\n2026\n2025\n\nDiscount rate\n7.9%\n7.5%\n\nRate of increase in the compensation levels\n8.0%\n8.0%\n\n**Plan assets**\n\nThe Group determines\nits assumptions for the expected rate of return on plan assets based on the expected average long-term rate of return over the next 7\nto 8 years.\n\nThe following table\nsets forth, for the periods indicated, the Group’s asset allocation for gratuity by asset category based on fair values.\n\n**Rupees\nin million**\n\nAt March 31,\n\n2026\n2025\n\nAssets category\n\nInvestment in schemes of ICICI Prudential Life Insurance Company Limited\n\nGroup balance fund1\n27,603.2\n22,938.4\n\nGroup growth fund2\n2.0\n2.0\n\nGroup debt fund3\n194.4\n265.4\n\nGroup equity fund4\n157.4\n40.2\n\nGroup short-term debt fund5\n0.8\n0.6\n\n**Total investment in schemes of ICICI Prudential Life Insurance Company Limited**** **\n** ****27,957.8**** **** **\n** ****23,246.6**** **\n\nInvestment in scheme of Life Insurance Corporation of India\n503.9\n432.9\n\nTotal assets managed by external entities\n28,461.7\n23,679.5\n\nSpecial deposit with central government\n290.0\n290.0\n\nGovernment debt securities\n..\n..\n\nBalance with banks and others\n11.1\n4.9\n\nTotal\n28,762.8\n23,974.4\n\n1.Objective of the scheme is to provide a balance between long-term capital appreciation\nand current income through investment in equity as well as fixed income instruments in appropriate proportions. At March 31, 2026, investment\nin government securities, corporate bonds, money market and equity were 30.84%, 41.59%, 11.97% and 15.59% respectively.\n\n2.Objective of the scheme is to primarily generate long-term capital appreciation\nthrough investment in equity and equity related securities and complement it with current income through investment in fixed income instruments\nin appropriate proportions depending on market conditions prevalent from time to time. At March 31, 2026, investment in government securities,\ncorporate bonds, money market and equity were 17.29%, 19.75%, 10.22% and 52.74% respectively.\n\n3.Objective of the scheme is to provide accumulation of income through investment\nin various fixed income securities. The Fund seeks to provide capital appreciation while maintaining suitable balance between return,\nsafety and liquidity. At March 31, 2026, investment in government securities, corporate bonds, money market were 33.70%, 58.51%, 7.78%\nrespectively.\n\n4.Objective of the scheme is to provide long-term capital appreciation through investments\nprimarily in equity and equity-related instruments. At March 31, 2026, investment in Debt, money-market, current assets & cash were\n3.32% and equity were 96.68%.\n\n5.Objective of the scheme is to provide suitable returns through low risk investments\nin debt and money market instruments while attempting to protect the capital deployed in the fund. At March 31, 2026, investment in government\nsecurities, corporate bonds, money market were 5.30%, 30.78%, 63.93% respectively.\n\nThe following table\nsets forth, for the periods indicated, the Group’s target asset allocation for gratuity by asset category.\n\nDescription\nTarget asset allocation at March 31, 2027\nTarget asset allocation at March 31, 2026\n\nFunds managed by external entities1\n99.1%\n98.9%\n\nSpecial deposit with central government\n0.9%\n1.1%\n\nDebt securities\n0%\n0%\n\nTotal\n100%\n100%\n\n1.Targeted investment during fiscal 2027 of about 45% to 47% in Central Government securities, about 33%\nto 35% in corporate debt securities, about 1.5% to 3.5% in money market investment and about 16.5% to 18.5% in equity investment.\n\nF-181\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe plan assets primarily\nconsist of investments made in funds managed by external entities, which are primarily in equity, money market instruments and debt instruments\nin different proportions depending on the objective of schemes. The value of the plan assets in funds managed by ICICI Prudential Life\nInsurance Company Limited has been arrived at based on the net asset value per unit of individual schemes. The value of plan assets in\nthe form of investments in scheme of LIC and special deposit with the Central Government are recorded at carrying value.\n\nICICI Prudential\nLife Insurance Company Limited administers the plan fund and it independently determines the target allocation by asset category. The\ninvestment strategy is to invest in a prudent manner for providing benefits to the participants of the scheme. The strategies are targeted\nto produce a return that, when combined with the Group’s contribution to the funds will maintain the fund’s ability to meet\nall required benefit obligations. ICICI Prudential Life Insurance Company Limited functions within the regulated investment norms.