The Directors are pleased to present the Thirtieth Annual
Report of ICICI Securities Limited (‘the Company') along
with the audited financial statements for the financial year
ended at March 31, 2025.

INDUSTRY OVERVIEW

Fiscal 2025 witnessed general elections coupled
with extreme weather conditions with heat waves in
Q1-FY2025 and floods in several states during monsoons
which impacted aggregate demand resulting in lower
capex during the first half of the year. Consequently, during
Q3-FY2025, India's Gross Domestic Product ('GDP') for
fiscal 2025 was revised downward from 7.2% to 6.4% by
RBI. Inflation as measured by the Consumer Price Index
(CPI) settled at the mid-range of the RBI's 2%-6% target
range towards the end of fiscal 2025.

India remains the largest recipient of remittances globally
in 2024 with an estimated inflow of USD 129.1 billion
according to the World Bank. India's foreign exchange
reserves at around USD 640 billion provide an import cover
of over 10 months. The Indian Rupee after depreciating in
line with global currencies against the US Dollar during
fiscal 2025 has begun to stabilize around the 86 level.

The equity markets which remained volatile during
FY2025 saw a relatively lower return of ~5% with almost
all the gains in H1-FY2025 erased amid concerns over
global growth as well as some softness in overall growth

domestically. The volatility in the equity markets has
impacted growth momentum in both cash and derivatives
segment, though retail cash segment is up ~36% Y-o-Y in
Average Daily Turnover ('ADTO') whereas retail derivatives
(option premium and future turnover) has witnessed
growth of ~10% Y-o-Y in ADTO. Customer accretion (in
absolute terms) continued to remain steady on Y-o-Y basis.

Outlook

With election related uncertainties largely over, investment
rate is likely to pick up going ahead driven by private and
central government capex. Positive catalysts, such as
favourable growth inflation dynamics of India (~6%-7%
sustainable GDP growth with comfortable inflation of
sub ~5%) continues to present Indian equity as superior
proposition in this global backdrop. While H1-FY2026 could
remain volatile amidst the uncertainty on tariffs, we expect
markets to eventually follow the relative outperformance of
domestic macroeconomic and earnings, and thus, witness
a resilient performance.

Company overview

ICICI Securities Limited is one of India's leading financial
service company and operates across capital market
segments including retail and institutional equity, financial
product distribution, private wealth management and
investment banking. The Company services its customers,
comprising retail investors, High Net Worth Individuals

Ý li !

(‘HNIs') and Ultra HNIs, who together hold assets worth
^ 7.7 trillion (assets of our clients including equity demat
assets maintained with ICICI Bank Limited and excluding
promoter holding) by providing research, access to markets
as well as distributing financial products. The Company
also serves its institutional clients comprising corporates
and financial institutions, by offering a range of services.

ICICI Securities Limited operates www.icicidirect.com,
leading financial services platform, and has a physical
presence in 65 cities in India through its branch network
of 130 branches and has offices of its wholly-owned
subsidiary in US and Singapore.

FINANCIAL HIGHLIGHTS

The table below summarises the key financials of your Company for FY2025:

Note: Figures in parenthesis are negative
APPROPRIATIONS

Your Company has ^ 53,890.2 million available fo
appropriation, comprising total comprehensive income o
^ 19,235.5 million for FY2025 and balance of ^ 34,654.7
million brought forward from the previous financial year.

An appropriation of ^ 5,497.1 million towards dividend has
been approved by the Board resulting in profit of ^ 48,393.1
million being the surplus carried forward. Your Company
does not propose any transfer to reserves.

The Board has recommended final dividend of ^ 24 per
equity share (480%) for FY2025.

The recommendation of final dividend would result in
dividend pay-out ratio of 30% of the standalone profits.
The dividend proposal takes into account various factors
laid out in Dividend Distribution Policy, including the
capital requirement of the Business and is in accordance
with the Board approved Dividend Distribution Policy.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE
INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

In terms of the provisions of Section 124 of the Companies
Act, 2013 (‘the Act') and the rules made thereunder, the
provisions of IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (‘IEPF Rules') and other applicable
provisions, all monies remaining unpaid or unclaimed for a
period of seven years from the date of transfer to unpaid/
unclaimed dividend account are required to be transferred
to IEPF.

