12. Provisions, contingent liabilities and contingent assets
The Bank estimates the probability of any loss that might be incurred on outcome of contingencies on the basis
of information available up to the date on which the financial statements are prepared. A provision is recognised
when an enterprise has a present obligation as a result of 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 estimate can be made. Provisions are
determined based on management estimates of amounts required to settle the obligation at the balance sheet date,
supplemented by experience of similar transactions. These are reviewed at each balance sheet date and adjusted
to reflect the current management estimates. In cases where the available information indicates that the loss on
the contingency is reasonably possible but the amount of loss cannot be reasonably estimated, a disclosure to this
effect is made in the financial statements. In case of remote possibility neither provision nor disclosure is made in the
financial statements. The Bank does not account for or disclose contingent assets, if any.
The Bank estimates the probability of redemption of customer loyalty reward points using an actuarial method by
employing an independent actuary and accordingly makes provision for these reward points. Actuarial valuation is
determined based on certain assumptions regarding mortality rate, discount rate, cancellation rate and redemption rate.
13. Earnings per share (EPS)
Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding for the year.
Diluted earnings per share reflect the potential dilution that could occur if contracts to issue equity shares were
exercised or converted during the year. Diluted earnings per equity share is computed using the weighted average
number of equity shares and dilutive potential equity shares outstanding during the year, except where the results
are anti-dilutive.
14. Share issue expenses
Share issue expenses are deducted from Securities Premium Account in terms of Section 52 of the Companies Act, 2013.
15. Bullion transaction
The Bank deals in bullion business on a consignment basis. The bullion is priced to the customers based on the price
quoted by the supplier. The difference between price recovered from customers and 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 and lending basis
and the interest expense/income is accounted on accrual basis.
16. Lease transactions
Lease payments, including cost escalations, for assets taken on operating lease are recognised as an expense in the
profit and loss account over the lease term on straight line basis. The leases of property, plant and equipment, where
substantially all of the risks and rewards of ownership are transferred to the Bank are classified as finance lease.
Minimum lease payments under finance lease are apportioned between the finance costs and outstanding liability.
17. Cash and cash equivalents
Cash and cash equivalents include cash in hand, rupee digital currency, foreign currency notes, balances with RBI,
balances with other banks and money at call and short notice.
18. Segment Reporting
The disclosure related to segment information is in accordance with AS-17, Segment Reporting and as per guidelines
issued by RBI.
19. Corporate Social Responsibility
Expenditure towards corporate social responsibility, in accordance with Companies Act, 2013, is recognised in the
Profit and Loss Account.
NOTES FORMING PART OF THE ACCOUNTS
The following disclosures have been made taking into account the requirements of Accounting Standards (ASs) and
Reserve Bank of India (RBI) guidelines.
1. Earnings per share
Basic and diluted earnings per equity share are computed in accordance with AS 20 - Earnings per share. Basic
earnings per equity share is computed by dividing net profit/ (loss) after tax by the weighted average number
of equity shares outstanding during the year. Diluted earnings per equity share is computed using the weighted
average number of equity shares and weighted average number of dilutive potential equity shares outstanding
during the year.
Liquidity of the Bank is managed by the Asset Liability Management Group (ALMG) under the central oversight of the
Asset Liability Management Committee (ALCO). For the domestic operations of the Bank, ALMG-India is responsible for
the overall management of liquidity. For the overseas branches of the Bank, a decentralised approach is followed for
day-to-day liquidity management, while a centralised approach is followed for long-term funding in co-ordination with
Head-Office. Liquidity in the overseas branches is maintained taking into consideration both host country and the RBI
regulations.
HQLA primarily includes government securities in excess of minimum statutory liquidity ratio (SLR) and to the extent
allowed under marginal standing facility (MSF) and facility to avail liquidity for LCR (FALLCR) of ' 3,731,019.5 million at
March 31, 2025 (March 31, 2024: ' 3,538,601.0 million).
As per the RBI guidelines, the carve-out from SLR under FALLCR was 16.0% of Net Demand and Time Liabilities
(NDTL) for Marginal Standing Facility (MSF), it was 2.0% of NDTL. Additionally, cash, balance in excess of cash reserve
requirement with RBI and balances with central banks at our overseas branches locations amounted to ' 443,951.0
million at March 31, 2025 (March 31, 2024: ' 215,857.4 million). Further, average level 2 assets, primarily consisting
of AA- and above rated corporate bonds and commercial papers, amounted to ' 210,984.7 million at March 31, 2025
(March 31, 2024: ' 146,666.4 million).
At March 31, 2025, top liability products/instruments and their percentage contribution to the total liabilities of the Bank
were term deposits of 44.22% (March 31, 2024: 43.65%), savings account deposits of 20.81% (March 31, 2024: 21.49%),
current account deposits of 11.00% (March 31, 2024: 10.34%) and bond borrowings of 2.62% (March 31, 2024: 3.33%).
Top 20 depositors comprised 4.16% of the total deposits of the Bank at March 31, 2025 (March 31, 2024: 3.44%). Further,
the total borrowings mobilised from significant counterparties (from whom the funds borrowed were more than 1.00%
of the Bank’s total liabilities) were 1.54% of the total liabilities of the Bank at March 31, 2025 (March 31, 2024: 1.43%).
