As filed with the Securitiesand Exchange Commission on July 25, 2025

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

FORM 20-F

(Mark One)

OR

OR

OR 

Date of event requiring this shellcompany report                         .

For the transition period from                         to                         

Commission file number: 001-15002

ICICI BANK LIMITED 

(Exact name of Registrant as specified in its charter)

India 

(Jurisdiction of incorporation or organization)

ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400051, India 

(Address of principal executive offices)

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

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

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

____________________

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

[None] 

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

[None] 

Securities for which there is a reporting obligation pursuant to Section15(d) of the Act:

[None] 

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

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

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

Yes ☒     No☐ 

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

Yes ☐     No☒ 

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

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

Yes ☒     No☐ 

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

Yes ☐    No ☐ 

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

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

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

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

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

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

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

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

☒Other 

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

□ Item 17     ☒Item 18 

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

Yes ☐    No ☒ 

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

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

Yes ☐     No ☐

tableof contents

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CrossReference Sheet

Certain Definitions

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

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

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

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

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

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

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

Forward-LookingStatements

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

In addition, other factors that could cause actualresults to differ materially from those estimated by the forward-looking statements contained in this annual report include, but are notlimited to, the monetary and interest rate policies of India and the other markets in which we operate, general economic and politicalconditions in India, southeast Asia, and the other countries which have an impact on our business activities or investments, politicalor financial instability in India or any other country caused by any factor including regional hostilities, terrorist attacks or socialunrest, man-made or natural disasters and catastrophes, climate change events, inflation, deflation, unanticipated turbulence in interestrates, changes or volatility in the value of the rupee, foreign exchange rates, equity prices or other rates or prices, the performanceof the financial markets in general, changes in domestic and foreign laws, regulations and taxes, changes in competition and the pricingenvironment in India and regional or general changes in asset valuations. For a further discussion of the factors that could cause actualresults to differ, see the discussion under “Risk Factors” contained in this annual report.

Market Price Information

Equity Shares

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

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

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

ADSs

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

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

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

Risk Factors

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

Summary

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

Risks relating to India and other economic and market risks

Risks that arise as a result of our presence in a highly regulatedsector

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

Risks relating to our business

Risks relating to technology

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

Risks relating to our insurance subsidiaries

Risks relating to ADSs and equity shares

Risks relating to India and other economic and market risks

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

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

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

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

In fiscal 2023, the Reserve Bank of India significantlytightened monetary policy, raising the policy repo rate by 250 basis points from 4.0% to 6.5% and increased the cash reserve ratio by50 basis points from 4.0% to 4.5%. The Reserve Bank of India maintained its policy stance for fiscal years 2023 and 2024 and most of fiscal2025. Daily average banking system liquidity for fiscal 2025 was at a deficit of approximately Rs. 53.0 billion. In the latter part offiscal 2025 through June 2025, the Reserve Bank of India substantially eased monetary policy, reducing the repo rate by a total of 100basis points from 6.5% to 5.5%, and the cash reserve ratio by a total of 150 bps, of which a reduction of 100 basis points will take effectbetween September and November 2025. Since December 2024, the Reserve Bank of India has injected Rs. 10.7 trillion of durable liquidityinto the banking system, through various means including by reducing the cash reserve ratio, engaging in open-market operations, engagingin foreign exchange operations and conducting long-term variable rate repo auctions.

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

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

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

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

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

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

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

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

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

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

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

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

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

India is vulnerable to developments in the tradeaccount. India imports a majority of its requirements of petroleum oil and petroleum products. In the event of elevated oil price levelsor volatility in oil prices, as well as the impact of currency depreciation, which makes imports more expensive in local currency, andthe

pass-through of such increases to Indian consumers or an increase insubsidies (which would increase the fiscal deficit) could have a material adverse impact on the Indian economy and the Indian bankingand financial system, including through a rise in inflation and market interest rates, higher trade and fiscal deficits and currency depreciation.

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

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

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

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

As the Indian financial system operates in anemerging market, we face risks of a nature and extent not typically faced in more developed economies. Our credit risk may be higher thanthe credit risk of banks in some developed economies. Our access to information about the credit histories of our borrowers, especiallyindividuals and small businesses, may be limited relative to what is typically available for similar borrowers in developed economies.In addition, the credit risk of our borrowers is often higher than borrowers in more developed economies due to the evolving Indian regulatory,political, economic and industrial environment. The directed lending norms of the Reserve Bank of India require us to lend a certain proportionof our loans to “priority sectors”, including agriculture and small enterprises, where we are less able to control the portfolioquality and where economic difficulties are likely to affect our borrowers more severely. We also purchase priority sector lending certificatesto meet directed lending requirements, and the cost of purchasing such certificates may increase substantially depending on the demandand supply scenario of the certificates. Any shortfall in meeting the priority sector lending targets and sub-targets may be requiredto be allocated to investments yielding sub-market returns. See also “—Risks that arise as a result of our presence ina highly regulated sector—We are subject to the directed lending requirements of the Reserve Bank of India, which

may also involve buying related certificates at a premium tomeet the annual targets, and any shortfall in meeting these requirements may be required to be invested in Government of Indiaschemes that yield low returns, thereby impacting our profitability. We may also experience a higher level of non-performing assetsin our directed lending portfolio, which could adversely impact the quality of our loan portfolio, our business and the prices ofour equity shares and ADSs” and “Supervision and Regulation—Regulations Relating to Loans and Advances—Directed Lending”.