Pursuant to the provisions of Rule 7 of IEPF Rules, Raju
Nanwani, Company Secretary of the Company is the
Nodal Officer for the purposes of verification of claims
and co-ordination with IEPF Authority under IEPF Rules.
Further, Siddhanth Nimbalkar, Assistant Vice President,
Secretarial is the Deputy Nodal Officer to assist the Nodal
Officer in connection with the verification of claims and
for co-ordination with IEPF Authority. The said details can
be viewed at:

https://www.icicisecurities.com/Upload/
ArticleAttachments/Details of Nodal Deputy Nodal
officer of the Company for coordination with IEPF.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

At March 31, 2025, the Company has two subsidiaries
(including step-down subsidiary) and has no associate
and joint venture companies. The subsidiaries are: l

a. ICICI Securities Holdings, Inc.; and

b. ICICI Securities, Inc. (subsidiary of ICICI Securities
Holdings, Inc.).

During FY2025, no Company has become or ceased to
be Subsidiary, Joint Venture or Associate Company of the
Company.

A separate statement containing the salient features of
the financial statements of the subsidiaries required to be
disclosed under Form AOC-1 is enclosed as Annexure A
to this Report.

Our Board oversees our risk management and has
constituted a Risk Management Committee, which frames
and reviews risk management policies and controls. A
comprehensive system for risk management and internal
controls for all our businesses has been established to
manage the risks we are exposed to. The objective of our
risk management framework is to ensure that various
risks are identified, measured and mitigated and also that
policies, procedures and standards are established to
address these risks and to ensure a systematic response
in the case of crystallisation of such risks.

The key risks associated with our business have been
classified into implied market risk, market risk, operational
risk, information technology/cyber security risk, liquidity
risk, credit risk and reputation risk. The policies have been
framed with respect to such risks which set forth limits,
mitigation strategies and internal controls. These policies
include Corporate Risk and Investment Policy, Liquidity
Risk Management Policy, Operational Risk Management
Policy, Outsourcing Policy, Fraud Risk Management
Policy, Information Technology Risk Management Policy,
Information Security Management Policy, Cyber-security
& Cyber Resilience Policy, Business Continuity Policy and
Surveillance Policy.

We are particularly sensitive to the risks emanating from
the introduction of new products and services. All new
products are approved by the Committees constituted
by the Board. In case a product entails taking credit
risk or market risk on the Company's books or entails
offering margin-based products to clients, then, the risk
management framework for such products is approved by
our Risk Management Committee. In case of all other new
product offerings, approval is sought from our Product
Committee which is a Committee constituted by our
Board. Before we launch a new product or service, it is also
reviewed and approved by our Risk Management Group,
Compliance and Operations Groups and the Process
Approval Committee review is set up for this purpose.
These Groups and Committees review the product/
service through the lenses of regulatory compliance,
risk management and integration with the existing risk
management systems.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy (‘the
Policy') which aims to set up a mechanism that enables
employees to report about potentially illegal and/or
unacceptable practices. It seeks to enable employees to
report such practices without fear of victimisation and
reprisal. The Policy aims to administer good governance
practices in the Company and to ensure that serious
concerns are properly raised and addressed.

The purpose of the Policy is to enable a person who
observes an unethical practice (whether or not a violation
of law) to approach Chief Compliance Officer and Head -
Legal/Chairman of Audit Committee without necessarily
informing his/her supervisors and without revealing his/
her identity, if he/she so chooses. The Policy governs
reporting and investigation of allegations of suspected
improper activities.

The employees of the Company are encouraged to use
guidance provided in the Policy for reporting all allegations
of suspected improper activities. In all instances, the
Company retains the prerogative to determine when
circumstances warrant an investigation and accordingly,
in conformity with the Policy and applicable laws and
regulations, the appropriate investigative process is
employed. The Policy complies with the requirements
of the vigil mechanism as envisaged by the Companies
Act, 2013 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the rules framed thereunder.

Any employee who makes a disclosure or raises a concern
under the Policy will be protected, if the employee
discloses his/her identity, discloses the information in
good faith, believes it to be substantially true, does not
act maliciously nor makes false allegations and does not
seek any personal or financial gain. The Company strictly
prohibits any attempt of retaliation by anyone against any
employee who raises a concern under the Policy in good
faith. Nothing in this Policy precludes or is intended to
preclude a complainant from seeking a monetary award
from a Government, administrative or law enforcement
authority, as provided for by law.

The details of establishment of the Whistle Blower Policy/
Vigil Mechanism have been disclosed on the website of
the Company. Excerpts of Whistle Blower Policy can be
viewed at the following link:

https://www.icicisecurities.com/UPLOAD/
ARTICLEIMAGES/Whistleblower Policy One Pager.pdf

INTERNAL FINANCIAL CONTROLS AND ITS
ADEQUACY

The internal financial controls with reference to financial
statements as designed and implemented by the Company
are adequate. The internal financial controls procedure
adopted by the Company is adequate for safeguarding its
assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.
Further, the Statutory Auditors have verified the systems
and processes and confirmed that the internal financial
controls over financial reporting are adequate and such
controls are operating effectively.