The weighted cash outflows are primarily driven by unsecured wholesale funding which includes non-operational
deposits and unsecured debt. During the three months ended March 31, 2025, unsecured wholesale funding contributed
62.81% (March 31, 2024: 62.08%) of the total weighted cash outflows. The non-operational deposits include term
deposits with premature withdrawal facility. Retail deposits including deposits from small business customers and other
contingent funding obligations constituted 18.35% (March 31, 2024: 17.99%) and 7.78% (March 31, 2024: 7.66%) of the
total weighted cash outflows, respectively. The other contingent funding obligations primarily included bank guarantees
(BGs) and letters of credit (LCs) issued on behalf of the Bank’s clients.
In view of the margin rules for non-centrally cleared derivative transactions issued by the Basel Committee on Banking
Supervision and discussion paper issued by the RBI, certain derivative transactions would be subject to margining and
consequent collateral exchange would be as governed by Credit Support Annex (CSA). The Bank has entered into CSAs
which would require maintenance of collateral. The Bank considers the increased liquidity requirement on account of
valuation changes in the transactions settled through Qualified Central Counterparties (QCCP) in India including the
Clearing Corporation of India (CCIL) and other exchange houses as well as for transactions covered under CSAs. The
potential outflows on account of such transactions have been considered based on the look-back approach prescribed
in the RBI guidelines.
The average LCR of the Bank for the three months ended March 31, 2025 was 126.11% (March 31, 2024: 122.84%). The
Bank also monitors the LCR in US Dollar currency which was the only significant currency, other than Indian Rupee, as it
constituted more than 5.00% of the balance sheet size of the Bank during the year ended March 31, 2025.
5. Information about business and geographical segments
Business Segments
The Reserve Bank of India in it’s Master Direction on Financial Statements - Presentation and Disclosures has
stipulated specified business segments and their definitions, for the purpose of public disclosures for banks in India
which includes:
• Retail Banking includes exposures of the Bank which satisfy the four criteria of orientation, product, granularity
and low value of individual exposures for retail exposures as per RBI guidelines. This segment also includes
income from credit cards, debit cards, third party product distribution and the associated costs.
• Wholesale Banking includes all advances to trusts, partnership firms, companies and statutory bodies, which
are not included under Retail Banking.
• Treasury includes the entire investment and derivative portfolio of the Bank.
• Other Banking includes leasing operations and other items not attributable to any particular business segment.
• Unallocated includes items such as tax paid in advance net of provision, deferred tax and provisions to the
extent reckoned at the entity level.
Income, expenses, assets and liabilities are either specifically identified with individual segments or are allocated to
segments on a systematic basis.
All liabilities are transfer priced to a central treasury unit, which pools all funds and lends to the business units
at appropriate rates based on the relevant maturity of assets being funded after adjusting for regulatory reserve
requirements.
The transfer pricing mechanism of the Bank is periodically reviewed. The segment results are determined based on
the transfer pricing mechanism prevailing for the respective reporting periods.
The following tables set forth, for the periods indicated, the business segment results on this basis.
7. Employee Stock Option Scheme (ESOS)/ Employees Stock Unit Scheme (ESUS)
In terms of the ESOS, as amended, the maximum number of options granted to any eligible employee in a financial year
shall not exceed 0.05% of the issued equity shares of the Bank at 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 aggregate 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 stock option scheme,
eligible employees are entitled to apply for equity shares. In April 2016, exercise period was modified from 10 years
from 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, exercise period was further modified to not exceed 10 years from the date of vesting of options as may
be determined by the Board Governance, Remuneration & Nomination Committee to be applicable for future grants. In
May 2018, exercise period was further modified to not exceed five years from the date of vesting of options as may be
determined by the Board Governance, Remuneration & Nomination Committee to be applicable for future grants.
Options granted after March 2014 vest in a graded manner over a three-year period with 30%, 30% and 40% of the
grant vesting in each year, commencing from the end of 12 months from the date of grant other than certain options
granted in April 2014 which vested to the extent of 50% on April 30, 2017 and the balance on April 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 30, 2019. Options granted in January 2018 vested at the end of four years from the date of grant. Certain
options granted in May 2018, vested to the extent of 50% on May 2021 and balance 50% on May 2022.
Options granted prior to March 2014 except mentioned below, vested in a 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 months from the
date of grant. Options granted in April 2009 vested in a graded manner over a five-year period with 20%, 20%,
30% and 30% of grant vesting each year, commencing from the end of 24 months from the date of grant. Options
granted in September 2011 vested in a graded manner over a five-year period with 15%, 20%, 20% and 45% of
grant vesting each year, commencing from the end of 24 months from the date of the grant.
The exercise price of the Bank’s options, except mentioned below, is the last closing price on the stock exchange,
which recorded highest trading volume preceding the date of grant of options. In February 2011, the Bank granted
16,692,500 options to eligible employees and whole-time Directors of the Bank and certain of its subsidiaries at
an exercise price of ' 175.82. This exercise price was the average closing price on the stock exchange during the
six months ended October 28, 2010. Of these options granted, 50% vested on April 30, 2014 and the balance 50%
vested on April 30, 2015.
I n terms of ESUS, the maximum number of units granted to any eligible employee shall not exceed 20,000 units
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 the unit scheme by the shareholders.
Units granted under the Scheme 2022 shall vest not later than the maximum vesting period of four years. Exercise
price shall be the face value of equity shares of the Bank i.e. ' 2 for each unit (as adjusted for any changes in capital
structure of the Bank).
Units granted under the scheme vest in a graded manner over a three-year period with 30%, 30% and 40% of
the grant vesting in each year, commencing from the end of 13 months from the date of grant. Exercise period of
units is five years from the date of vesting, or such shorter period as may be determined by the Board Governance,
Remuneration & Nomination Committee for each grant.
