About ICICI Bank Ltd

ICICI Bank is India's largest private sector bank by consolidated assets. ICICI Bank Ltd was incorporated in the year 1994 as a part of the ICICI group with the name ICICI Banking Corporation Ltd. The initial equity capital was owned 75% by ICICI and 25% by SCICI Ltd, a diversified finance and shipping finance lender of which ICICI owned 19.9% at December 1996. Pursuant to the merger of SCICI into ICICI, ICICI Bank became a wholly-owned subsidiary of ICICI. In September 10, 1999, the name of the Bank was changed from ICICI Banking Corporation Ltd to ICICI Bank Ltd In March 10, 2001, ICICI Bank acquired Bank of Madura, an old private sector bank, in an all-stock merger. ICICI Ltd along with their wholly owned retail finance subsidiaries, namely ICICI Capital Services Ltd and ICICI Personal Financial Services Ltd amalgamated with the Bank with effect from May 3, 2002. In May 2003, the bank acquired the entire paid-up capital of Transamerica Apple Distribution Finance Pvt Ltd (now known as ICICI Distribution Finance Pvt Ltd) which primarily engaged in financing in the two-wheeler segment. In September 12, 2003, the Bank incorporated ICICI Bank Canada as a 100% subsidiary company. In May 2005, the Bank acquired the entire paid-up capital of Investitsionno-Kreditny Bank, a Russian bank with their registered office in Balabanovo in the Kaluga region and a branch in Moscow. Thus, IKB became a subsidiary of Bank with effect from May 19, 2005. In August 2005, the Bank acquired additional 6% of the equity share capital of Prudential ICICI Asset Management Company Ltd and Prudential ICICI Trust Ltd from Prudential Corporation Holdings Ltd and thus these two companies became the subsidiaries of the Bank. During the year 2006-07, ICICI Bank Canada incorporated ICICI Health Management Inc as a subsidiary company. In April 2007, Sangli Bank Ltd merged with the Bank with effect from April 19, 2007. In 2007 June, the Bank entered into an agreement with networking solutions provider GTL Ltd to lease out their call centre facility at Mahape worth of around Rs 100 crore for a period of 25 years. During the year 2007-08, the Bank increased their branches & extension counter from 755 Nos to 1,262 Nos, including the addition of about 200 branches through the merger of Sangli Bank. They increased their ATM network from 3,271 ATMs to 3,881 ATMs. They launched mobile banking service enabling a wide range of banking transactions using the mobile phone. During the year 2008-09, the Bank increased their branches & extension counter from 1,262 Nos to 1,419 Nos. They also received licenses for 580 additional branches from RBI. They increased their ATM network to 4,713 ATMs from 3,881 ATMs. In April 22, 2009, ICICI Prudential Pension Funds Management Company Ltd was incorporated as a subsidiary company of ICICI Prudential Life Insurance Company Ltd. During the year 2009-10, the Bank increased their branches & extension counter from 1,419 Nos to 1,707 Nos. They also increased their ATM network from 4,713 ATMs to 5,219 ATMs. ICICI Wealth Management Inc., a subsidiary of ICICI Bank Canada, has been dissolved effective December 31, 2009. In January 2010, the Bank and First Data, a company engaged in electronic commerce and payment services, formed a merchant acquiring alliance and a new entity named ICICI Merchant Services, 81% owned by First Data, was formed, which acquired ICICI Bank's merchant acquiring operations for a total consideration of Rs. 3,744 million. In May 2010, the Bank approved the scheme of amalgamation of Bank of Rajasthan Ltd with the Bank through share-swap in a non-cash deal that values the Bank of Rajasthan at about Rs 3,000 crore. Each 118 shares of Bank of Rajasthan will be converted into 25 shares of ICICI Bank Ltd. In August 2010, as per the scheme of amalgamation, Bank of Rajasthan was amalgamated with the Bank with effect from the close of business on 12 August 2010. The merger of Bank of Rajasthan added over 450 branches to the network. Including these, their branch network increased from 1,707 branches at March 31, 2010 to 2,529 branches at March 31, 2011. They also increased their ATM network from 5,219 ATMs at March 31, 2010 to 6,055 ATMs at March 31, 2011. On 19 May 2011, ICICI Bank announced that the bank through its Dubai branch successfully priced an issuance of 5.5 year fixed rate notes in aggregate principal amount of US$ 1 billion. The offering had an order book of