\n\nLIC administers the\nplan fund and it independently determines the target allocation by asset category. The selection of investments and the asset category\nis determined by LIC. The investment strategy is to invest in a prudent manner to produce a return that will enable the fund to meet the\nrequired benefit obligations. LIC, which is owned by Government of India, functions within regulated investment norms.\n\nThe plan assets are\nmainly invested in various gratuity schemes of the insurance companies to limit the impact of individual investment. The Group’s\nentire investment of plan assets is in India and 95.1% of investment is in various gratuity schemes of ICICI Prudential Life Insurance\nCompany Limited. Insurers managing the plan assets of the Group consider operational risk, performance risk, credit risk and equity risk\nin their investment policy as part of their risk management practices.\n\nThe following table\nsets forth, the benefit expected to be paid in each of the next five fiscal years and thereafter.\n\n**Rupees\nin million**\n\nAmount\n\nExpected Group contributions to the fund during the year ending March 31, 2027\n4,742.3\n\nExpected benefit payments from the fund during year ending March 31,\n\n2027\n4,223.3\n\n2028\n4,529.3\n\n2029\n4,797.0\n\n2030\n4,994.7\n\n2031\n5,104.9\n\nThereafter upto 10 years\n25,809.3\n\nThe expected benefits\nare based on the same assumptions as used to measure the Group’s benefit obligation at March 31, 2026.\n\n**Pension**\n\nThe Group provides\nfor pension, a deferred retirement plan covering certain employees. The plan provides for a pension payment on a monthly basis to these\nemployees on their retirement based on the respective employee’s salary and years of employment with the Group. Employees covered\nby the pension plan are not eligible for benefits under the provident fund plan. The pension plan pertained\n\nF-182\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nto the employees of erstwhile Bank of\nMadura, erstwhile Sangli Bank and erstwhile Bank of Rajasthan which were acquired with effect from March 2001, April 2007 and August 2010\nrespectively. The Group makes contribution to a trust which administers the funds on its own account or through insurance companies.\n\nThe following table\nsets forth, for the periods indicated, the funded status of the plan and the amounts recognized in the financial statements.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n\nChange in benefit obligations\n\nProjected benefit obligations at beginning of the year\n17,541.8\n16,992.0\n\nService cost\n64.6\n77.4\n\nInterest cost\n1,278.2\n1,276.0\n\nLiability extinguished on settlement\n(1,050.9)\n(1,225.9)\n\nBenefits paid\n(37.9)\n(48.9)\n\nPlan Amendments\n..\n..\n\nActuarial (gain)/loss on obligations\n(357.2)\n471.2\n\nProjected benefit obligations at the end of the year\n17,438.6\n17,541.8\n\nChange in plan assets\n\nFair value of plan assets at beginning of the year\n18,429.7\n17,921.4\n\nActual return on plan assets\n658.2\n1,603.5\n\nAssets distributed on settlement\n(1,236.3)\n(1,442.2)\n\nEmployer contributions\n1,310.6\n395.9\n\nBenefits paid\n(37.9)\n(48.9)\n\nPlan assets at the end of the year\n19,124.3\n18,429.7\n\nFunded status\n1,685.6\n887.9\n\nNet amount recognized\n1,685.6\n887.9\n\nAccumulated benefit obligation at year end\n17,038.0\n16,540.4\n\nThe following table sets forth,\nfor the periods indicated, the components of the net pension cost.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nService cost\n64.6\n77.4\n108.2\n\nInterest cost\n1,278.2\n1,276.0\n1,321.4\n\nAmortisation of prior service (credit)/cost\n61.4\n61.4\n-\n\nExpected return on assets\n(1,363.5)\n(1,329.9)\n(1,361.0)\n\nCurtailment and settlement (gain)/loss\n185.4\n216.3\n237.5\n\nActuarial (gain)/loss\n622.5\n760.9\n1,174.8\n\nNet pension cost\n848.6\n1,062.2\n1,480.9\n\nThe discount rate\nfor the corresponding tenure of obligations for pension is selected by reference to government security yield with a premium added to\nreflect the additional risk corresponding to AAA rated corporate bonds.\n\nThe following table\nsets forth, for the periods indicated, the weighted average assumptions used to determine net periodic benefit cost.\n\nF-183\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nDiscount rate\n7.5%\n7.7%\n7.8%\n\nRate of increase in the compensation levels\n\nOn basic pay\n1.5%\n1.5%\n1.5%\n\nOn dearness relief\n8.0%\n8.0%\n8.0%\n\nRate of return on plan assets\n7.5%\n7.5%\n7.5%\n\nPension increases (applicable on basic pension)\n8.0%\n8.0%\n8.0%\n\nThe following table\nsets forth, for the periods indicated, the weighted average assumptions used to determine benefit obligations.