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

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

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

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

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

macroeconomic policies or the future elections of its government couldadversely affect business and economic conditions in India generally and our business in particular and the prices of our equity sharesand ADSs could be adversely affected.

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

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

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

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

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

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

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

Risks that arise as a result of our presence in a highly regulatedsector

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

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

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

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

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

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

Failure to comply with applicable regulationsin various jurisdictions, including unauthorized actions by employees, representatives, agents and third parties, suspected or perceivedfailures and media reports, and

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

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

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

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

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

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

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

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

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

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

As a result of priority sector lending requirements,we may experience a higher level of non-performing assets in our directed lending portfolio, particularly due to loans to the agriculturaland small enterprise sectors, where we are less able to control the portfolio quality and where economic difficulties are likely to affectour borrowers more severely. The Bank’s gross non-performing assets in the priority sector loan portfolio were 2.3% in fiscal 2020,3.4% in fiscal 2021, 2.7% in fiscal 2022, 1.9% in fiscal 2023 and 1.8% in both fiscal 2024 and fiscal 2025. In fiscal 2018 and fiscal2019, some states in India announced schemes for waiver of loans taken by farmers. While the cost of such schemes is borne by thestate governments, such

schemes or borrower expectations of such schemes result in higher delinquenciesincluding in the farmer loan portfolio for banks, including us. Under the Reserve Bank of India’s guidelines, these and other specifiedcategories of agricultural loans are classified as non-performing when they are overdue for more than 360 days, as compared to 90 daysfor loans generally. Thus, the classification of overdue loans as non-performing occurs at a later stage with respect to these specifiedcategories of agricultural loans as compared to the loan portfolio in general.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Further, while both our overseas banking subsidiariesare focused on optimizing their capital base and have repatriated capital and made dividend payments to ICICI Bank in the past, such actionsare subject to

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

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

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

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

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

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

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

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

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

Risks relating to Our business

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

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

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

The viability of these projects depends upona number of factors, including market demand, government policies, the processes for awarding government licenses and access to naturalresources and their subsequent judicial or other review, the financial condition of the government or other entities that are the primarycustomers for the output of such projects and the overall economic environment in India and the international markets. In the past, wehave experienced a high level of default and restructuring in our industrial and manufacturing project finance loan portfolio. Our loansto the power sector as a proportion of total loans declined from 3.1% at March 31, 2019 to 0.9% at March 31, 2025. Power

projects face a variety of risks, including access to fuel such ascoal and gas, volatility in pricing of power and off-take of the power produced. In addition, power projects inherently have high leveragelevels.

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

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

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

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

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

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

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

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

Our loans and advances to the retail segment constituted53.1% of our gross advances (gross loans) at March 31, 2025. Our loans and advances to the rural finance segment were 5.7%, services-financesector were 5.8%, the infrastructure sector (excluding power) were 2.7%, the wholesale/retail trade sector were 6.7%, and the power sectorwere 0.9% of our gross loans and advances at March 31, 2025.

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

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

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

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

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

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

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

The Insolvency and Bankruptcy Code, 2016 providesfor a time-bound mechanism to resolve stressed assets. Further, the Reserve Bank of India’s prudential framework for resolutionof stressed assets requires banks to implement a plan to resolve any overdue account within timelines as approved by the board and mayinclude legal proceedings for insolvency or recovery. The process of resolution of accounts referred under the Insolvency and BankruptcyCode is still evolving, with periodic amendments being incorporated in the framework through both legislation and judicial decisions.A few large accounts have been resolved under the Insolvency and Bankruptcy Code since fiscal 2019. However, uncertainties continue andthere are delays in the resolution of accounts referred under the Insolvency and Bankruptcy Code. Should the resolution of accounts notbe achieved and the borrowers go into liquidation, the market value of the collateral may come down thus impacting the recovery of duesby lenders. There can be no assurance of the level of recovery, even in cases where a resolution is achieved.