As per the Scheme of arrangement amongst ICICI Bank Limited, ICICI Securities Limited (ICICI Securities) and their
respective Shareholders (“the Scheme”), the outstanding Employee Stock Options (Options) and/or Employee Stock
Units (Units) as on March 24, 2025 (Record Date), granted by ICICI Securities Limited to the employees of ICICI
Securities Limited and its subsidiaries under the ICICI Securities Limited Employees Stock Option Scheme 2017
and ICICI Securities Limited Employees Stock Unit Scheme 2022 stand cancelled. Fresh Options/Units have been
granted by the Bank in line with the approved swap ratio and the fractional entitlements, if any, arising pursuant to
the applicability of the swap ratio has been rounded off to the nearest higher integer. The exercise price for Options
is adjusted after taking into account the effect of the Swap Ratio.
1. Includes 0.6 million number of units granted to employees of ICICI Securities Limited (including its subsidiaries) in accordance
with the Scheme.
At March 31, 2025, the weighted average remaining contractual life of stock units outstanding was 5.90 years
(At March 31, 2024: 6.24 years).
The options were exercised regularly throughout the period and weighted average share price as per National Stock
Exchange price volume data during the year ended March 31, 2025 was ' 1,222.88 (year ended March 31, 2024:
' 972.60).
8. Subordinated debt
During the year ended March 31, 2025, the Bank has not raised subordinated debt bonds qualifying for Additional
Tier-1 capital (March 31, 2024: Nil) and subordinated debt qualifying for Tier-2 capital (March 31, 2024: Nil).
15. Derivatives
The Bank is a participant in the financial derivatives market. The Bank deals in derivatives for balance sheet
management, proprietary trading and market making purposes whereby the Bank offers derivative products to its
customers, enabling them to hedge their risks.
Dealing in derivatives is carried out by identified groups in the treasury of the Bank based on the purpose of the
transaction. Derivative transactions are entered into by the treasury front office. Treasury and Securities Service
Group (TSSG) conducts an independent check of the transactions entered into by the front office and also undertakes
activities such as confirmation, settlement, accounting, risk monitoring and reporting and ensures compliance with
various internal and regulatory guidelines.
The market making and the proprietary trading activities in derivatives are governed by the Investment policy and
Derivative policy of the Bank, which lays down the position limits, stop loss limits as well as other risk limits. The Risk
Management Group (RMG) lays down the methodology for computation and monitoring of risk. The Risk Committee
of the Board (RCB) reviews the Bank’s risk management policy in relation to various risks including credit and
recovery policy, investment policy, derivative policy, asset liability management (ALM) policy and operational risk
management policy. The RCB comprises independent directors and the Executive Director of the Bank.
The Bank measures and monitors risk of its derivatives portfolio using such risk metrics as Value at Risk (VaR), stop
loss limits and relevant greeks for options. Risk reporting on derivatives forms an integral part of the management
information system.
The use of derivatives for hedging purposes is governed by the hedge policy approved by ALCO. Subject to prevailing
RBI guidelines, the Bank deals in derivatives for hedging fixed rate, floating rate or foreign currency assets/liabilities.
Transactions for hedging and market making purposes are recorded separately. For hedge transactions, the Bank
identifies the hedged item (asset or liability) at the inception of the hedge itself. The effectiveness is assessed at the
time of inception of the hedge and periodically thereafter.
Based on RBI circular issued on June 26, 2019, the accounting of hedge relationships established after June 26,
2019 is in accordance with the Guidance note on Accounting for Derivative Contracts issued by ICAI. The swaps
under hedge relationships established prior to that date are accounted for on an accrual basis and are not marked to
market unless their underlying transaction is marked-to-market. Gains or losses arising from hedge ineffectiveness,
if any, are recognised in the profit and loss Account. The premium on option contracts is accounted for as per Foreign
Exchange Dearlers Association of India (FEDAI) guidelines.
Over the counter (OTC) derivative transactions are covered under International Swaps and Derivatives Association
(ISDA) master agreements with the respective counter parties. The exposure on account of derivative transactions
is computed as per RBI guidelines.
As per the Master circular on Basel III Capital Regulations issued by RBI on April 1, 2022 on capital adequacy
computation, ‘Banks in India shall adopt the comprehensive approach, which allows fuller offset of collateral
against exposures, by effectively reducing the exposure amount by the value ascribed to the collateral’. Therefore,
counterparty exposure has been fully off-set against the collateral received from the counterparty. The excess
collateral posted over the net MTM payable was reckoned as exposure till FY2023. Since the collateral received
is counterparty-wise and not product-wise, the derivative exposure reported above has not been adjusted for
the collateral received/posted. At March 31, 2025, collateral utilised against the exposure was ' 15,049.8 million
(March 31, 2024: ' 19,378.6 million), excess collateral posted over the exposure was ' 84.3 million (March 31, 2024:
' 63.5 million) and the net credit exposure on foreign exchange and derivatives, subsequent to collateral netting, was
' 914,274.6 million (March 31, 2024: ' 770,046.9 million).
The net overnight open position (NOOP) at March 31, 2025 (as per last NOOP value reported to RBI for the year
ended March 31, 2025) was ' 9,751.0 million (March 31, 2024: ' 1,980.0 million).
The Bank has no exposure in credit derivative instruments (funded and non-funded) including credit default swaps
(CDS) and principal protected structures at March 31, 2025 (March 31, 2024: Nil).