STATUTORY AUDITORS REPORT

There were no qualifications, reservations, adverse
remarks or disclaimers in the report of Statutory Auditors
of the Company.

No fraud was reported by the auditors under Section 143
(12) of the Act.

ANNUAL RETURN

The annual return for FY2025 comprising of the
information available upto the date of this report can be
viewed at the following link: https://www.icicisecurities.
com/Upload/ArticleAttachments/Annual Return for
Financial Year 2024 25.pdf

The said annual return shall be further updated as soon
as possible but no later than sixty days from the date of
the AGM.

SHARE CAPITAL

The share capital of the Company as at March 31, 2025
stood at ^ 1,208,263,460/-.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and
as such, no amount on account of principal or interest on
public deposits was outstanding as on the date of the
balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments covered
under Section 186 of the Act are given in Annexure B to
this report.

RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party
transactions (‘RPT Policy') which has been approved
by the Board of Directors. The RPT Policy provides for
identification of related party transactions, necessary
approvals by the Audit Committee/Board of Directors/
Shareholders, reporting and disclosure requirements in
compliance with the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations').

All transactions executed by the Company during the
financial year with related parties were on arm's length
basis and in ordinary course of business. All such
related party transactions were placed before the Audit
Committee for approval, wherever applicable.

The details of related party transactions under Section
188 (1) of the Act required to be disclosed under Form
AOC-2 pursuant to Section 134 (3) of the Act are given in
Annexure C enclosed to this report.

DIRECTORS AND OTHER KEY MANAGERIAL
PERSONNEL

The Board of Directors of the Company as at March 31, 2025
consists of seven Directors, out of which four are Independent
Directors, one is Non-Executive Non-Independent Director
and two are Whole-time Directors.

As at the end of FY2025, T.K. Srirang (DIN: 10594104),
Managing Director & CEO, Ajay Saraf (DIN: 0007488 5),
Executive Director, Harvinder Jaspal - Chief Financial
Officer and Raju Nanwani - Company Secretary are the
Key Managerial Personnel as per the provisions of the Act
and the rules made thereunder.

Changes in the composition of the Board of Directors
and other Key Managerial Personnel

The Board of Directors, at its meeting held on April 18,
2024, based on the notice received from a Member under
Section 160 of the Act and the recommendation of the
Nomination & Remuneration Committee, re-appointed
Vijay Chandok (DIN: 01545262) as the Managing Director
& CEO of the Company with effect from May 7, 2024 till
the date of his retirement on February 28, 2026 and fixed
his remuneration for FY2024-25, subject to the approval
of the Members of the Company. The Members of the
Company, vide Postal Ballot resolution passed on July
16, 2024, approved the re-appointment of Vijay Chandok
(DIN: 01545262) as the Managing Director & CEO of
the Company and payment of remuneration by way of
Ordinary Resolution.

The Board of Directors, at its meeting held on April 18,
2024, based on the notice received from a Member under
Section 160 of the Act and the recommendation of the
Nomination & Remuneration Committee, appointed T.K.
Srirang (DIN: 10594104) as an Additional Director on the
Board of Directors of the Company with effect from May 1,
2024 subject to necessary regulatory approvals. Further,
the Board of Directors, on June 12, 2024, based on the
recommendation of the Nomination & Remuneration
Committee, approved the appointment of T.K. Srirang
(DIN: 10594104) as a Director of the Company with effect
from the date of approval by the Members of the Company
by Postal Ballot. The Members of the Company, vide
Postal Ballot resolution passed on July 16, 2024, approved
the said appointment of T.K. Srirang (DIN: 10594104) as
a Director of the Company and such appointment was
effective from July 16, 2024.

-Additionally, the Board of Directors, at its meeting held
on April 18, 2024, based on the recommendation of the
Nomination & Remuneration Committee, approved the
appointment of T.K. Srirang (DIN: 10594104) as the Joint
Managing Director of the Company for a period of five
years with effect from May 1, 2024 till April 30, 2029
and fixed his remuneration, subject to the approval of
the Members of the Company and regulatory approvals.
T.K. Srirang (DIN: 10594104), being the Joint Managing
Director of the Company, was also designated as the Key
Managerial Personnel of the Company with effect from
May 1, 2024. The Members of the Company, vide Postal
Ballot resolution passed on July 16, 2024, approved the
appointment of T.K. Srirang (DIN: 10594104) as the Joint
Managing Director of the Company for a period of five
years with effect from May 1, 2024 till April 30, 2029 and
payment of remuneration by way of Ordinary Resolution.