US$ 2.70 billion with strong interest from over 220 investors. On 16 August 2012, ICICI Bank announced that the bank through its Dubai branch successfully priced an issuance of 5.5 year fixed rate notes in an aggregate principal amount of US$750 million. The offering was oversubscribed by 7.6 times and had an order book of US$ 5.7 billion. On 26 November 2012, ICICI Bank through its Dubai branch successfully launched and priced a US$ 250 million tap of its US$ 750.0 million 4.70% 2018 notes originally issued in August 2012. The offering was oversubscribed by 5.6 times and had an order book of US$ 1.4 billion. On 22 August 2013, ICICI Bank announced an increase of 0.25% in its base rate to 10% p.a. from 9.75% p.a. with effect from 23 August 2013. The bank also announced an increase of 0.25% in its benchmark prime-lending rate and in its Floating Reference Rate (FRR) for consumer loans (including home loans) with effect from 23 August 2013. On 23 January 2014, ICICI Bank signed an agreement for a USD 200 million Line of Credit with The Export-Import Bank of Korea (Korea Eximbank). The Board of Directors of ICICI Bank Limited at its meeting held on 9 September 2014 considered and approved the sub-division (split) of one equity share of the bank having a face value of Rs 10 into five equity shares of face value of Rs 2 each. The Board of Directors of ICICI Bank at its meeting held on 5 December 2014 approved a proposal for the sale of ICICI Bank's shareholding in ICICI Bank Eurasia Limited Liability Company (IBEL), a non-material wholly-owned banking subsidiary in Russia, to Sovcombank, an unrelated third party Russian bank. On 7 April 2015, ICICI Bank announced a reduction of 0.25% in its base rate to 9.75% p.a. from 10% with effect from 10 April 2015. Simultaneously, the bank announced a reduction in interest rates for some tenors of retail fixed deposits. ICICI Bank announced a reduction of 0.05% in its base rate to 9.7% p.a. from 9.75% p.a. with effect from 26 June 2015. On 1 October 2015, ICICI Bank announced a reduction of 0.35% in its base rate to 9.35% p.a. from 9.7% p.a. with effect from 5 October 2015. The Board of Directors of ICICI Bank at its meeting held on 30 October 2015 approved the sale of 9% shareholding in its subsidiary ICICI Lombard General Insurance Company to its joint venture partner, Fairfax Financial Holdings Limited. Upon completion of the transaction, ICICI Bank will hold approximately 64% stake and Fairfax will hold about 35% stake in ICICI Lombard General Insurance Company. The Board of Directors of ICICI Bank at its meeting held on 16 November 2015 approved the sale of 6% shareholding in its subsidiary ICICI Prudential Life Insurance Company, comprising the sale of 4% to Premji Invest & its affiliates and 2% to Compassvale Investments Pte Ltd, an indirectly wholly-owned subsidiary of the Singapore-based investment company, Temasek. Upon completion of the transaction, ICICI Bank will hold approximately 68% stake in ICICI Prudential Life Insurance Company. Prudential Plc, ICICI Bank's joint venture partner, will maintain its current share of approximately 26%. On 14 January 2016, ICICI Bank announced that it crossed the milestone of disbursing mortgage loans of over Rs 1 lakh crore, a first among private sector banks in the country. On 14 March 2016, ICICI Bank through its Dubai branch priced an issuance of 10 year fixed rate notes of an aggregate principal amount of US$ 700 million. The notes carry a coupon of 4% and were offered at an issue price of 99.592. On 18 July 2016, ICICI Bank announced that its subsidiary company ICICI Prudential Life Insurance Company has filed a draft red herring prospectus with the Securities and Exchange Board of India for a public offer of up to 18.13 crore equity shares, representing approximately 12.65% of its equity share capital, through an offer for sale by ICICI Bank. 9 September 2016, ICICI Bank announced that the bank has entered into a subscription agreement to acquire 10% shareholding in Resurgent Power Ventures Pte. Limited, a power platform created to facilitate investment in power projects in India by ICICI Group and Tata Group with Caisse de depot et placement du Quebec (CDPQ) of Canada, Kuwait Investment Authority and State General Reserve Fund of Oman as partner investors. On 2 January 2017, ICICI Bank announced a reduction of 0.7% in marginal cost of funds based lending rates (MCLR) with effect from 3 January 2017. On 