19. Divergence in asset classification and provisioning for NPAs
In terms of the RBI circular no. DOR.ACC.REC.No.74/21.04.018/2022-23 dated October 11, 2022, banks are required
to disclose the divergences in asset classification and provisioning consequent to RBI’s annual supervisory process
in their notes to accounts to the financial statements, wherever either (a) the additional provisioning requirements
assessed by RBI exceed 5% of the reported net profits before provisions and contingencies or (b) the additional
gross NPAs identified by RBI exceed 5% of the published incremental gross NPAs for the reference period, or both.
Based on the condition mentioned in RBI circular, no disclosure on divergence in asset classification and provisioning
for NPAs is required with respect to RBI’s supervisory process for the year ended March 31, 2024 and for the year
ended March 31, 2023.
20. General provision on standard assets
The general provision on standard assets held by the Bank at March 31, 2025 was ' 64,447.0 million (March 31,
2024: ' 58,631.6 million). The Bank made general provision on standard assets amounting to ' 5,748.2 million during
the year ended March 31, 2025 (year ended March 31, 2024: ' 11,548.3 million). General provision on standard
assets is made on global loan portfolio as below:
• Farm credit to agricultural activities, individual housing loans sanctioned on or after June 7, 2021 and advances
to Small and Micro Enterprises (SMEs) sectors at 0.25%, advances to Commercial Real Estate sector at 1.00%
and to Commercial Real Estate - Residential Housing Sector at 0.75%, all other loans and advances at 0.40%
• At overseas branches, provision is made at higher of RBI and host country guidelines
• Credit exposures computed as per the current marked-to-market (MTM) value of the contract arising
on account of the interest rate and foreign exchange derivatives, credit default swaps and gold exposures,
provision is made at the rate applicable to respective categories of advances
• Loans and advances to entities with unhedged foreign currency exposures, provision is made ranging from
0.10% to 0.80% depending on likely loss due to exchange rate movement
• Exposures to the wholly owned subsidiaries of the overseas subsidiaries of Indian companies at 2.00%
• Standard advances to stress sectors based on evaluation of risk and stress in various sectors as per the Board
approved policy of the Bank
• Incremental exposure of the banking system in excess of Normally Permitted Lending Limit (NPLL) on borrowers
classified as specified borrower at 3.00%
1. Commercial real estate exposure includes loans to individuals against non-residential premises, loans given to land and building
developers for construction, corporate loans for development of special economic zone, loans to borrowers where servicing of
loans is from a real estate activity and exposures to mutual funds/venture capital funds/private equity funds investing primarily
in the real estate companies.
30. Factoring business
At March 31, 2025, the outstanding receivables acquired by the Bank under factoring business were ' 69,846.7
million (March 31, 2024: ' 109,134.0 million) which are reported under ‘Bills purchased and discounted’ in Schedule
9 - Advances of the balance sheet.
31. Risk category-wise country exposure
As per the extant RBI guidelines, the country exposure of the Bank is categorised into various risk categories listed in
the following table. The funded country exposure (net) of the Bank as a percentage of total funded assets for United
States of America was 2.63% (March 31, 2024: 1.50%). As the net funded exposure to United States of America at
March 31, 2025, exceeded 1% of total funded assets (March 31, 2024: United States of America), the Bank held a
provision of ' 470.0 million on country exposure at March 31, 2025 (March 31, 2024: ' 280.0 million) based on RBI
guidelines.
The following table sets forth, for the periods indicated, the details of exposure (net) and provision held by the Bank.
32. Unsecured advances against intangible assets
The Bank has not made advances against intangible collaterals of the borrowers, which are classified as ‘Unsecured’
in the financial statements at March 31, 2025 (March 31, 2024: Nil).
33. Revaluation of fixed assets
The Bank follows the revaluation model for its premises (land and buildings) other than improvements to leasehold
property as per AS 10 - ‘Property, Plant and Equipment’. As per the Bank’s policy, annual revaluation is carried out
through external valuers, using methodologies such as direct sales comparison method and income capitalisation
method and the incremental amount has been taken to revaluation reserve. The revalued amount at March 31, 2025
was ' 60,581.5 million (March 31, 2024: ' 54,451.1 million) as compared to the historical cost less accumulated
depreciation of ' 23,199.7 million (March 31, 2024: ' 23,608.2 million).
The revaluation reserve is not available for distribution of dividend.
35. Debt assets swap transactions
During the year ended March 31, 2025, the Bank did not acquire any non-banking assets under debt-asset swap
transactions (year ended March 31, 2024: Nil).
During the year ended March 31, 2025, the Bank has sold two non-banking assets having gross book value of
' 727.1 million (net book value: Nil) for a consideration of ' 1,086.6 million (during year ended March 31, 2024:
the Bank had sold one non-banking asset having gross book value of ' 827.7 million (net book value: Nil) for a
consideration of ' 691.5 million).
Assets having book value amounting to ' 9.1 million were transferred from banking assets to non-banking
asset during the year ended March 31, 2025 and are fully provided (year ended March 31, 2024: ' 2.6 million).
The net book value of non-banking assets acquired in satisfaction of claims by the Bank outstanding at
March 31, 2025 amounted to Nil (March 31, 2024: Nil), net of provision held of ' 27,475.0 million (March 31,
2024: ' 28,189.9 million).