Prasanna Balachander (DIN: 02257744), Non-Executive
Non-Independent Director of the Company tendered his
Jresignation from the Board of Directors of the Company with
effect from close of business hours on October 22, 2024.

Vinod Kumar Dhall (DIN: 02591373) ceased to be the
Independent Director of the Company due to completion
of his second term of five consecutive years as an
Independent Director with effect from close of business
hours on October 27, 2024.

Vijay Chandok (DIN: 01545262), Managing Director & CEO
¹ of the Company (Key Managerial Personnel) tendered his
resignation from the Board of Directors of the Company with
effect from close of business hours on November 27, 2024.

Consequently, the Board of Directors, at its meeting held
on November 8, 2024, based on the recommendation of
the Nomination & Remuneration Committee, approved
the appointment of T.K. Srirang (DIN: 10594104) as the
Managing Director & CEO of the Company for the period
from November 28, 2024 till the date of his retirement on
May 31, 2029, subject to the approval of the Members
of the Company and regulatory approvals. T.K. Srirang
(DIN: 10594104), being the Managing Director & CEO of
the Company, was also designated as the Key Managerial
Personnel of the Company. The Members of the Company,
vide Postal Ballot resolution passed on February 21, 2025,
approved the appointment of T.K. Srirang (DIN: 10594104)
as the Managing Director & CEO of the Company for the
period from November 28, 2024 till the date of his retirement
on May 31, 2029 by way of Ordinary Resolution.

The Board of Directors, vide circular resolution passed on
April 4, 2025, pursuant to the provisions of Section 161
of the Act, appointed Ajay Kumar Gupta (DIN: 07580795)
as an Additional Director on the Board of Directors of
the Company with effect from April 4, 2025, subject to
necessary regulatory approvals. Further, the Board of

ill¹ "

Directors, at its meeting held on April 15, 2025, based
on the notice received from a Member under Section 160
of the Act and the recommendation of the Nomination
& Remuneration Committee and subject to the approval
of the shareholders, appointed Ajay Kumar Gupta
(DIN: 07580795) as a Non-Executive Non-Independent
Director of the Company with effect from the date on
which the resolution is passed by the shareholders.

Declaration of Independence

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149 of the Act and Regulation 16 of Listing
Regulations which have been relied upon by the Company.

Based on the declarations received from the Independent
Directors, the Board is of the opinion that the Independent
Directors fulfil the criteria of independence as specified in
Listing Regulations and the Act and are independent of
the Management.

All Independent Directors have given declarations that
they have complied with the Code for Independent
Directors prescribed in Schedule IV of the Act and Code
of Business Conduct and Ethics of the Company during
FY2025.

Retirement by rotation

In terms of Section 152 of the Act and the Articles of
Association of the Company, Rakesh Jha (DIN: 00042075),
Non-Executive Non-Independent Director of the Company,
would retire by rotation at the ensuing AGM and being
eligible for re-appointment, has offered himself for
re-appointment.

Brief details of the Director proposed to be re-appointed
as required under Secretarial Standard - 2 are provided in
the Notice of the ensuing AGM.

CODE OF BUSINESS CONDUCT & ETHICS

The Code of Business Conduct & Ethics (‘Code') of the
Company aims at ensuring consistent standards of conduct
and ethical business practices across the Company.
This Code is reviewed at least once in two years and the
latest Code is available on the website of the Company
(www.icicisecurities.com).

CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

In accordance with the requirements of SEBI (Prohibition
of Insider Trading) Regulations, 2015, the Company has
instituted a comprehensive code of conduct to regulate,
monitor and report trading activities of its directors,
employees and other connected persons in securities of
all the listed companies as SEBI registered intermediary.

BOARD AND COMMITTEES OF THE BOARD

The Board of Directors of the Company meets at regular
intervals to discuss and decide on business policy and
strategy apart from other business. The Board of Directors
met eight times during FY2025 on April 18, 2024, July 23,
2024, August 30, 2024, October 3, 2024, October 21-22,

2024, November 8, 2024, January 20, 2025 and March 11,

2025.

Separate Meeting of Independent Directors

During FY2025, two separate meetings of the Independent
Directors were held on April 18, 2024 and January 17,
2025, which were chaired by the Independent Directors.

The details of the composition Ý of the mandatory
Committees constituted by the Board, along with the
details of their meetings held during FY2025 are set out
below:

Audit Committee

During FY2025, there was no change in the constitution of
the Audit Committee.

As at the end of FY2025, the Audit Committee comprised
of following as it members:

• Ashvin Parekh (DIN: 06559989), Independent
Director (Chairman);

• Subrata Mukherji (DIN: 00057492), Independent
Director; and

• Vijayalakshmi Iyer (DIN: 05242960), Independent
Director.