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

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

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

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

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

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

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

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

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

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

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

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

Our international branches are primarily fundedby debt capital market issuances and syndicated/bilateral loans, while our international subsidiaries generally raise deposits in theirlocal markets. Volatility in the international debt markets may constrain our international capital market borrowings. There can be noassurance that our international branches and subsidiaries will be able to obtain funding from the international debt markets or othersources in a timely manner on acceptable terms. This may adversely impact our ability to replace maturing borrowings and fund new assets.In addition, borrowers who have taken foreign currency loans from us may face challenges in meeting their repayment obligations on accountof market conditions and currency movements. See also “—Risks relating to India and other economic and market risks—Financialinstability in other countries, particularly countries where we have established operations, could adversely affect our business.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We also outsource some functions, like collections,sourcing of retail loans and management of ATMs to other entities and hence we are also exposed to the risk that external vendors maybe unable to fulfil their contractual obligations to us (or will be subject to the same risk of fraud or operational errors by their respectiveemployees as we are), and to the risk that our (or our vendors’) business continuity and data security systems prove not to be sufficientlyadequate. We also face the risk that the design of our controls and procedures proves inadequate, or is circumvented, thereby causingdelays in detection or errors in information. We are also exposed to operational risks from transactions with other financial institutionsand intermediaries. Although we maintain a system of controls designed to keep operational risk at appropriate

levels, like all banks and insurance companies we have suffered lossesfrom operational risk. There can be no assurance that we will not suffer losses from operational risks in the future that may be materialin amount, and our reputation could be adversely affected by the occurrence of any such events involving our employees, customers or thirdparties.

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

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

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

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

We and our customers are exposed to fluctuations inforeign exchange rates.

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

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

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

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

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

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

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

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

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

At March 31, 2024, the Bank held 74.73% ofthe equity shares of its broking subsidiary, ICICI Securities with the remaining 25.27% of the equity shares held by publicshareholders. In June 2023, the Boards of Directors of the Bank and ICICI Securities approved a scheme of arrangement for delistingof equity shares of ICICI Securities (the “Scheme”) under Regulation 37 of the SEBI (Delisting of Equity Shares)Regulations, 2021, subject to receipt of requisite approvals. Following the receipt of necessary approvals, with effect from March24, 2025, ICICI Securities has become a wholly owned subsidiary of the Bank and has been delisted from the stock exchanges.On March 26, 2025, the Bank allotted its equity shares to the public shareholders of ICICI Securities as of the record date, inaccordance with the swap ratio of 67 to 100, as provided in the Scheme.

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

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

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

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

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

We depend on the accuracy and completeness of informationabout customers and counterparties.

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks relating to technology

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

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

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

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

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

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

We, our customers, regulators and other thirdparties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likelyto continue to be the target of, cyber-attacks. These cyber-attacks include computer viruses, malicious or destructive code, phishingattacks, denial of service or information, ransomware, advanced threats from large language models, improper access

by employees or vendors, attacks on personal email of employees, ransomdemands to not expose security vulnerabilities in our systems or the systems of third parties or other security breaches that could resultin the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information ofours, our employees, our customers or of third parties, damage our systems or otherwise materially disrupt our or our customers’or other third parties’ network access or business operations. Like many other large global financial institutions, we have alsoexperienced attacks pertaining to distributed denial of services which were intended to disrupt customer access to our main portal. Whileour monitoring and mitigating controls were able to detect and effectively respond to such incidents, there can be no assurance that thesesecurity measures will be successful in the future. As cyber threats continue to evolve, we may be required to expend significant additionalresources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

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

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

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

We also face indirect technology, cybersecurityand operational risks relating to clients and other third parties with whom we do business or upon whom we rely to facilitate or enableour business activities, including, for example, financial counterparties, regulators and providers of critical infrastructure such asinternet access and electrical power. As a result of increasing consolidation, interdependence and complexity

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

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

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

System failures or system downtime could adverselyimpact our business.

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

Risks relating to our insurance subsidiaries

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

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

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

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

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

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

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

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

geopolitical environments and considerations may also influence thesame, amongst other pertinent internal and external factors. While this subsidiary has been making profits since fiscal 2013, there canbe no assurance of the future profitability or rates of growth in the insurance business. See also “—Risks relating toour insurance subsidiaries—Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of ourshareholding in these entities may adversely impact our business and the prices of our equity shares and ADSs.” and “Supervisionand Regulation—Regulations Governing Insurance Companies.”