1. Pursuant to revised Guidance Note 29 on "Valuation of Interest Rate Guaranatees on Exempt Provident Funds under AS15
(Revised)" issued by the Institute of Actuaries of India on February 16, 2022, plan assets held by the PF Trust have been fair
valued. The amount represents the fair value gain on plan assets.
The Bank has contributed ' 5,061.5 million to provident fund for the year ended March 31, 2025 (year ended March 31,
2024: ' 4,837.6 million), which includes compulsory contribution made towards employee pension scheme under
Employees Provident Fund and Miscellaneous Provisions Act, 1952.
Superannuation Fund
The Bank has contributed ' 358.6 million for the year ended March 31, 2025 (year ended March 31, 2024: ' 334.3
million) to Superannuation Fund for employees who had opted for the scheme.
National Pension Scheme (NPS)
The Bank has contributed ' 423.2 million for the year ended March 31, 2025 (year ended March 31, 2024: ' 349.3
million) to NPS for employees who had opted for the scheme.
Compensated absence
The following table sets forth, for the periods indicated, movement in provision for compensated absence.
The Bank has assessed its obligations arising in the normal course of business, including pending litigations,
proceedings pending with tax authorities and other contracts including derivative and long term contracts. In
accordance with the provisions of AS 29 on ‘Provisions, Contingent Liabilities and Contingent Assets’, the Bank
recognises a provision for material foreseeable losses when it has a present obligation as a result of 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
estimate can be made. In cases where the available information indicates that the loss on the contingency is
reasonably possible or the amount of loss cannot be reasonably estimated, a disclosure to this effect is made as
contingent liabilities in the financial statements. The Bank does not expect the outcome of these proceedings to have
a materially adverse effect on its financial statements.
The following table sets forth, for the periods indicated, the movement in provision for legal and fraud cases,
operational risk and other contingencies.
43. Provision for income tax
The provision for income tax (including deferred tax) for the year ended March 31, 2025 amounted to ' 153,892.1
million (March 31, 2024: ' 135,995.6 million).
The Bank has a comprehensive system of maintenance of information and documents required by transfer pricing
legislation under section 92-92F of the Income Tax Act, 1961. The Bank is of the opinion that all transactions with
international related parties and specified transactions with domestic related parties are primarily at arm's length
so that the above legislation does not have material impact on the financial statements.
44. Deferred tax
At March 31, 2025, the Bank has recorded net deferred tax assets of ' 46,978.2 million (March 31, 2024: ' 59,546.3
million), which have been included in other assets.
The following table sets forth, for the periods indicated, the break-up of deferred tax assets and liabilities into major
items.
1. O.Orepresentsinsignificant amount.
2. The Bank undertakes derivative transactions withits subsidiaries, associates and other related entities. The Bank manages its
foreign exchange and interest rate risks arising from these transactions by covering them in the market. While the Bank, within
its overall position limits covers these transactions in the market, the above amounts represent only the transactions with its
subsidiaries, associates and other related entities and not the offsetting/covering transactions.
3. Represents disbursement of term loan. Related parties also avail working capital facilities, intra-day facility and derivative
facility, which are revolving in nature. Volume of these facilities cannot be ascertained and outstanding balance, if any, are
reported suitably.
4. Includes letters of credit given by the related parties and confirmed by the Bank.
5. Includes letters of credit given by the Bank and confirmed by the related parties.
6. Excludes the perquisite value on employee stock options exercised and includes performance bonus paid during the period.
7. ICICI Lombard General Insurance Company Limited ceased to be an associate and became a subsidiary of the Bank w.e.f.
February 29, 2024.
8. I-Process Services (India) Private Limited ceased to be an associate and became a subsidiary of the Bank w.e.f. March 20, 2024
and became a wholly-owned subsidiary of the Bank w.e.f March 22, 2024.
III. Material transactions with related parties
The following table sets forth, for the periods indicated, the material transactions between the Bank and its related
parties. A specific related party transaction is disclosed as a material related party transaction wherever it exceeds
10% of all related party transactions in that category.
VI. Letters of comfort
The Bank issues letters of comfort (LoCs) on behalf of its subsidiaries. As required by Reserve Bank of India, the Bank
has carried out an annual financial assessment of LoCs issued on behalf of its subsidiaries, and there is no financial
impact arising from the outstanding LoCs at March 31, 2025 as detailed below.
The Bank has issued a LoC on behalf of its banking subsidiary ICICI Bank UK PLC to Financial Services Authority, UK
(now split into two separate regulatory authorities, the Prudential Regulation Authority and the Financial Conduct
Authority) to confirm that the Bank intends to financially support ICICI Bank UK PLC in ensuring that it meets all of
its financial obligations as they fall due. There was no financial impact of this LoC on the Bank at March 31, 2025.
The Bank has issued a LoC on behalf of its banking subsidiary ICICI Bank Canada to the Office of the Superintendent
of Financial Institutions (OSFI), Canada to confirm that it shall provide an ongoing financial, managerial and
operational support to ICICI Bank Canada. There was no financial impact of this LoC on the Bank at March 31, 2025.
The Bank has issued an undertaking on behalf of ICICI Securities Inc. Singapore for Singapore dollar 10.0 million
(currently equivalent to ' 637.1 million) (March 31, 2024: ' 617.4 million) to the Monetary Authority of Singapore
(MAS) and has also executed three (March 31, 2024: seven) indemnity agreements on behalf of ICICI Bank Canada
to its independent directors for a sum not exceeding Canadian dollar 2.5 million each (currently equivalent to
' 149.2 million), aggregating to Canadian dollar 7.5 million [currently equivalent to ' 447.6 million (March 31, 2024:
' 1,072.2 million)]. The aggregate amount of ' 1,084.7 million at March 31, 2025 (March 31, 2024: ' 1,689.5 million)
is included in the contingent liabilities.