\n\nYear ended March 31,\n\n2026\n2025\n\nDiscount rate\n7.5%\n7.5%\n\nRate of increase in the compensation levels\n\nOn basic pay\n1.5%\n1.5%\n\nOn dearness relief\n8.0%\n8.0%\n\nPension increases (applicable on basic pension)\n8.0%\n8.0%\n\nThe compensation\nescalation rate eligible for pension was determined at the time of acquisition and the same escalation rate is consistently considered\nfor computation of benefit obligations and periodic cost.\n\n**Plan Assets**\n\nThe Group determines\nits assumptions for the expected rate of return on plan assets based on the expected average long-term rate of return over the next 7\nto 8 years.\n\nThe following table\nsets forth, for the periods indicated, the Group’s asset allocation and target asset allocation for pension by asset category based\non fair values.\n\n**Rupees\nin million**\n\n**Asset category**\n\n**Fair\nvalue at March 31, 2026**\n\n**Fair\nvalue at March 31, 2025**\n\nTarget asset allocation at March 31, 2027\nTarget asset allocation at March 31, 2026\n\nGovernment debt securities\n8,748.9\n8,146.6\n46%\n44%\n\nCorporate debt securities\n7,391.6\n7,759.7\n39%\n42%\n\nEquity securities\n1,902.8\n1,851.4\n10%\n10%\n\nBalance with banks and others\n1,080.9\n671.9\n5%\n4%\n\nTotal\n19,124.2\n18,429.6\n100%\n100%\n\nThe valuation of\nthe government and corporate securities is derived using Level 2 inputs.\n\nThe Group’s\nentire investment of plan assets are in India and invested in government securities, corporate bonds, equity securities and equity traded\nfunds. Trustees manage the plan assets of the Group by investing in above securities as per the investment pattern and guidelines prescribed\nunder the Indian income tax law. Securities are purchased after considering credit rating, comparative yields and tenure of investment.\n\nF-184\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, the benefit expected to be paid in each of the next five fiscal years and thereafter.\n\n**Rupees\nin million**\n\nAmount\n\nExpected Group contributions to the fund during the year ending March 31, 2027\n400.0\n\nExpected benefit payments from the fund during the year ending March 31,\n\n2027\n853.1\n\n2028\n704.8\n\n2029\n874.2\n\n2030\n1,049.1\n\n2031\n1,198.3\n\nThereafter upto 10 years\n7,795.9\n\nThe expected benefits\nare based on the same assumption as used to measure the Group’s benefit obligation at March 31, 2026.\n\n**k) Lease**\n\n**The Group as lessee**\n\nThe Group has entered\ninto lease arrangements primarily for the real estate office premises and for certain equipment used for the business purposes. For these\nlease arrangements, the Group is required to make fixed lease payments adjusted for escalation clauses for certain lease arrangements,\nexcept for certain assets where the variable lease payments are being made by the Group. The variable lease payments are determined primarily\nbased on the usage of the asset by the Group. None of these lease arrangements impose any restriction on the Group in relation to dividend\npayments or incurring any additional financial obligations. The group has elected not to separate the lease and non-lease components of\nthese arrangements.\n\n**Operating lease**\n\nOperating lease liabilities\nand right of use assets are recognized at the lease commencement date based on the present value of the future minimum lease payments\nover the lease term. The future lease payments are discounted at a rate that represents the incremental borrowing rate for financing instruments\nof a similar term and are included in accounts payable and other liabilities. The operating lease right of use asset, included in premises\nand equipment, also includes any lease prepayments made, plus initial direct costs incurred, less any lease incentives received. Rental\nexpense associated with operating leases is recognized on a straight-line basis over the lease term, and is included in the consolidated\nstatements of income. The following table sets forth, the information related to the Group’s operating leases.\n\n**Rupees\nin million**\n\nYear ended March 31, 2026\nYear ended March 31, 2025\n\nRight-of-use assets at year end\n78,238.0\n66,866.2\n\nLease liability at year end\n86,325.6\n73,472.7\n\nCash paid for amounts included in the measurement of lease liabilities – operating cashflows from operating lease\n16,652.8\n14,512.3\n\nNon-cash investing and financing activities – additions to right-of-use asset obtained from new operating lease liabilities\n\n27,507.0\n18,238.7\n\nWeighted average remaining lease term (in years)\n8.2 years\n8.2 years\n\nWeighted average discounting rate (in %)\n6.7%\n6.8%\n\nF-185\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, the future payments under operating leases as of March 31, 2026.