2 March 2017, ICICI Bank through its Dubai branch priced an issuance of 5.5 year fixed rate notes for an aggregate principle amount of $300 million. The Board of Directors of ICICI Bank at its meeting held on 3 May 2017 recommended issue of bonus shares in the ratio of 1:10. On 15 May 2017, ICICI Bank announced reduction of interest rates by upto 30 basis points for home loans upto Rs 30 lakh in its bid to boost affordable housing in the country. On 5 June 2017, the Board of Directors of ICICI Bank approved the sale of a part of its shareholding in ICICI Lombard General Insurance Company in an initial public offering by ICICI Lombard General Insurance Company, subject to requisite approvals and market conditions. On 14 July 2017, ICICI Bank announced that its subsidiary company ICICI Lombard General Insurance Company Limited has filed a draft red herring prospectus with the Securities and Exchange Board of India for a public offer of up to 8.62 crore equity shares, representing approximately 19% of its equity share capital, through an offer for sale of up to 3.17 crore equity shares by ICICI Bank and up to 5.44 crore equity shares by FAL Corporation. ICICI Bank announced a reduction in interest on Savings Bank account by 50 basis points to 3.5% from 4% with effect from 19 August 2017 on deposits below Rs 50 lakh. Interest rate on deposits of Rs 50 lakh and above was kept unchanged at 4%. On 7 November 2017, the Board of Directors of ICICI Bank approved the sale of a part of its shareholding in ICICI Securities in an initial public offering by ICICI Securities, subject to requisite approvals and market conditions. On 15 December 2017, ICICI Bank announced that it is selling 6.44 crore shares of its subsidiary company ICICI Securities through IPO of ICICI Securities. In this regard, ICICI Securities Limited has filed a draft red herring prospectus with Securities and Exchange Board of India for a public offer of up to 6.44 equity shares of face value of Rs 5 each, representing approximately 20% of its equity share capital as on date. On 7 December 2017, ICICI Bank through its Dubai branch priced an issuance of 10 year fixed rate notes for an aggregate principal amount of US$ 500 million. The notes carry a coupon of 3.8% and were offered at an issue price of 99.728. The bank's consolidated total assets stood at US$ 156.8 billion as on 30 September 2017. The bank and their subsidiaries offer a wide range of banking and financial services including commercial banking, retail banking, project and corporate finance, working capital finance, insurance, venture capital and private equity, investment banking, broking and treasury products and services. They offer through a variety of delivery channels and through their specialised subsidiaries in the areas of investment banking, life and non-life insurance, venture capital and asset management. ICICI Bank had a network of 4,856 branches and 13,792 ATMs as on 30 September 2017. ICICI Bank is present across 17 countries, including India. The bank's equity shares are listed in India on Bombay Stock Exchange and the National Stock Exchange of India Limited and their American Depositary Receipts (ADRs) are listed on the New York Stock Exchange. The bank is the first Indian Bank listed on New York Stock Exchange. During the fiscal 2018,the bank sold its stake of 7% in ICICI Lombard General Insurance Company Ltd and 20.78% stake in ICICI Securities Ltd through IPO.During the FY 2017-18,total assets for standalone entity increased by 13.9% from Rs 7717.91 billion at 31,March 2017 to Rs 8791.89 billion at 31,March 2018.Total advances increased by 10.4% from Rs 4642.32 billion at 31,March 2017 to Rs 5123.95 billion at 31,March 2018. The consolidated assets of the Bank and its subsidiaries and other consolidating entities increased from Rs 9857.25 billion at March 31, 2017 to Rs 11,242.81 billion at March 31, 2018. As on 31,March 2018,the bank had a branch network of 4867 branches and ATM network of 14367 ATMs under its fold. During the fiscal 2019,total assets for standalone entity has increased by 9.7% from Rs 8791.89 billion at 31,March 2018 to Rs 9644.59 billion at 31,March 2019.Total advances increased by 14.5% from Rs 5123.95 billion at 31,March 2018 to Rs 5866.47 billion at 31,March 2019 primarily due to an increase in domestic advances by 16.9%. The consolidated assets of the Bank and its subsidiaries and other consolidating entities increased from