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

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

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

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

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

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

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

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

Established loss reserves estimates are periodicallyadjusted in the ordinary course of settlement, using the most current information available to management, and any adjustments resultingfrom changes in reserve estimates are reflected in current results of operations. Our general insurance company also conducts reviewsof all lines of business to consider the adequacy of reserve levels, on a regular defined basis. Based on current information availableand on the basis of internal procedures, for example, multiple diagnostics, the management of our general insurance company considersthat these reserves are reasonably adequate. The management also follows a philosophy of keeping margins for adverse deviations over andabove the best estimates of the ultimate liability to protect against any unknown events which are not yet reflected in the past data.However, because the establishment of reserves for loss and loss adjustment expenses is an inherently uncertain process, there can beno assurance that ultimate losses will not materially exceed the established reserves for loss and loss adjustment expenses and have amaterial adverse effect on the results of operations of our general insurance company. Such adverse effect may also impact the valuationof our general insurance company by existing or potential investors, and the valuation at which any future monetization of our shareholdingin the general insurance company may take place, if at all. See also “—Risks relating to our insurance subsidiaries—Additionalcapital requirements of our insurance entities or our inability to monetize a part of our shareholding in these entities may adverselyimpact our business and the prices of our equity shares and ADSs”.

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

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

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

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

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

Risks Relating to ADSs and Equity Shares

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

Unlike in the past, the depositary will notexercise the voting rights as instructed by our board of directors. We are currently seeking to amend thedeposit agreement (as amended, the “Amended Deposit Agreement”) to allow our ADS holders to exercise their voting rightsthrough the depositary. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory restrictions as set outin applicable laws of the Republic of India as amended or replaced from time to time. The amendment to the deposit agreement is subjectto the approval of the RBI. It is uncertain how long it would take for RBI to grant us the approval to effectuate the AmendedDeposit Agreement. Upon effectiveness of the Amended Deposit Agreement after obtaining RBI's approval, we will file an amendment to FormF-6. Until RBI’s approval of such amendment and effectiveness of the Amended Deposit Agreement, our ADS holders continue to haveno voting rights. The ceiling on voting rights for any individual holder of equity shares is 26.0% of the total voting rights of a bank.See also “Major shareholders”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exerciseyour voting rights under the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process maybe subject to delays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facilityupon surrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”.

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

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

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

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

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

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

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

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

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

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

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

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

The Indian securities markets are smaller andmore volatile than securities markets in developed economies. In the past, the Indian stock exchanges have experienced high volatilityand other problems that have affected the market price and liquidity of the listed securities, including temporary exchange closures,broker defaults, settlement delays and strikes by brokers. For example, following the outbreak of the COVID-19 pandemic in early2020, the benchmark S&P BSE Sensex declined during the three months ended March 31, 2020 by 28.6%. Even before the volatility causedby the COVID-19 pandemic, volatility in the Indian stock markets have created temporary concerns regarding the price or liquidity of ourequity shares and ADSs. In recent years, there have been changes in laws and regulations regulating the taxation of dividend income, whichhave impacted the Indian equity capital markets. See also “Dividends”. Similar problems or changes in the future couldadversely affect the market price and liquidity of our equity shares and ADSs.

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

The equity shares represented by ADSs are currentlylisted on the BSE Limited and the National Stock Exchange of India Limited. Settlement on those stock exchanges may be subject todelays and an investor in

equity shares withdrawn from the depositary facility upon surrenderof ADSs may not be able to settle trades on such stock exchanges in a timely manner. See also “—Risks Relating toADSs and Equity Shares—Conditions in the Indian securities market may adversely affect the price or liquidity of our equityshares and ADSs.”

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

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

You may be subject to Indian taxes arising outof capital gains.

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

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

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

Major Shareholders

Shareholding Structure and Relationship with Government of India

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

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

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

The holding of other Indian investors was37.1% at June 30, 2025 against 36.9% at June 30, 2024 and 37.4% at June 30, 2023. The total holding of Indian investors was 42.8% atJune 30, 2025 against 43.4% at June 30, 2024 and 44.3% at June 30, 2023. The holding of foreign investors was 57.2% at June 30, 2025against 56.6% at June 30, 2024 and 55.7% at June 30, 2023. The Reserve Bank of India, exercising its powers under the BankingRegulation Act has established a limit of 26.0% on the voting rights of a single shareholder in a banking company. Deutsche BankTrust Company Americas holds the equity shares represented by about 669 million American Depositary Receipts outstanding asdepositary on behalf of the holders of the American Depositary Shares (“ADS”). The ADS are listed on the New York StockExchange. The Depositary held 18.7% of our equity shares on June 30, 2025. Unlike in the past, the depositary will not exercise thevoting rights as instructed by our board of directors. We are currently seeking to amend the deposit agreement to allow our ADSholders to exercise their voting rights through the depositary. The exercise of voting rights in respect of the ADSs is subject tolegal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time.The amendment to the deposit agreement is subject to the approval of the RBI. It is uncertain how long it would take forRBI to grant us the approval to effectuate the Amended Deposit Agreement. Upon effectiveness of the Amended Deposit Agreement afterobtaining RBI's approval, we will file an amendment to Form F-6. Until RBI’s approval of suchamendment and effectiveness of the Amended Deposit Agreement, our ADS holders continue to have no voting rights. The ceiling onvoting rights for any individual holder of equity shares is 26.0% of the total voting rights of a bank. See also “Majorshareholders”. If you wish, you may withdraw the equity shares underlying your ADSs and seek to exercise your voting rightsunder the equity shares you obtain from the withdrawal. However, for foreign investors, this withdrawal process may be subject todelays. For a discussion of the legal restrictions triggered by a withdrawal of the equity shares from the depositary facility uponsurrender of ADSs, see also “Restriction on Foreign Ownership of Indian Securities”. Except as stated above, noshareholder has differential voting rights. See also “Supervision and Regulation—Ownership and VotingRestrictions”.