\n\n**Rupees\nin million**\n\nYear ended March 31, 2026\n\nFiscal 2027\n16,559.8\n\nFiscal 2028\n15,738.4\n\nFiscal 2029\n14,357.2\n\nFiscal 2030\n13,231.3\n\nFiscal 2031\n11,688.2\n\nAfter Fiscal 2031\n43,526.8\n\nTotal Lease payments\n115,101.7\n\nLess: Imputed interest\n28,776.1\n\nLease liabilities at March 31, 2026\n86,325.6\n\nThe Group does not\nhave any other significant future commitments at the end of fiscal 2026.\n\n**Finance lease**\n\nFinance lease liabilities\nand right of use assets are recognized at the lease commencement date based on the present value of the future minimum lease payments\nover the lease term. The future lease payments are discounted at a rate that represents the implicit rate in the lease. Rental expense\nassociated with finance leases is recognized on a straight-line basis over the lease term, and is included in the consolidated statements\nof income. The following tables provide information related to the Bank’s finance leases:\n\n**Rupees\nin million**\n\nYear ended March 31, 2026\nYear ended March 31, 2025\n\nRight-of-use assets at year end\n2,072.5\n1,268.3\n\nLease liability at year end\n2,162.8\n1,252.8\n\nCash paid for amounts included in the measurement of lease liabilities\n\na. finance cashflows from finance lease\n336.4\n352.7\n\nb. operating cashflows from finance lease\n137.5\n105.8\n\nNon-cash investing and financing activities – additions to right-of-use asset obtained from new finance lease liabilities\n1,785.2\n1,220.3\n\nWeighted average remaining lease term (in years)\n6.9 years\n6.9 years\n\nWeighted average discounting rate (in %)\n8.8%\n7.6%\n\nThe following table sets forth,\nthe future payments under finance leases as of March 31, 2026.\n\n**Rupees\nin million**\n\nYear ended March 31, 2026\n\nFiscal 2027\n564.1\n\nFiscal 2028\n452.1\n\nFiscal 2029\n402.9\n\nFiscal 2030\n388.3\n\nFiscal 2031\n388.1\n\nAfter Fiscal 2031\n599.2\n\nTotal Lease payments\n2,794.7\n\nLess: Imputed interest\n631.9\n\nLease liabilities at March 31, 2026\n2,162.8\n\nF-186\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Lease cost**\n\nThe Group’s lease cost\nrecognized in profit and loss account during the fiscal year is as below.\n\n**Rupees\nin million**\n\nYear ended March 31, 2026\nYear ended March 31, 2025\n\nFinance lease cost\n\nAmortisation of right-to-use assets\n355.8\n346.9\n\nInterest on lease liabilities\n142.2\n113.7\n\nOperating lease cost\n17,582.6\n15,275.3\n\nShort-term lease cost\n..\n..\n\nVariable lease cost\n136.6\n188.8\n\nLess: Sublease income\n..\n..\n\nTotal lease cost\n18,217.2\n15,924.7\n\n**l) Income taxes**\n\n**Components of deferred tax\nbalances**\n\nThe following table\nsets forth, for the periods indicated, components of the deferred tax balances.\n\n**Rupees\nin million**\n\nAt March 31,\n\n2026\n2025\n\nDeferred tax assets\n\nAllowance for credit losses\n100,050.2\n102,116.1\n\nDebt and equity securities\n169.4\n..\n\nBusiness and capital loss carry forwards\n6,996.2\n8,716.2\n\nInvestments in affiliates\n24,718.5\n26,911.6\n\nLease liability\n21,743.7\n18,510.2\n\nOther liabilities and provisions\n8,982.8\n8,088.7\n\nOthers\n1,241.1\n1,198.5\n\nTotal deferred tax assets\n163,901.9\n165,541.3\n\nValuation allowance\n(1,003.3)\n(1,058.9)\n\nTotal deferred tax assets (net of valuation allowance)\n162,898.6\n164,482.4\n\nDeferred tax liabilities\n\nDebt and equity securities\n(450.2)\n(24,026.3)\n\nProperty, plant and equipment\n(7,378.2)\n(6,936.5)\n\nInvestments in branches, subsidiaries and affiliates\n(7,562.0)\n(6,813.3)\n\nAmortization of fees and costs\n(17,528.8)\n(15,170.1)\n\nIntangible assets\n(22,620.2)\n(24,239.2)\n\nNon-banking assets\n(7,263.5)\n(8,015.4)\n\nRight to use assets\n(19,700.9)\n(16,839.4)\n\nReserve for unexpired risk\n(1,416.9)\n(945.4)\n\nOthers\n(6,656.5)\n(6,173.7)\n\nTotal deferred tax liabilities\n(90,577.2)\n(109,159.3)\n\nNet deferred tax assets\n72,321.4\n55,323.1\n\nF-187\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nIn assessing the\nrealizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred\ntax assets will not be realized. The ultimate realization of the deferred tax assets is dependent on the generation of future taxable\nincome during the periods in which the temporary differences become deductible. Management considers carryback availability, the scheduled\nreversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. Based on\nthe level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are\ndeductible, management believes that it is more likely than not that the Group will realize the benefits of its deferred tax assets, net\nof the existing valuation allowances, at March 31, 2026 and 2025. The amount of deferred tax assets considered realizable, however could\nbe reduced in the near term if estimates of future taxable income are reduced.