Ajay Kumar Gupta (DIN: 07580795), Non-Executive
Non-Independent Director, was inducted as a Member of
the Audit Committee with effect from April 15, 2025.

During FY2025, eight meetings of the Audit Committee
were held on April 12, 2024, April 18, 2024, July 19, 2024,
July 23, 2024, October 15, 2024, October 22, 2024, January
15, 2025 and January 20, 2025.

Nomination & Remuneration Committee

During FY2025, Nomination & Remuneration Committee
(‘NRC') was re-constituted by inducting Vijayalakshmi
Iyer (DIN: 05242960) as a Member in place of Vinod Kumar
Dhall (DIN: 02591373) with effect from October 28, 2024.

As at the end of FY2025, NRC comprised of following as
its members:

• Ashvin Parekh (DIN: 06559989), Independent
Director (Chairman);

• Vijayalakshmi Iyer (DIN: 05242960), Independent
Director; and

• Rakesh Jha (DIN: 00042075), Non-Executive
Non-Independent Director.

Vijayalakshmi Iyer (DIN: 05242960), Independent
Director, was appointed as the Chairperson of the NRC
with effect from April 15, 2025 in place of Ashvin Parekh
(DIN: 06559989), Independent Director. Ashvin Parekh
(DIN: 06559989), Independent Director, continued to be a
Member of the NRC.

During FY2025, six meetings of NRC were held on April
18, 2024, July 23, 2024, October 3, 2024, October 22,
2024, November 8, 2024 and January 17, 2025.

Corporate Social Responsibility Committee

During FY2025, T.K. Srirang (DIN: 10594104) was inducted
as a Member of the Corporate Social Responsibility
(‘CSR') Committee with effect from May 1, 2024.
The CSR Committee was further re-constituted by inducting
Dr. Gopichand Katragadda (DIN: 02475721) as the
Chairman, in place of Vinod Kumar Dhall (DIN: 02591373)
with effect from October 28, 2024. Further, Vijay Chandok
(DIN: 01545262) ceased to be a Member of the CSR
Committee consequent to his resignation from the Board
of Directors of the Company with effect from close of
business hours on November 27, 2024.

As at the end of FY2025, CSR Committee comprised of
following as its members:

• Dr. Gopichand Katragadda (DIN: 02475721),
Independent Director (Chairman);

• T.K. Srirang (DIN: 10594104), Managing Director &
CEO;and

• Ajay Saraf (DIN: 00074885), Executive Director.

During FY2025, four meetings of CSR Committee were
held on April 15, 2024, July 9, 2024, October 14, 2024 and
February 25, 2025.

The Annual Report on Corporate Social Responsibility
as per the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is given in Annexure D enclosed to
this report.

Stakeholders Relationship Committee

During FY2025, T.K. Srirang (DIN: 10594104) was
inducted as a Member of the Stakeholders Relationship
Committee (‘SRC') with effect from May 1, 2024. Further,
Vijay Chandok (DIN: 01545262) ceased to be a Member
of the SRC consequent to his resignation from the Board
of Directors of the Company with effect from close of
business hours on November 27, 2024.

As at the end of FY2025, SRC comprised of following as
its members:

• Vijayalakshmi Iyer (DIN: 05242960), Independent
Director (Chairperson);

• T.K. Srirang (DIN: 10594104), Managing Director &
CEO;and

• Ajay Saraf (DIN: 00074885), Executive Director.

Subrata Mukherji (DIN: 00057492), Independent Director,
was appointed as the Chairman of the SRC with effect
from April 15, 2025 in place of Vijayalakshmi Iyer
(DIN: 05242960), Independent Director.

During FY2025, four meetings of SRC were held on
April 17, 2024, July 18, 2024, October 15, 2024 and
January 15, 2025.

Risk Management Committee

During FY2025, T.K. Srirang (DIN: 10594104) was inducted
as a Member of the Risk Management Committee (‘RMC')
with effect from May 1, 2024. Prasanna Balachander
(DIN: 02257744) ceased to be a Member of the RMC
consequent to his resignation from the Board of Directors
of the Company with effect from close of business hours on
October 22, 2024. Further, Vijay Chandok (DIN: 01545262)
also ceased to be a Member of the RMC consequent to his
resignation from the Board of Directors of the Company
with effect from close of business hours on November 27,
2024.

As at the end of FY2025, RMC comprised of following as
its members:

• Vijayalakshmi Iyer (DIN: 05242960), Independent
Director (Chairperson);

• Ashvin Parekh (DIN: 06559989), Independent
Director;

• Subrata Mukherji (DIN: 00057492), Independent
Director;

• T.K. Srirang (DIN: 10594104), Managing Director &
CEO;

• Ajay Saraf (DIN: 00074885), Executive Director;

• Ripujit Chaudhuri, Chief Risk Officer; and

• Harvinder Jaspal, Chief Financial Officer.