Related Party Transactions

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

Related Parties

Associates/Other Related Entities

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

Key Management Personnel and their Close Family Members

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

Related Party Transactions

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

For additional details, see also “Management—Compensationand Benefits to Directors and Officers—Loans” and note 2 - “Related Party Transactions” of Schedule18 to the consolidated financial statements included herein.

Insurance Services

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

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

Income from services rendered

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

Income from Shared Services

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

Expenses for services received

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

Investments in Securities Issued by Related Parties

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

Redemption/buyback of Investments

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

Interest Expenses

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

Interest Earned

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

Purchase of Fixed assets

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

Dividend Income

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

CSR expenses

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

Dividend Paid

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

Reimbursement of expenses paid

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

Value of ESOPs exercised

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

Volume of fixed deposits accepted

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

Forex/swaps/derivatives and forwards transactionsentered (notional value)

During fiscal 2025, we entered into forex/swaps/derivativesand forwards transactions with our associates/other related entities amounting to Rs. 764 million. The material transactions during fiscal2025 were Rs. 647 million with FISERV and Rs. 116 million with Arteria Technologies Private Limited.

Guarantees/letters of credit given by ICICI Group

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

Capital Infusion

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

Related Party Balances

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

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

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

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

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

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Business

Overview

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

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

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

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

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

The Bank’s holding in ICICI Lombard GeneralInsurance Company Limited was 48.0% at March 31, 2023. In May 2023, the Board of Directors of ICICI Bank Limited approved acquisitionof up to 4.0% of ICICI Lombard General Insurance Company Limited's shareholding, to make it a subsidiary of the Bank, subject to regulatoryapprovals. During fiscal 2024, the Bank increased its shareholding in ICICI Lombard General Insurance Company to over 50.0%. Consequently,ICICI Lombard General Insurance Company Limited ceased to be an affiliate and became a subsidiary of the Bank, effective as of February29, 2024.

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

Our legal name is ICICI Bank Limited, but we areknown commercially as ICICI Bank. We were incorporated on January 5, 1994 under the laws of India as a limited liability corporation.The duration of ICICI Bank is unlimited. Our principal corporate office is located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai400 051, India, our telephone number is +91 22 4008 6173 and our website address is www.icicibank.com. None of the contents ofour and our subsidiaries’ websites are incorporated in this annual report. Our agent for service of process in the United Statesis Mr. Akshay Chaturvedi, Country Head, ICICI Bank Limited, New York Branch, 575 Fifth Avenue, 26^th floor, Suite 2600, NewYork, New York 10017.

History

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

Strategy

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

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

strengthening its operational resilience to facilitate the seamlessdelivery of services to customers. We maintain our focus on growing our loan portfolio in a granular manner based on risk and reward,with focus on return of capital and containment of provisions within targeted levels. We have no specific targets for loan mix or segment-wiseloan growth. We aim to continue to grow our deposit franchise, maintain a stable and healthy funding profile and our competitive advantagein cost of funds.

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

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

Principles

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

Return of Capital

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

Fair to Customer, Fair to Bank

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

One Bank, One Team

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

Agile risk Management

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

Compliance with Conscience

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

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

Coverage

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

360-degree customer centric approach

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

Focus on ecosystems

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

Focus on micro markets

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

Internal cross-functional collaborationand external partnerships

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

Deliveryframework

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

Focus on quality

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

Process decongestion

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

Bank to Bank^Tech

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

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

Overview of Our Products and Services

Commercial Banking for Retail Customers

Our commercial banking operations for retail customersconsist of retail lending and deposits, and fee-based products and services like credit, debit and prepaid cards and depositary shareaccounts.