\n\nThe Indian statutory income tax rate, including surcharge and cess\nwas 25.17% for the year ended March 31, 2026, 2025 and 2024\n\nF-188\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Reconciliation of income tax expense**\n\nThe following table\nsets forth, for the periods indicated, a reconciliation of expected income tax expense applicable on Income/(loss) before income\ntax expense and share of profit in associates from continuing operations at the Indian statutory income tax rate, the income tax\nrate in our country of domicile, to reported income tax expense/(benefit).\n\n** Rupees\nin million**\n\nYear ended\nMarch 31,\n\n2026\n2025\n2024\n\nIncome Tax expense/ (benefit)\nPercentage\nIncome Tax expense/ (benefit)\nPercentage\nIncome Tax expense/ (benefit)\nPercentage\n\nIncome tax expense/(benefit) at the statutory income tax rate\n193,817.9\n25.17%\n178,411.5\n25.17%\n192,379.1\n25.17%\n\nIncreases/reductions) in income taxes on account\nof:\n\n**a.**\n\nForeign\ntax effects ****\n\n(5,562.7)\n(0.72%)\n(4,659.2)\n(0.66%)\n(4,133.2)\n(0.54%)\n\n**b.**\n\nCross\nborder tax laws\n\n8,273.1\n1.07%\n6,093.6\n0.86%\n5,022.7\n0.66%\n\n**c.**\n\nTax\ncredit\n\n(2,794.9)\n(0.36%)\n(1,586.6)\n(0.22%)\n(1,272.4)\n(0.17%)\n\n**d.**\n\nNontaxable\nor nondeductible items\n\nExempt interest and dividend income\n(96.5)\n(0.01%)\n(205.5)\n(0.03%)\n(797.3)\n(0.10%)\n\nExpenses disallowed for income tax purposes\n4,932.9\n0.64%\n4,079.6\n0.58%\n3,451.2\n0.45%\n\nGain on acquisition of control in ICICI Lombard\n..\n..\n..\n..\n(35,278.9)\n(4.62%)\n\n**e.**\n\nChanges\nin statutory tax rate\n\n..\n..\n(138.8)\n(0.02%)\n..\n0.00%\n\n**f.**\n\nChange\nin valuation allowance\n\n(55.6)\n(0.01%)\n(1,112.9)\n(0.16%)\n(1,381.5)\n(0.18%)\n\n**g. **\n\nOther\nreconciling items\n\nSpecial\ndeductions for appropriation to a Special Reserve\n\n(8,474.4)\n(1.10%)\n(7,968.1)\n(1.12%)\n(7,793.9)\n(1.02%)\n\nIncome charged at rates other than statutory tax rate\n(1,962.4)\n(0.25%)\n(84.6)\n(0.01%)\n(2,852.4)\n(0.37%)\n\nAdjustment of deferred taxes upon consolidation of ICICI Lombard\n\n..\n\n..\n\n..\n0.00%\n(7,356.3)\n(0.96%)\n\nIncome tax on investment in affiliates\n2,293.1\n0.30%\n(3,657.6)\n(0.52%)\n2,881.8\n0.38%\n\nOthers\n(4,326.5)\n(0.57%)\n(4,466.0)\n(0.64%)\n(7,367.2)\n(0.97%)\n\nIncome tax expense/(benefit)\nreported\n186,044.0\n24.16%\n164,705.5\n23.23%\n135,501.7\n17.73%\n\nF-189\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, for\nthe periods indicated, the components of Income/(loss) before income taxes expense and share of profit in associates from continuing operations\nand income tax expense.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nIncome /(loss) before income tax expense and share of profit in associates from continuing operations\n\nIn India\n733,094.8\n675,681.7\n734,600.7\n\nOutside India1\n37,001.7\n33,200.6\n29,779.1\n\nTotal\n770,096.5\n708,882.3\n764,379.8\n\nCurrent tax expense\n\nIn India\n181,708.1\n170,055.6\n132,989.2\n\nOutside India1\n3,355.7\n3,401.4\n3,246.0\n\nTotal\n185,063.8\n173,457.0\n136,235.2\n\nDeferred tax (benefit)/expense\n\nIn India\n575.1\n(9,033.0)\n(818.8)\n\nOutside India1\n405.1\n281.5\n85.3\n\nTotal\n980.2\n(8,751.5)\n(733.5)\n\nTotal income tax expense/(benefit) reported\n\nIn India\n182,283.2\n161,022.6\n132,170.4\n\nOutside India1\n3,760.8\n3,682.9\n3,331.3\n\nTotal\n186,044.0\n164,705.5\n135,501.7\n\n1. Including overseas branches of the Bank\n\nF-190\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table sets forth, the details of the income taxes paid\nas per cashflow statements\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nIncome taxes paid in domestic locations\n161,840.0\n177,429.4\n130,333.4\n\nIncome taxes paid in overseas locations\n3,639.5\n3,735.2\n3,102.6\n\nTotal income taxes paid\n165,479.5\n181,164.6\n133,436.0\n\nThe following table sets forth, the details of the amount and expiration\ndates of operating loss carry forwards at March 31, 2026.\n\n**Rupees\nin million**\n\nExpiry period\nBank\nSubsidiaries\nOverseas branches\n\nCapital loss carry forwards\n\nApril 1, 2026 to March 31, 2031\n18,126.7\n88.1\n..\n\nApril 1, 2031 to March 31, 2032\n356.3\n..