Rakesh Jha (DIN: 00042075), Non-Executive

Non-Independent Director, was appointed as a Member of
the RMC with effect from April 15, 2025 in place of Ashvin
Parekh (DIN: 06559989), Independent Director.

During FY2025, four meetings of RMC were held on April
12, 2024, July 18, 2024, October 15, 2024 and January 15,
2025.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

The Company has in place an evaluation framework for
evaluation of the Board, Directors and Chairman. The
Board also carries out an evaluation of the working of the
Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee
and Information Technology and Cybersecurity
Committee. The evaluation of the Committees is based
on the assessment of the compliance with the terms of
reference of the Committees.

The evaluations for the Directors and the Board were done
through circulation of questionnaires for evaluation of the
performance of the Board, the Committees of the Board
and the individual members of the Board, which assessed
the performance of the Board on selected parameters
related to roles, responsibilities and obligations of the
Board and functioning of the Committees including
assessing the quality, quantity and timeliness of flow of
information between the Company management and the
Board that was necessary for the Board to effectively and
reasonably perform their duties. The evaluation criteria
for the Directors (including Independent Directors) was,
inter alia, based on their participation, contribution and
offering guidance to and understanding of the areas that
were relevant to them in their capacity as members of the
Board.

With respect to the Whole-time Directors, the NRC has
oversight over payment of compensation. The NRC defines
Key Performance Indicators (‘KPIs') for Whole-time
Directors and the organisational performance norms. The
KPIs include both quantitative and qualitative aspects.
The NRC assesses organisational performance as well as
the individual performance of the Whole-time Directors.

POLICY/CRITERIA FOR DIRECTORS’ APPOINTMENT

The Company with the approval of its NRC has put in place
a policy on Directors' appointment and remuneration
including the criteria for determining qualifications,
positive attributes and independence of a Director.
The NRC evaluates the composition of the Board and
vacancies arising in the Board from time to time. The NRC,
as and when required while recommending candidature

of a Director, considers the requisite special knowledge
or expertise possessed by the candidate. The NRC
assesses the fit and proper credentials of the candidate.
The NRC also evaluates the prospective candidate for the
position of Director from the perspective of the criteria for
independence prescribed under the Act. The NRC based on
the above assessment makes suitable recommendations
on the appointment of Directors to the Board. The NRC
evaluates the performance of the Executive Directors of
the Company on an annual basis.

Remuneration Policy for Non-Executive Directors

The remuneration payable to non-executive/independent
Directors (‘NEDs') of ICICI Bank Limited is governed by the
provisions of Banking Regulation Act, 1949, RBI guidelines
issued from time to time and the provisions of the Act and
its applicable rules to the extent it is not inconsistent with
the provisions of the Banking Regulation Act, 1949/RBI
guidelines. The Company, being a subsidiary of ICICI Bank
Limited, has adopted practices on these lines with respect
to remuneration payable to non-executive/independent
Directors of the Company.

Considering the above, the permitted modes of
remuneration for the NEDs, would be sitting fee for
attending each meeting of the Committee/Board as
approved by the Board from time to time and profit related
commission, within the limits as provided under the Act
and related rules thereunder.

All the non-executive Directors/independent Directors
would be entitled to reimbursement of expenses for
attending Board/Committee meetings, official visits and
participation in various forums on behalf of the Company.

Profit related Commission

The NEDs would be entitled for profit related commission,
in compliance with the provisions of the Act (as amended
from time to time) and other applicable law.

Disclosure

The Company would make the requisite disclosure on
remuneration paid to NEDs in the Annual Financial
Statements.

Review

The Policy would be reviewed annually by the NRC.

COMPENSATION POLICY FOR THE WHOLE-TIME
DIRECTORS AND KEY MANAGERIAL PERSONNEL AS
WELL AS OTHER EMPLOYEES

The Company already has in place a Compensation
Policy applicable to Whole-time Directors (WTDs), Key
Managerial Personnel (KMP), Senior Management and
other employees.

The Compensation Policy is available on the website of
the Company under the section titled ‘Corporate Policies'
and can be accessed on the following link:

https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/
Compensation Policy.pdf

Key features and objectives of Compensation Policy

The Compensation Policy of the Company is applicable
for the Whole-time Directors, Key Managerial Personnel,
Senior Management and all other employees of the
Company. The Compensation Policy is framed under the
guidance of the Nomination & Remuneration Committee
(‘NRC' or ‘the Committee') to ensure effective governance
and drive meritocracy under a prudent risk framework.