In accordance with the applicable laws and regulatory requirements, at the time of demerger of general insurance
business of Bharti AXA General Insurance Company Limited to ICICI Lombard General Insurance Company Limited.
(ICICI General), and subsequently in relation to increase of Bank’s shareholding in ICICI General upto 4% in multiple
tranches, the Bank had issued undertakings to Insurance Regulatory and Development Authority of India (IRDAI) in
FY2022 and FY2024 stating that it shall infuse capital, if required by ICICI General, in proportion to its shareholding
in ICICI General at the relevant time to meet its business solvency and/or regulatory requirements. There was no
financial impact of these LoCs on the Bank at March 31, 2025.
I n addition to the above, the Bank has also issued LoCs in the nature of letters of awareness on behalf of its
non-banking financial subsidiaries ICICI Prudential Life Insurance Company Limited and ICICI Home Finance
Company Limited for other incidental business purposes, to maintain ownership stake and to give information about
the ownership and management. These letters of awareness are in the nature of factual statements or confirmation
of facts and do not create any financial impact on the Bank.
appointments of Directors to the Board, identifying persons who are qualified to become Directors
and who may be appointed in senior management in accordance with the criteria laid down and
recommending to the Board their appointment and removal, formulate a criteria for the evaluation
of the performance of the whole time/ independent Directors and the Board and to extend or
continue the term of appointment of independent Directors on the basis of the report of performance
evaluation of independent Directors, recommending to the Board a policy relating to the remuneration
for the Directors, Key Managerial Personnel, Material Risk takers (MRTs) and other employees,
recommending to the Board the remuneration (including performance bonus, share-linked instruments
and perquisites) to wholetime Directors (WTDs) and senior management, approving the policy for
and quantum of variable pay payable to members of the staff including senior management, key
managerial personnel, material risk takers and formulating the criteria for determining qualifications,
positive attributes and independence of a Director, framing policies on Board diversity, framing
guidelines for the Employees Stock Option Scheme (Scheme 2000) Employees Stock Unit Scheme
(Scheme 2022) and deciding on the grant of the Bank’s stock options/units to employees and WTDs
of the Bank and its subsidiary companies, as applicable.
• External consultants whose advice has been sought, the body by which they were commissioned,
and in what areas of the remuneration process
During the year ended March 31, 2025, the Bank employed the services of a reputed consulting firm
for market benchmarking in the area of compensation, including executive compensation.
• Scope of the Bank's remuneration policy (eg. by regions, business lines), including the extent to
which it is applicable to foreign subsidiaries and branches
The Compensation Policy of the Bank, was last amended by the BGRNC and the Board at their
Meetings held on April 26, 2024 and April 27, 2024 respectively. The Policy covers all employees of
the Bank, including those in overseas branches of the Bank. In addition to the Bank’s Compensation
Policy guidelines, the overseas branches also adhere to relevant local regulations.
• Type of employees covered and number of such employees
All employees of the Bank are governed by the Compensation Policy. The total number of permanent
employees of the Bank at March 31, 2025 was 129,177.
b) Design and structure of remuneration processes
• Key features and objectives of remuneration policy
The Bank under the guidance of the Board and the BGRNC, followed compensation practices intended
to drive performance within the framework of prudent risk management. This approach has been
incorporated in the Compensation Policy, the key elements of which are given below.
o Effective governance of compensation: The BGRNC has oversight over compensation. The
BGRNC defines Key Performance Indicators (KPIs) for the Bank and the said KPIs are also
applicable to the MD&CEO and WTDs and equivalent positions. The organisational performance
norms for variable pay is based on the KPIs that include both financial and non-financial aspects
defined with sub parameters. The BGRNC assesses organisational performance and based on
its assessment, it makes recommendations on variable pay for employees. It also recommends to
the Board the compensation for WTDs & equivalent positions and senior management subject to
necessary approvals, wherever applicable
• Alignment of compensation philosophy with prudent risk taking: The Bank seeks to achieve a
prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels and
no guaranteed bonuses. Compensation is sought to be aligned to both financial and non- financial
indicators of performance including aspects like risk management, other assurance areas like
compliance & audit functions. The fixed pay offered by the Bank, largely reflects pay for the role.
The variable compensation is in the form of share-linked instruments or cash or a mix of cash and
share-linked instruments. The cash component of variable pay (performance bonus) is aligned to the
philosophy of ‘One Bank, One Team’ as it is based on overall performance of the Bank and reflects
reward for team performance. The grant of share-linked instruments to eligible employees, reflects
individual potential and criticality of position/ employee. The Bank’s Employees stock option scheme
and Employees stock unit scheme aim at aligning compensation to long-term performance through
grants that vest over a period of time. Compensation of staff in audit, compliance and risk control
functions is independent of the business areas they oversee and the variable pay for employees in
assurance functions is within 50% of the total compensation.