\n..\n\nTotal capital loss carry forwards\n18,483.0\n88.1\n\n**..**\n\nBusiness loss carry forwards\n\nApril 1, 2026 to March 31, 2031\n..\n1,234.9\n69.4\n\nApril 1, 2031 to March 31, 2036\n..\n114.6\n1,125.8\n\nApril 1, 2036 to March 31, 2039\n..\n30.8\n2,930.9\n\nIndefinite period\n..\n2.5\n9,558.7\n\nTotal business loss carry forwards\n\n**..**\n\n1,382.8\n13,684.8\n\n**Accounting for uncertainty in income taxes**\n\nThe Group has a policy\nto include interest and penalties on income taxes, if any, within interest expense or income and income tax expense respectively. However,\nno interest expense has been recognized in view of the adequate income taxes paid by the Group. No penalties have been accrued as of March\n31, 2026 and 2025 as the Group believes that the tax positions taken have met the minimum statutory requirements to avoid payment of penalties.\n\nThe Group has recognized\nincome with respect to interest accrued or received on tax refunds due to the Group against favourable orders received from tax authorities\namounting to Rs. 7,266.6 million, Rs. 2,034.1 million and Rs. 2,697.4 million during the year ended March 31, 2026, 2025 and 2024 respectively.\nFurther, the Group does not recognize the interest income accrued on advance income taxes paid against various income tax matters until\nthe related matter is resolved with the taxing authority. Unrecognized interest on such advance income taxes paid is Rs. 6,930.3 million,\n13,219.7 million and Rs. 12,244.6 million at March 31, 2026, 2025 and 2024 respectively.\n\nF-191\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, for the periods indicated, a reconciliation of the beginning and ending amount of unrecognized tax benefits.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nBeginning balance\n56,192.1\n47,451.0\n40,142.8\n\nIncreases related to current year tax positions\n10,821.6\n10,343.5\n7,314.9\n\nDecreases related to prior year tax positions\n(286.1)\n(1,602.4)\n(6.7)\n\nEnding balance\n66,727.6\n56,192.1\n47,451.0\n\nThe Group’s\ntotal unrecognized tax benefits, if recognized, would reduce income tax expense, as applicable, and thereby would affect the Group’s\neffective tax rate.\n\nThe Group’s\nmajor tax jurisdiction is India and the assessments are not yet completed from fiscal 2024. However, appeals filed by the Group are pending\nwith various local tax authorities in India from fiscal 1992 onwards.\n\n**m) Earnings per\nshare**\n\nBasic earnings per\nshare is net income per weighted average equity shares. Diluted earnings per share reflects the effect that existing options would have\non the basic earnings per share if they were to be exercised, by increasing the number of equity shares.\n\nThe basic and diluted\nearnings per share under U.S. GAAP differs to the extent that income under U.S. GAAP differs.\n\nThe following table\nsets forth, for the periods indicated, the computation of earnings per share as per U.S. GAAP.\n\n**Rupees\nin million, except per share data**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nBasic\nDiluted\nBasic\nDiluted\nBasic\nDiluted\n\nEarnings\n\nNet income attributable to ICICI Bank stockholders (before dilutive impact)\n560,374.7\n560,374.7\n513,543.0\n513,543.0\n613,763.5\n613,763.5\n\nContingent issuances of subsidiaries/equity affiliates\n..\n(255.5)\n..\n(548.4)\n..\n(1,170.5)\n\n** **** **\n** ****560,374.7**** **** **\n** ****560,119.2**** **** **\n** ****513,543.0**** **** **\n** ****512,994.6**** **** **\n** ****613,763.5**** **** **\n** ****612,593.0**** **\n\nCommon stock\n\nWeighted-average common stock outstanding\n7,142.8\n7,142.8\n7,047.5\n7,047.5\n7,003.9\n7,003.9\n\nDilutive effect of employee stock options\n..\n104.1\n..\n119.7\n..\n128.2\n\nTotal\n7,142.8\n7,246.9\n7,047.5\n7,167.3\n7,003.9\n7,132.2\n\nEarnings per share (Rs.)\n78.45\n77.29\n72.87\n71.57\n87.63\n85.89\n\nF-192\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**n) Comprehensive\nincome**\n\nThe following table sets forth,\nfor the periods indicated, details of comprehensive income.\n\n**Rupees\nin million**\n\nYear ended March 31,\n\n2026\n2025\n2024\n\nNet income/(loss) (net of tax) excluding non-controlling interest\n560,374.7\n513,543.0\n613,763.5\n\nOther Comprehensive Income:\n\nNet unrealized gain/(loss) on securities, net of realization & others (net of tax)1\n(58,642.9)\n61,357.5\n29,597.6\n\nTranslation adjustments (net of tax)2\n11,135.8\n1,097.6\n3,198.1\n\nEmployee accounting for deferred benefit pensions and other post retirement benefits (net of tax)3\n(2,875.8)\n61.1\n819.3\n\nComprehensive income attributable to ICICI Bank stockholders\n509,991.8\n576,059.2\n647,378.5\n\nComprehensive income attributable to non-controlling interests\n18,832.6\n34,264.0\n15,382.1\n\nTotal comprehensive income\n528,824.4\n610,323.2\n662,760.6\n\n1.Net of tax effect of Rs. (21,668.1) million, Rs. 22,540.3 million and Rs. 9,914.7\nmillion for the year ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively. The share of non-controlling interest amounted\nto Rs. (5,427.8) million with tax effect of Rs. (1,366.1) million for the year ended March 31, 2026. (For year ended March 31, 2025: Rs.