Retail Lending Activities

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

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

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

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Home Loans

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

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

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

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

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

Automobile loans

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

Commercial business loans

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

Personal loans and credit cards

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

Retail Deposits

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

Fee-Based Products and Services

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

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

Retail lending for rural customers

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

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

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

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

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

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

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

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

Commercial Banking for Business Banking

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

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

Commercial Banking for Corporate Customers

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

Corporate Loan Portfolio

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

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

Fee and Commission-Based Activities

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

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

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

Corporate Deposits

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

Foreign Exchange, Fixed Income, Bullion and Derivatives

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

The products and services include:

Foreign Exchange Products

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

Fixed Income Products

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

Bullion Products

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

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

Commercial Banking for Government and Institutions

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

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

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

Commercial Banking for International Customers

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

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

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

Indian origins and 0.9% of the outstanding was to other non-India companieswhich is less than 0.1% of the total portfolio of the Bank. The non-India linked corporate portfolio reduced by 3.5% from about US$ 275million year-on-year to US$ 265 million at March 31, 2025. See also, “Risk Factors—Risks Relating to Our Business—Ourfunding is primarily short-term and if depositors do not roll over deposited funds upon maturity, our business could be adversely affected”.

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

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

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

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

Branch and ATM Network and Call Centers

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

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

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

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

Investment Banking

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

Treasury

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

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

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

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

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

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

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

Securities broking and investment banking

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

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

I-Process Services

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

Primary dealership

Our subsidiary ICICI Securities Primary DealershipLimited is engaged in the primary dealership of Indian government securities. It also deals in other fixed income securities and interestrate derivatives. In addition to this, it also undertakes money market operations, underwriting and placement of debt. ICICI SecuritiesPrimary Dealership Limited earned a net profit of Rs. 5.4 billion in fiscal 2025 compared to a net profit of Rs. 4.1 billion in fiscal2024. The revenues of the business are directly linked to conditions in the fixed income market.

Private Equity

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

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

Asset Management

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

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

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

Insurance

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

ICICI Prudential Life Insurance Company Limitedhas a wholly owned subsidiary, which distributes products under the NationalPension System and is a registered pension fund manager.

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

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

ICICI Prudential Life Insurance Company Limitedhad assets under management of Rs. 3.1 trillion at March 31, 2025 and had a market share of 6.9% on a retail-weighted received premiumbasis in fiscal 2025 based on data published by the Life Insurance Council. Its market share within the private sector was 9.8% in fiscal2025. The total premium increased by 13.2% from Rs. 432.4 billion in fiscal 2024 to Rs. 489.5 billion in fiscal 2025. Within product segments,for fiscal 2025, there was an increase in the contribution of linked savings and retail protection to the business of our life insurancesubsidiary. The value of new business, which is a key profitability metric which measures the present value of future profits from thenew business written during the period, of ICICI Prudential Life Insurance Company Limited was Rs. 23.7 billion in fiscal 2025 comparedto Rs. 22.3 billion in fiscal 2024. With an annualised premium equivalent of Rs. 104.1 billion, the value of new business margin the ratioof value of new business to annualized premium equivalent— for the same period was 22.8%, compared to annualized premium equivalentof Rs. 90.5 billion and value of new business margin of 24.6% in fiscal 2024. The lower margin was primarily on account of the shift inthe new business profile. New business profile comprises the impact of differences in mix of productsegments or distribution channel or customer profile product repricing, amongst others. Theprofit after tax of ICICI Prudential Life Insurance Company Limited was Rs. 11.9 billion in fiscal 2025 as compared to Rs. 8.5billion in fiscal 2024, a year-on-year growth of 39.6%.

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

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

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

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

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

Risk Management

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

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

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

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

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

Credit Risk

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

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

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

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

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

Credit Approval Authorities

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

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

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

Credit Risk Assessment Methodology for Standalone Entities

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

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

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

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

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

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

The following sections detail the risk assessmentprocess for various business segments:

Assessment of Project Finance Exposures

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

Assessment of Corporate Finance Exposures (Term loans/fixedmaturity loans)

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

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

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

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

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

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

Assessment of Working Capital Finance Exposures

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

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

Assessment of Retail Loans

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

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

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

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

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

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

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

Assessment Procedures for Borrowers under Business Banking

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

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

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

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

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

Assessment Procedures for Rural and Agricultural Loans

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

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

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

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

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

Risk Monitoring and Portfolio Review

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

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

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

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

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

Market Risk

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

Market Risk Management Procedures

The Asset Liability Management Policy stipulatesliquidity and interest rate risk limits at an aggregate level and the Asset Liability Management Committee reviews adherence to limitsand determines the strategy in light of the current and expected environment. The Investment Policy addresses issues related to investmentsin various treasury products and includes the Derivatives Policy which is formulated in line with the comprehensive guidelines issuedby Reserve Bank of India on derivatives for banks. The policies are designed to ensure that operations in the securities and foreign exchangeand derivatives areas are conducted in accordance with sound and acceptable business practices and current regulatory guidelines, lawsgoverning transactions in financial securities and the financial environment. The policies contain the limit structures that govern transactionsin financial instruments. The Board has authorized the Risk Committee,

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

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

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

Interest Rate Risk

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

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

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

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

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

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

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

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

Equity Risk

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

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

Exchange Rate Risk

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

Derivative Instruments Risk

The Bank offers various derivative products, includingforwards, options, swaps and combinations thereof in foreign exchange and interest rates to clients for their risk management purposes.Profits or losses on

account of market movements on these transactions are borne by theclients. For transactions that are not covered fully or partially in the interbank market, the Bank runs open positions within the limitsprescribed in its Investment Policy. The derivative transactions are subject to counterparty risk to the extent particular obligors areunable to make payment on contracts when due.