• Process followed by the Bank to ensure that the risk and compliance employees are remunerated
independently of the businesses they oversee:
The compensation of staff engaged in assurance functions like Audit, Risk and Compliance was
dependent on their performance, which was based on achievement of the key goals of their respective
functions and independent of the business targets areas they oversee.
c) Ways in which current and future risks are taken into account in the remuneration processes
• Key risks that the Bank takes into account when implementing remuneration measures
The Board approves the Enterprise Risk Management framework (ERM) and Risk Appetite Framework
(RAF) for the Bank. The business activities of the Bank are undertaken within this framework. The RAF
includes the definition of risk capacity, risk appetite statements and drill down of the same into limits/
thresholds for various risk categories. The Bank’s KPIs which are applicable to the MD&CEO and WTDs
& equivalent positions as well as employees (excluding assurance functions), incorporated relevant
risk management related aspects. For example, in FY2025, in addition to performance indicators in
areas such as Profit before tax excluding treasury, aspects such as, risk management framework,
regulatory compliance stakeholder relationships, customer service and leadership development
were also covered. The BGRNC considered all the above aspects while assessing organisational
performance and made compensation-related recommendations to the Board.
• Nature and type of key measures used to take account of these risks, including risk difficult to
measure
The annual Key Performance Indicators and performance evaluation incorporated both financial
and non- financial aspects including, risk management framework, stakeholder relationships, timely
compliance and closure of audit issues, customer service and leadership development.
• Ways in which these measures affect remuneration
Every year, the financial plan/targets are formulated in conjunction with a risk framework with limit
structures for various areas of risk/lines of business, within which the Bank operates. To ensure effective
alignment of compensation with prudent risk taking, the BGRNC takes into account adherence to
the risk framework in conjunction with which the financial plan/targets were formulated. The Bank’s
KPIs which were applicable to WTDs and equivalent positions as well as employees (excluding
assurance functions), incorporated relevant risk management related aspects and regulatory
compliance. For example, in FY2025, in addition to profit before tax excluding treasury, performance
indicators also included aspects such as, risk management framework, regulatory compliance
stakeholder relationships, customer service and leadership development. The BGRNC considered
all the above aspects while assessing organisational performance and made compensation-related
recommendations to the Board.
• The nature and type of these measures that have changed over the past year and reasons for
the changes, as well as the impact of changes on remuneration
The nature and type of these measures have not changed over the past year and hence, there is no
impact on remuneration.
d) Ways in which the Bank seeks to link performance during a performance measurement period with
levels of remuneration
• Main performance metrics for Bank, top level business lines and individuals
The main performance metrics for FY2025 included profit before tax excluding treasury, regulatory
compliance, risk management, stakeholder relationships, customer service and leadership
development.
• Methodology followed whereby individual remuneration is linked to the Bank-wide and individual
performance
The BGRNC considered above mentioned aspects while assessing performance and made
compensation-related recommendations to the Board for WTDs and equivalent positions.
• The measures that the Bank will in general implement to adjust remuneration in the event that
performance metrics are weak, including the Bank's criteria for determining ‘weak' performance
metrics
The Bank’s Compensation Policy outlines the measures which needs to be implemented by the Bank,
in the event of a reasonable evidence of deterioration in financial performance. Should such an event
occur in the manner outlined in the policy, the BGRNC may decide to apply malus/clawback on none,
part or all of the relevant variable compensation.
e) Ways in which the Bank seeks to adjust remuneration to take account of the long term performance
• The Bank's policy on deferral and vesting of variable remuneration and, if the fraction of variable
remuneration that is deferred differs across employees or groups of employees, a description of
the factors that determine the fraction and their relative importance
The variable compensation is in the form of share-linked instruments or cash or a mix of cash and
share-linked instruments. The quantum of variable pay for an employee does not exceed a certain
percentage (as stipulated in the compensation policy) of the total fixed pay in a year. The proportion
of variable pay to total compensation is higher at senior levels and lower at junior levels. At least 50%
of the compensation is variable for WTDs, CEO and MRTs (excluding for assurance function heads
where variable pay is within 50% of total compensation) as a design. However, they can earn lesser
variable pay based on various performance criteria. For WTDs, CEO and MRTs, a minimum of 60%
of the total variable pay is under deferral arrangement (deferment). Additionally, at least 50% of the
cash component of the variable pay is under deferment. If the cash component is under ' 2.5 million,
the deferment is not applicable.
• The Bank's policy and criteria for adjusting deferred remuneration before vesting and (if
permitted by national law) after vesting through claw back arrangements
The deferred portion of variable pay pertaining to the assessment year or previous year/s (as defined
in the policy) is subject to malus, under which the Bank prevents vesting of all or part or none of the
unvested variable pay in the event of the assessed divergence in the Bank’s provisioning for NPAs
or in the event of a reasonable evidence of deterioration in financial performance or in the event of
gross misconduct and/or other acts as mentioned in the policy. In such cases (other than assessed
divergence), variable pay already paid out may also be subjected to clawback arrangements, as
defined in the compensation policy.
f) Different forms of variable remuneration that the Bank utilises and the rationale for using these
different forms
• Forms of variable remuneration offered. A discussion of the use of different forms of variable
remuneration and, if the mix of different forms of variable remuneration differs across employees
or group of employees, a description of the factors that determine the mix and their relative
importance
The variable compensation is in the form of share-linked instruments or cash or a mix of cash and
share-linked instruments. The Bank pays performance linked retention pay (PLRP) to its front-line
staff and junior management. PLRP aims to reward front line and junior managers, mainly on the
basis of skill maturity attained through experience and continuity in role which is a key differentiator
for customer service. The Bank pays performance bonus and share-linked instruments to relevant
employees in its middle and senior management. The variable payout schedules are sensitive to the
time horizon of risks as defined in the policy.