The Committee defines Key Performance Indicators (‘KPIs') .
for the organisation based on the financial and strategic
plan approved by the Board. The KPIs include both
quantitative and qualitative aspects. The NRC assesses
organizational performance and based on its assessment,
it makes recommendations to the Board regarding
compensation for Whole-time Directors, Key Managerial
Personnel and Senior Management along-with bonus and
long-term incentive plan (LTIP) for employees.

The Company's performance objectives are a balanced
mix of financial, customer, process and compliance related
objectives. To ensure effective alignment of compensation
with prudent risk parameters, the Company will take
into account various risk parameters along with other
pre-defined performance objectives of the Company.
Acts of gross negligence and integrity breach shall be
covered under the purview of the Compensation Policy.
The deferred part of the variable pay will be subject to
malus and clawback, under which the Company will
prevent vesting of all or part of the variable pay in the
event of an enquiry determining gross negligence or
integrity breach.

STATUTORY AUDITORS

At the AGM held on August 26, 2017, the Members
approved the appointment of B S R & Co. LLP, Chartered
Accountants, as the Statutory Auditors for a period
of five years, to hold office from the conclusion of the
Twenty-Second AGM l till the conclusion of the
Twenty-Seventh AGM subject to the ratification by the
Members at every AGM. Pursuant to the amendment in
Section 139 of the Act vide Companies (Amendment)
Act, 2017 effective from May 7, 2018, the requirement
relating to ratification of appointment of Statutory
Auditors by the Members of the Company at every AGM
was dispensed with. Accordingly, the Members, at the
Twenty-Fourth AGM of the Company held on August 2,
2019, dispensed with the requirement of annual ratification

of appointment of B S R & Co. LLP as the Statutory Auditors
of the Company. Further, based on the recommendation of
the Board, at the Twenty-Seventh AGM held on August
26, 2022, the Members approved the re-appointment of
B S R & Co. LLP, Chartered Accountants, as the Statutory
Auditors for a second term of five years, to hold office
from the conclusion of the Twenty-Seventh AGM till the
conclusion of the Thirty-Second AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act,
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of Listing Regulations, the Company had appointed
M/s. Makarand M. Joshi & Co., Practicing Company
Secretaries, as the Secretarial Auditor of the Company, to
undertake the Secretarial Audit of the Company for FY2025.
The Secretarial Audit Report is given in Annexure E enclosed
to this report.

There are no material adverse observations in the
Secretarial Audit Report.

DISCLOSURE ABOUT MAINTENANCE OF COST
RECORDS

The Central Government has not prescribed the
maintenance of cost records under Section 148 (1) of the
Act for the services rendered by the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo
required under Section 134 (3) (m) of the Act read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 are
as under:

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

In view of the nature of business activities of the Company,
the information relating to conservation of energy and
technology absorption, as required under Section 134 (3)
(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules 2014, is not required to be given. The Company has,
however, used information technology extensively in its
operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments
between the end of the year under review and the date of
this report, which could have an impact on the Company's
operation in the future or its status as a ‘going concern'.

UPDATE ON DELISTING OF EQUITY SHARES OF THE
COMPANY

The Board of Directors, at its meeting held on June 29,
2023, after considering the recommendation and reports
of the Audit Committee and the Committee comprising
of all the Independent Directors had approved the draft
Scheme of Arrangement amongst ICICI Securities Limited,
ICICI Bank Limited and their respective shareholders for
delisting of equity shares of the Company (‘the Scheme').
Pursuant to receipt of requisite regulatory approvals and
the order of the Hon'ble National Company Law Tribunals
(‘NCLT'), a meeting of the equity shareholders of the Bank
and the Company were held on March 27, 2024, wherein
the Scheme was approved by the requisite majority of
shareholders (including public shareholders).

The NCLT, Mumbai and NCLT, Ahmedabad passed orders
sanctioning the Company Scheme Petitions in connection
with the Scheme and further, Hon'ble National Company
Law Appellate Tribunal, New Delhi (‘NCLAT') on March
10, 2025 also passed two orders in connection with the
Scheme dismissing the appeals filed by two minority
shareholders of the Company. Subsequently, the Board
of Directors fixed March 24, 2025 as the Record Date
pursuant to which ICICI Bank Limited (‘the Bank'/'Holding
Company') issued equity shares to the public shareholders
of the Company in lieu of cancellation of their equity
shares in the Company, thereby making the Company a
wholly-owned subsidiary of the Bank in accordance with
Chapter VI, Part C, Regulation 37 of the SEBI (Delisting of
Equity Shares) Regulations, 2021 and Section 230 of the
Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND ITS FUTURE OPERATIONS