Rs 11,242.81 billion at March 31, 2018 to Rs 12,387.94 billion at March 31, 2019. The bank had a branch network of 4874 branches and ATM network of 14987 ATMs as on 31,March 2019. The bank has focussed on its strategic objective of risk calibrated profitable growth during the fiscal 2020.The core operating profit of the bank grew by 21.5% during the fiscal 2020.The Bank made progress on increasing the granularity of its portfolio and enhancing the customer franchise during the year. Retail loans as a proportion of total loans increased from 60.1% at March 31, 2019 to 63.2% at March 31, 2020.Including non-fund based outstanding, the proportion of retail portfolio increased from 46.9% at March 31, 2019 to 53.3% at March 31, 2020. The Bank has repositioned its international franchise to focus on non-resident Indians for deposits, wealth and remittances businesses, with digital and process decongestion as a key enabler. Total assets for standalone entity increased by 13.9% from Rs 9,644.59 billion at March 31, 2019 to Rs 10,983.65 billion at March 31, 2020.Total advances increased by 10.0% from Rs 5,866.47 billion at March 31, 2019 to Rs 6,452.90 billion at March 31, 2020 primarily due to an increase in domestic advances by 12.9%, offset, in part, by a decrease in overseas advances by 14.4%. The loan growth was impacted during the end of fiscal 2020 due to Covid-19 pandemic. The consolidated assets of the Bank and its subsidiaries and other consolidating entities increased from Rs12,387.94 billion at March 31, 2019 to Rs 13,772.92 billion at March 31, 2020. The bank has added 1151 branches and ATMs during the fiscal 2020 and the total number of branches and ATMs as on 31,March 2020 has risen to 21012. Total assets increased by 12.0% from Rs 10,983.65 billion at 31 March 2020 to Rs 12,304.33 billion at 31 March 2021. Total advances increased by 13.7% from Rs 6,452.90 billion at 31 March 2020 to Rs 7,337.29 billion at 31 March 2021 primarily due to an increase in domestic advances by 17.7%, offset, in part, by a decrease in overseas advances by 30.3%. Total deposits increased by 21.0% from Rs 7,709.69 billion at 31 March 2020 to Rs 9,325.22 billion at 31 March 2021.Term deposits increased by 18.4% from Rs 4,231.51 billion at 31 March 2020 to Rs 5,008.99 billion at 31 March 2021.Current and savings account (CASA) deposits increased by 24.1% from Rs 3,478.19 billion at 31 March 2020 to Rs 4,316.23 billion at 31 March 2021.The Average CASA deposits increased by 18.9% from Rs 2,814.37 billion at fiscal 2020 to Rs 3,346.32 billion at fiscal 2021. The Borrowings decreased by 43.7% from Rs 1,628.97 billion at 31 March 2020 to Rs 916.31 billion at 31 March 2021. The consolidated assets of the Bank and its subsidiaries and other consolidating entities increased from Rs 13,772.92 billion at 31 March 2020 to Rs 15,738.12 billion at 31 March 2021.The Consolidated advances increased from Rs 7,062.46 billion at 31 March 2020 to Rs 7,918.01 billion at 31 March 2021. On 15 August 2020,the bank has allotted 418,994,413 equity shares of face value Rs 2 each to eligible qualified institutional buyers at the issue price of Rs 358 per equity share including a premium of Rs 356 per share. The Bank had a branch network of 5,266 branches and an ATM network of 14,136 ATMs at 31 March 2021. The Bank had a network of 5,268 branches and 14,141 ATMs at 30 June 2021. In accordance with the Scheme of Arrangement (Scheme) between ICICI Lombard General Insurance Company limited and Bharti AXA General Insurance Company limited as approved by Insurance Regulatory and Development Authority of India on 03 September 2021, assets and liabilities of Bharti AXA's general insurance business vested with ICICI General on the Appointed Date of 01 April 2020. IC1CI General issued two fully paid up equity shares of Rs 10 each to the shareholders of Bharti AXA forevery 115 fully paid up equity shares of Rs 10 each. Subsequent to issuance of equity shares to Bhani AXA shareholders,the bank's shareholding in ICICI Lombard General Insurance reduced to below 50%. The Bank had a network of 5,277 branches and 14,045 ATMs at 30 September 2021. The total deposits grew by 16% year-on-year to Rs 10,17,467 crore (USD 136.9 billion) as at 31 December 2021 and Average CASA ratio was 45% in Q3 of FY2022.Also domestic loan portfolio grew by 18% year-on-year during the Q3 of FY2022. The Bank had a network of 5,298 branches and 13,846 ATMs at 31 December 2021.