\n3,306.7 million, tax effect of Rs. 832.2 million; For year ended March 31, 2024: Rs 106.6 million, tax effect of Rs. 26.8 million). Accordingly\nfor the year ended March 31, 2026, including share of non-controlling interest the total net unrealized gain/(loss) on securities, net\nof realization and others (net of tax) amounts to Rs. (64,070.7) million with tax effect of Rs. (23,034.2) million (For year ended March\n31, 2025: Rs. 64,662.2 million, tax effect of Rs. 23,372.5 million; for the year ended March 31, 2024: Rs. 29,704.2 million, tax effect\nof Rs. 9,941.5 million.)\n\n2.Net of tax effect of Rs. 2,386.1 million, Rs. 394.8 million and Rs. 1,016.9\nmillion for the year ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively. The share of non-controlling interest\namounted to Nil for the year ended March 31, 2026, March 31, 2025 and March 31, 2024. Accordingly, for the year ended March 31,\n2026, including share of non-controlling interest, the translation adjustments (net of tax) amounted to Rs. 11,135.8 million with\ntax effect Rs. 2,386.1 million (For the year ended March 31, 2025: Rs. 1,097.6 million, tax effect: Rs. 394.8 million; for the year\nended March 31, 2024: Rs. 3,198.1 million, tax effect: Rs. 1,016.9 million)\n\n3.Net of tax effect of Rs. (1,048.1) million, Rs. 1.3 million and Rs. 274.9\nmillion for the year ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively. The share of non-controlling interest\namounted to Rs. (234.7) million with tax effect of Rs. (59.1) million for the year ended March 31, 2026. (For year ended March 31,\n2025: Rs. (57.2) million, tax effect of Rs. (14.4) million; For year ended March 31, 2024: Rs (2.2) million, tax effect of Rs. (0.5)\nmillion). Accordingly, for the year ended March 31, 2026, including share of non-controlling interest, Employee accounting for\ndeferred benefit pensions and other post retirement benefits (net of tax) amounted to Rs. (3,110.5) million with tax effect of Rs.\n(1,107.2) million (For the year ended March 31, 2025: Rs. 3.9 million, tax effect of Rs. (13.1) million; For the year ended March\n31, 2024: Rs. 817.1 million, tax effect: Rs. 274.4 million)\n\n4.Under U.S. GAAP, the tax effects on components of other comprehensive income are\nreclassified to income statement at the time of reclassification of components of other comprehensive income at each security level.\n\n**o) Guarantees**\n\nAs a part of its\nproject financing and commercial banking activities, the Group has issued guarantees to enhance the credit standing of its customers.\nThese generally represent irrevocable assurances that the Group will make payments in the event that the customer fails to fulfill its\nfinancial or performance obligations. Financial guarantees are obligations to pay a third party beneficiary where a customer fails to\nmake payment towards a specified financial obligation. Performance guarantees are obligations to pay a third party beneficiary where a\ncustomer fails to perform a non-financial contractual obligation. The guarantees are generally for a period not exceeding 10 years.\n\nThe credit risks\nassociated with these products, as well as the operating risks, are similar to those relating to other types of financial instruments.\nThe current carrying amount of the liability for the Group’s obligations under the guarantees at March 31, 2026, amounted to Rs.\n13,407.4 million (March 31, 2025: Rs. 10,732.1 million).\n\nF-193\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\nThe following table\nsets forth, the details of guarantees outstanding at March 31, 2026.\n\n**Rupees\nin million**\n\nNature of guarantee\nMaximum potential amount of future payments under guarantee\n\n**Less than**\n\n**1 year**\n\n1 - 3 years\n3 - 5 years\nOver 5 years\nTotal\n\nFinancial guarantees\n909,438.9\n339,230.5\n44,755.2\n9,764.2\n1,303,188.8\n\nPerformance guarantees\n554,431.3\n588,502.9\n114,824.5\n38,012.7\n1,295,771.4\n\nTotal guarantees\n1,463,870.2\n927,733.4\n159,579.7\n47,776.9\n2,598,960.2\n\n1.outflow mentioned above are on the basis of expiry date of bank guarantee\n\nThe following table sets forth, the details of guarantees\noutstanding at March 31, 2025.