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

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

Credit Spread Risk

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

Liquidity Risk

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

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

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

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

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

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

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

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

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

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

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

Operational Risk

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

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

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

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

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

Operational controls and procedures at the Bankare summarized below.

Operational Controls and Procedures in Retail Banking

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

Operational Controls and Procedures for Wholesale andTransaction Banking

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

Operational Controls and Procedures in Treasury

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

Operational Controls and Procedures for Information Technology

The Bank has a governance framework for informationtechnology and security with oversight by the Information Technology Strategy Committee, which is a Board-level committee chaired by anindependent director. The security strategy at the Bank is based on the principle of defense in depth and the information technology riskframework of the Bank enunciates three lines of defense with clearly defined roles and responsibilities. The Bank has dedicated unitsresponsible for information security, information technology

risk management and financial crime prevention, which are independentof the business units. In striving to provide high availability and continuity of services to its customers, including high availabilityof customer-facing information technology systems, the Bank has a Business Continuity Management and Disaster Recovery Policy for timelyrecovery of its information technology systems in the event of any disaster or contingency.

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

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

Third Party Risk

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

Information Technology Risk

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

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

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

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

Anti-Money Laundering Controls

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

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

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

Cyber Security

Risk Management and Strategy

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

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

We continue to witness heightenedcybersecurity risks, driven by rapid digitalization, proliferation of emerging technologies and the increasing use of digitalchannels for conducting financial transactions. Our cyber-risk landscape is further complicated by technological advancements suchas AI and quantum computing. While AI can be leveraged to enhance data processing, customer service, and operational

efficiency, it can also be used by adversaries to identify system vulnerabilitiesmore rapidly and launch adaptive, real-time attacks that evade conventional detection mechanisms. Quantum computing, once commerciallyviable, could potentially compromise existing encryption protocols, posing a significant threat to data confidentiality.

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

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

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

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

Governance

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

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

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

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

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

Cybersecurity Incidents

During the fiscal year 2025, the Bank did notidentify any cybersecurity incident that materially affected, or is reasonably likely to materially affect, our business strategy, operationsor financial condition. However, consistent with industry-wide experience, we have faced multiple attempted attacks, including targetedphishing, credential harvesting, and DDoS attacks aimed at disrupting customer access to our digital platforms. These attempts were promptlydetected and mitigated by the Bank’s cybersecurity infrastructure without any known data compromise or service disruption.

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

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

Audit

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

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

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

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

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

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

Legal and Regulatory Risk

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

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

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

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

Risk Management Framework for International Operations

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

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

Risk Management in Certain Subsidiaries

ICICI Bank UK

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

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

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

ICICI Bank Canada

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

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

The Risk Committee of ICICI Bank Canada’sBoard has delegated the operational responsibility for credit risk, market risk and operational risk management to the Management CreditCommittee, Asset Liability Committee and Non-Financial Risk Committees, respectively, within the broad parameters and limits laid downin the Enterprise Risk Management Framework and its various annexures (namely, the Corporate and

Commercial Credit and Recovery Policy, Retail Credit Recovery Policy,Residential Mortgage Underwriting Policy, Market Risk Management Policy, Liquidity Management Policy and Operational Risk Management Policy).

ICICI Securities Primary Dealership

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

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

ICICI Prudential Life Insurance Company

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

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

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

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

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

management cycle at the enterprise level. A risk report detailing thekey risk exposures faced by ICICI Prudential Life Insurance Company and mitigation measures is placed before the Board Risk ManagementCommittee on a quarterly basis.

ICICI Lombard General Insurance Company Limited

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

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

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

Loan Portfolio

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

Collateral—Completion, Perfection and Enforcement

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

Secured consumer loan portfolio

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

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

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

Commercial loans

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

The Bank generally requires collateral value at150.0% of the outstanding loan amounts for loans to real estate companies and lease rental discounting facilities. Our lease rental discountingfacility is a loan facility offered to borrowers where the loans are granted against confirmed future lease rental payments to be receivedby the borrowers. Further, the Bank has also laid down limits for unsecured exposures which restrict the exposure to unsecured facilities.