During the year, there were no such orders passed by the
Court or Tribunals which will have material impact on the
Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company confirm:

i. that the applicable accounting standards have been
followed in the preparation of the annual accounts
and that there are no material departures;

ii. that such accounting policies have been selected and
applied consistently and judgments and estimates
made are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company at
March 31, 2025 and of the profit of the Company for
the year ended on that date;

iii. that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Act to
safeguard the assets of the Company and to prevent
and detect fraud and other irregularities;

iv. that the annual accounts have been prepared on a
‘going concern' basis; and

v. that proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

INFORMATION REQUIRED UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has complied with provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
a policy against sexual harassment and has a formal
process for dealing with complaints of harassment or
discrimination. The Company has constituted the Internal
Committee as per the provisions of the above-mentioned
Act. The said policy is in line with relevant Act passed
by the Parliament in 2013. The Company believes in
providing a safe working environment at the workplace.
On an ongoing basis, the Company creates education and
awareness amongst employees. During FY2025, 4 (four)
complaints on sexual harassment were filed of which 1
was closed and 3 are currently under investigation and
are well within the stipulated timelines provided under the
said Act for inquiring into such matters.

ICICI SECURITIES LIMITED - EMPLOYEES STOCK OPTION
SCHEME (ESOS) - 2017 AND ICICI SECURITIES LIMITED -
EMPLOYEES STOCK UNIT SCHEME (ESUS) - 2022

Particulars of options granted by the Company as at
March 31, 2025 pursuant to ICICI Securities Limited -
Employees Stock Option Scheme - 2017 (‘the Scheme')
are given below:

Particulars of options granted by the Company during
FY2025:

During FY2025, the Company granted 15,07,800 options
to its employees including Whole-time directors, Key
Managerial Personnel, Senior Managerial Personnel and
other employees.

All options were granted as per the Scheme.

The fair value of the underlying shares has been determined
by an independent valuer. The calculation of fair value of
grants is in accordance with the Black-Scholes options
pricing model.

The fair value of the options granted in FY2025 are given
below:

The fair value of the units granted in FY2025 are given
below:

The key assumptions used to estimate the fair value of
options granted during FY2025 are given below:

ICICI Securities Limited - Employees Stock Unit Scheme
(ESUS) - 2022

Particulars of units granted by the Company as at March
31, 2025 pursuant to ICICI Securities Limited - Employees
Stock Unit Scheme - 2022 (‘ESUS Scheme') are given
below:

The key assumptions used to estimate the fair value of
units granted during FY2025 are given below:

During FY2025, the Company granted 5,05,660 units to
its employees including Key Managerial Personnel, Senior
Managerial Personnel and other employees.

All the units were granted as per the ESUS Scheme.

The fair value of the underlying shares has been determined
by an independent valuer. The calculation of fair value of
grants is in accordance with the Black-Scholes options
pricing model.

Pursuant to the Scheme of Arrangement amongst ICICI
Bank Limited (‘ICICI Bank'), ICICI Securities Limited (‘the
Company') and their respective shareholders, the stock
options granted under ICICI Securities Limited - Employees
Stock Option Scheme - 2017 as well as the stock units
granted under ICICI Securities Limited - Employees Stock
Unit Scheme - 2022 and outstanding as on the Record Date
i.e. March 24, 2025, were cancelled and after cancellation,
fresh stock options and stock units were granted by ICICI
Bank Limited to the employees of the Company under ICICI
Bank Employees Stock Option Scheme - 2000 and ICICI
Bank Employees Stock Unit Scheme - 2022 respectively.

CHANGE IN NATURE OF BUSINESS, IF ANY

None

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable
Secretarial Standards during FY2025.

ACKNOWLEDGEMENTS

The Company is grateful to the Securities and Exchange
Board of India, National Stock Exchange of India Limited,
BSE Limited, National Securities Depository Limited,
Central Depository Services (India) Limited, The Insurance
Regulatory and Development Authority of India, The
Pension Fund Regulatory and Development Authority,
other statutory authorities, its bankers and lenders for
their continued co-operation, support and guidance.

The Directors express their gratitude for the support
and guidance received from the Company's Holding
Company, viz., ICICI Bank Limited and other group
companies and also expresses their warm appreciation to
all the employees of the Company for their commendable
teamwork, professionalism and contribution during the
year. The Directors extend their sincere thanks to the
clients of the Company for their support.

For and on behalf of the Board
Sd/-

Rakesh Jha

DIN:00042075
Chairman

Date: April 15, 2025
Place: Mumbai

1

^ (269.2) million as at March 31, 2025 [^ (121.1) million as at March 31, 2024] out of the total amount available for
appropriation pertains to other comprehensive income which is not available for distribution as dividend.