\n\n**Rupees\nin million**\n\nNature of guarantee\nMaximum potential amount of future payments under guarantee\n\n**Less than**\n\n**1 year**\n\n1 - 3 years\n3 - 5 years\nOver 5 years\nTotal\n\nFinancial guarantees\n795,795.4\n252,593.2\n50,118.4\n20,405.4\n1,118,912.4\n\nPerformance guarantees\n464,854.4\n494,490.3\n99,330.0\n28,979.7\n1,087,654.4\n\nTotal guarantees\n1,260,649.8\n747,083.5\n149,448.4\n49,385.1\n2,206,566.8\n\n1.outflow mentioned above are on the basis of expiry date of bank guarantee\n\nThe Group has collateral\navailable to reimburse potential losses on its guarantees. At March 31, 2026, margins in the form of cash and fixed deposit available\nto the Group to reimburse losses realized under guarantees amounted to Rs. 486,287.9 million (March 31, 2025: Rs. 424,867.0 million).\nOther property or security may also be available to the Group to cover losses under these guarantees.\n\n**Performance risk**\n\nFor each corporate borrower,\na credit rating is assigned at the time the exposure is being evaluated for approval and the rating is reviewed periodically thereafter.\nAt the time of assigning a credit rating, the possibility of non-performance or non-payment is evaluated. Additionally, an assessment\nof the borrower's capacity to repay obligations in the event of invocation is also evaluated. Thus, a comprehensive risk assessment is\nundertaken at the time of sanctioning such exposures and reviewed periodically thereafter.\n\nF-194\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**23.****Regulatory matters**\n\n*Statutory liquidity requirement*\n\nIn accordance with the Banking\nRegulation Act, 1949, the Bank is required to maintain a specified percentage of its net demand and time liabilities by way of liquid\nunencumbered assets like cash, gold and approved securities. The amount of securities at March 31, 2026 was Rs. 3,079,468.1 million (March\n31, 2025: Rs. 2,733,361.3 million), and the Bank complied with the requirement throughout the year.\n\n*Capital Adequacy*\n\nThe Bank is subject to Basel\nIII capital adequacy guidelines stipulated by the Reserve Bank of India with effect from April 1, 2013. As per the guidelines, the Tier-1\ncapital is made up of Common Equity Tier-1 and additional Tier-1.\n\nAt March 31, 2026, the Bank\nwas required to maintain minimum Common Equity Tier-1 capital ratio of 8.20%, minimum Tier-1 capital ratio of 9.70% and minimum total\ncapital ratio of 11.70%. The minimum total capital requirement includes capital conservation buffer of 2.50% and additional Common Equity\nTier-1 capital surcharge of 0.20% on account of the Bank being designated as a Domestic Systemically Important Bank. Under Pillar 1 of\nthe Reserve Bank of India guidelines on Basel III, the Bank follows the standardized approach for measurement of credit risk, standardized\nduration method for measurement of market risk and basic indicator approach for measurement of operational risk.\n\nF-195\n\n[Table of Contents](#a_050)\n\nICICI Bank Limited and subsidiaries\n\n**Schedules forming part of the Consolidated Financial Statements**\n\n**Unconsolidated capital\nadequacy position**\n\nThe following table sets forth,\nat the dates indicated, regulatory capital, risk-weighted assets and risk-based capital ratios computed in accordance with the Reserve\nBank of India’s Basel III guidelines and based on the Bank’s unconsolidated financial statements prepared in accordance with\nIndian GAAP.\n\n**Rupees in million, except\npercentages**\n\n**At March 31, 2026(1)**\n\n**At March 31, 2025(1)**\n\nTier 1 capital\n2,978,177.6\n2,567,375.0\n\nOf which: Common equity Tier 1 capital\n2,978,177.6\n2,567,375.0\n\nTier 2 capital\n152,155.2\n99,245.9\n\nTotal capital\n3,130,332.8\n2,666,620.9\n\nCredit risk: risk-weighted assets\n15,968,833.7\n13,986,922.8\n\nMarket risk: risk-weighted assets\n445,248.2\n592,583.8\n\nOperational risk: risk-weighted assets\n1,803,169.0\n1,531,537.3\n\nTotal risk-weighted assets\n18,217,250.9\n16,111,043.9\n\nCommon equity Tier 1 risk-based capital ratio\n16.4%\n16.0%\n\nTier 1 risk-based capital ratio\n16.4%\n16.0%\n\nTier 2 risk-based capital ratio\n0.8%\n0.6%\n\nTotal risk-based capital ratio\n17.2%\n16.6%\n\n(1)Post appropriation of proposed dividend\n\n**For and on behalf of Board\nof Directors**\n\n**/s/ Sandeep Bakhshi**\n\nManaging Director &\nCEO\n\n**/s/ Sandeep Batra**\n\nExecutive Director\n\n**/s/ Anindya Banerjee**\n\nGroup Chief Financial\nOfficer\n\n**/s/ Prachiti Lalingkar**\n\nCompany Secretary\n\n**/s/ Laxminarayan Achar**\n\nChief Accountant\n\n**Mumbai**\n\n**July 20, 2026**\n\nF-196"}