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

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

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

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

Loan Pricing

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

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

Subsidiaries, Associates and Joint Ventures

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

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

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

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

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Technology

Technology organization

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

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

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

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

Digital platforms and journeys for retail customers

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

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

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

Digital payments and partnerships

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

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

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

Digital platforms and solutions for rural customers

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

Technology in debt service management

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

Digital platforms and journeys for business bankingcustomers, merchant ecosystem and ecommerce ecosystem

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

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

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

Our strategy in the merchant ecosystem space focuseson onboarding merchants with known and assessable credit worthiness through our comprehensive acquiring platforms including Point of Sale(“POS”), UPI, payment gateway and payout solutions. To support this strategy, the Bank has made strategic investments in buildingin-house merchant acquiring platforms. This platform empowers retailers, online businesses and large e-commerce firms with omni-channelcollection and payment capabilities, seamlessly integrated with the bank. The platform also enables the Bank to integrate the latest availablepayment devices, ensuring merchants have access to technology for enhanced transaction experiences. We are continuously

enhancing our merchant product suite in a fast-evolving competitivelandscape to meet the dynamic needs of our customers. Additionally, merchants benefit from connected banking services, which enable instantreconciliation by seamlessly integrated banking with their accounting systems.

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

Digital platforms and solutions for corporate andinstitutional customers and their ecosystems

“ICICI STACK for Corporates” in over20 key industries offers comprehensive solutions to corporates and their ecosystem like channel partners, dealers, vendors, employeesand other stakeholders, thus bringing the full range of banking services to the customer. Platforms offered to corporate customers asa part of ICICI STACK for Corporates include Corporate Internet Banking, Escrow Management, Trade Online and FX Online, and other platforms.

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

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

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

Technology in customer relationship management

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

Data Center and Disaster Recovery System

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

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

Competition

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

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

Commercial Banking Products and Services for RetailCustomers

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

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

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

Commercial Banking Products and Services for Agriculturaland Rural Customers

In our commercial banking operations for agriculturaland rural customers, we face competition from public sector banks that have large branch networks in rural India. Other private sectorbanks and non-banking finance companies have also increased their focus on rural markets. We also face competition from specialized playerssuch as rural-focused financial institutions and micro-finance companies. The Reserve

Bank of India has issued licenses to specialized small finance banks,which have higher directed lending targets compared to banks and will compete in the rural and unorganized sectors. We seek to competein this business based on our product strategy, capturing ecosystems, technological capabilities and having multiple channels and an approachto holistically meet the financial needs of customers in this segment.

Commercial Banking Products and Services for CorporateCustomers

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

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

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

Commercial Banking Products and Services for InternationalCustomers

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

Insurance and Asset Management

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

Employees

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

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

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

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

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

Properties

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

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

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

Legal and Regulatory Proceedings

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

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

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

In addition, the Bank received a notice datedJuly 17, 2023 from the Directorate of Enforcement for Adjudication proceedings under FEMA 1999 in connection with a Show Cause Noticereceived in 2015 for Overseas Direct Investment transaction undertaken by a customer of the Bank (i.e. Aamby Valley Limited - AVL) in2010 and was directed to appear at a personal hearing which was scheduled on August 21, 2023. During the hearing, the legal counsel representingthe Bank sought permission for inspection of documents/records relied upon by Directorate of Enforcement. A follow-up letter in this regardwas also sent on September 28, 2023. The Directorate of Enforcement, through its letter dated May 29, 2025, has confirmed that the inspectionof documents may be conducted on any working day, subject to securing a prior appointment. The Bank, through its letter dated June 11,2025, has requested the Directorate of Enforcement to fix a date for inspection and/or taking copies of the documents/records maintainedby the Directorate of Enforcement at any convenient time between July 2 and July 7, 2025.

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

response to which was submitted on February 12,2021. During FY2025, SEBI issued a show cause notice dated February 13, 2025 to ICICI Bank revising theearlier show cause notice with respect to the provisions of penalty applicable and decoupled the ICICI Bank matter from that ofthe Ex-Managing Director & CEO. ICICI Bank has submitted its response to SEBI through letter dated February 27, 2025, andappeared for personal hearing and responded to queries raised by the adjudicating officer. Pursuant to order dated May 2, 2025, passedby the Securities Appellate Tribunal (“SAT”) in an appeal filed by the Ex-Managing Director & CEO, SEBI through letterdated June 4, 2025, directed ICICI Bank to ensure compliance with the directions set out in the order passed by the SecuritiesAppellate Tribunal. ICICI Bank has approached SEBI for certain clarifications. A response from SEBI is awaited.

Contingent tax liability

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

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

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

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

Litigation

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

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

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

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

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

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

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

American Depositary Receipt Fees and Payments

Fees and Charges Payable by Holders of our ADSs

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

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

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

If any tax or other governmental charge is payableby the holders and/or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Bank may withhold or deduct fromany distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or allof

the deposited securities and apply such distributions and sale proceedsin payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remainingfully liable for any deficiency.

Fees and Other Payments Made by the Depositary

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

Selected StatisticalInformation

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

Average Balance Sheet

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

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