The Bank ensures higher proportion of variable pay at senior levels and lower variable pay for front¬
line staff and junior management levels
4. Includes deferred bonus/options that was paid/vested during the year.
5. Includes outstanding bonus/options at the end of the financial year.
6. Excludes ' 74.1 million variable pay to the former MD & CEO for past years which has been directed for claw-back in
respect of which the Bank has filed a recovery suit against the former MD & CEO.
7. Includes MD & CEO/WTDs/and other active MRT based on the revised criteria given by RBI in its guidelines dated
November 4, 2019. Also includes MRTs who have resigned, retired or transferred to group companies (separated) during
the FY2024 and FY2025 respectively.
8. Mean pay is computed on annualised fixed pay that includes basic salary, supplementary allowances, assurance function
pay, superannuation, contribution to provident fund, gratuity fund and value of perquisites. The value of perquisite is
calculated as cost to the Bank.
Payment of compensation in the form of remuneration to the Non-Executive Directors
The Board at its meeting held on February 15-17, 2024 and the shareholders through Postal Ballot on May 14,
2024 approved the increase in fixed remuneration for Non-executive Directors (other than part-time Chairman
and Government Nominee Director) with effect from February 10, 2024, from ' 2,000,000 per annum to
' 3,000,000 per annum.
The Board at its meeting held on February 15-17, 2024 and the Members through Postal Ballot on May 14,
2024 approved the increase in fixed remuneration for the Non-executive Part-time Chairman from ' 3,500,000
per annum to ' 5,000,000 per annum with effect from April 1, 2024. The increase in fixed remuneration has
been approved by RBI.
For the year ended March 31, 2025 (FY2025), fixed remuneration of ' 22,296,195 has been paid to Non¬
Executive Directors/Independent Directors (other than part-time chairman). Mr. Girish Chandra Chaturvedi
(Non-Executive Director and part-time Chairman upto June 30, 2024) and Mr. Pradeep Kumar Sinha (part¬
time Chairman) (w.e.f. July 1, 2024) was paid a remuneration of ' 1,250,000 and ' 3,750,000 respectively
during FY2025. This is excluding sitting fees. Further, fixed remuneration of ' 1,101,649 on account of the
enhancement, pertaining to FY2024 was paid to Non-Executive Directors/Independent Directors (other than
part-time chairman) in FY2025.
56. Drawdown from reserves
The Bank has not drawn any amount from reserves during the year ended March 31, 2025 (year ended March 31,
2024: Nil).
57. Investor Education and Protection Fund
The unclaimed dividend amount, due for transfer to the Investor Education and Protection Fund (IEPF) during the
year ended March 31, 2025 and March 31, 2024, has been transferred without any delay.
58. Implementation of IFRS converged Indian Accounting Standards
In January 2016, the Ministry of Corporate Affairs issued the roadmap for implementation of new Indian Accounting
Standards (Ind AS), converged with International Financial Reporting Standards (IFRS), for scheduled commercial
banks, insurance companies and non-banking financial companies (NBFCs). However, currently the implementation
of Ind AS for banks has been deferred by RBI till further notice pending the consideration of some recommended
legislative amendments by the Government of India. The Bank is in an advanced stage of preparedness for
implementation of Ind AS, as and when these are made applicable to the Indian banks. Further, there may be new
regulatory guidelines and clarifications in some critical areas of Ind AS application, which the Bank will need to
suitably incorporate in its implementation.
During FY2023, Reserve Bank of India, through its discussion paper on “Introduction of Expected Credit Loss
framework for provisioning by banks” has proposed to adopt an expected credit loss framework based on the
approach as per Indian Accounting Standard (Ind AS) 109, supplemented by regulatory backstops wherever
necessary. Further, during FY2024, the Reserve Bank of India (RBI) issued a master direction on classification,
valuation and operation of investment portfolio of commercial banks (Directions), 2023, which became effective
from April 1, 2024. The revised master direction brings the classification and accounting of investments closer to Ind
AS. The Bank has implemented the required changes as per the master direction with effect from April 1, 2024.
59. Disclosure on lending and borrowing activities
The Bank, as part of its normal banking business, grants loans and advances, makes investment, provides guarantees
to and accept deposits and borrowings from its customers, other entities and persons. These transactions are part
of Bank’s normal banking business, which is conducted ensuring adherence to all regulatory requirements.
Other than the transactions described above, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Bank to or in any other persons or
entities, including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall lend or invest in party identified by or on behalf of the Bank (Ultimate Beneficiaries). The
Bank has also not received any fund from any parties (Funding Party) with the understanding that the Bank shall
whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries.
60. Comparative Figures
Figures of the previous year have been re-grouped wherever necessary to conform to the current year presentation.
Signatures to Schedules 1 to 18
As per our Report of even date. For and on behalf of the Board of Directors
For B S R & Co. LLP S. Madhavan Sandeep Bakhshi
Chartered Accountants Director Managing Director & CEO
ICAI Firm Registration no.: DIN-06451889 DIN-00109206
101248W/W-100022
Ashwin Suvarna Rakesh Jha Sandeep Batra Ajay Kumar Gupta
Partner Executive Director Executive Director Executive Director
Membership no.: 109503 DIN-00042075 DIN-03620913 DIN-07580795
For C N K & Associates LLP Anindya Banerjee Prachiti Lalingkar Laxminarayan Achar
Chartered Accountants Group Chief Financial Officer Company Secretary Chief Accountant
ICAI Firm Registration no.:
101961W/W100036
Manish Sampat
Partner
Membership no.: 101684
Mumbai
April 19, 2025
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