ICICI Bank Ltd Chairman Speech

The performance of the Bank in terms of growth, portfolio quality and profitability is a result of the focussed execution of its strategy over the past few years.

The year gone by saw the world faced with possibly its greatest challenge in living memory. The health crisis and economic challenges caused by the COVID-19 pandemic have demanded exceptional efforts on every front. India navigated the complex and challenging environment during fiscal 2021, driven by a determined response by our medical professionals, frontline workers, communities and the policy measures of the government and regulatory authorities. Most parameters of economic activity returned to pre-COVID levels by the last quarter of the fiscal year. However, a second wave of the pandemic emerged in late fiscal 2021 that saw a significant increase in infections across the country, in urban and rural areas. The receding of this second wave in recent weeks and the acceleration of the vaccination programme raise hopes of a gradual return to a more normal environment as the year progresses.

In this uncertain environment, ICICI Bank has accorded the highest priority to the continuity of service to our customers and the safety of our employees, and ensuring that the Bank is resilient against potential risks and well- poised to benefit from the recovery. our employees have demonstrated immense professionalism and dedication towards the successful navigation of these challenges by our institution. on behalf of the Board, I would like to thank all employees for their dedication and response during this difficult period, and for upholding the ethos of brand ICICI.

During fiscal 2021, significant provisions were made to cushion the balance sheet from the potential risks arising out of uncertainties around the trajectory of the pandemic and level of economic activity. throughout the year, the Bank carried substantial excess liquidity, as it saw very healthy deposit inflows. Despite the challenging environment, the Bank saw a healthy growth in core operating profit and profit after tax in fiscal 2021. the Bank raised additional equity capital with the objective of further strengthening its capital adequacy and improving its competitive positioning. While regulatory guidelines did not permit banks to declare dividend last year, the Board of Directors has recommended payment of dividend to the shareholders in the current year.

The performance of the Bank in terms of growth, portfolio quality and profitability is a result of the focussed execution of its strategy over the past few years. the Bank's consistent focus on growing its deposit franchise and its ability to raise deposits at low cost have enabled it to compete effectively in lending opportunities. The Bank has adopted an ecosystem-based approach, seeking to effectively and holistically serve the needs of customers and their networks, backed by a strong emphasis on internal collaboration and synergy. The risk frameworks within which the Bank has conducted its business have proved resilient in the face of the disruption caused by the pandemic.

Our continuing efforts to promote a cashless ecosystem and enable digital access to financial services proved invaluable in an environment of social distancing and restrictions on movement. our strategy, based on a customer-centric approach, enabled us to respond to the needs of our customers and launch digital alternatives for them to stay connected and meet their financial needs. We launched initiatives like the iciG STAcK to enable banking on digital platforms for all customer segments. ICICI Bank continues to create innovative, convenient and comprehensive digital experiences for our customers.

The Board is committed to ensuring that ICICI Bank is a future-ready and resilient organisation with a focus on long term value-creation. our business is underpinned by strong governance and risk management practices, and an ethos of being a trustworthy financial institution. During the year, the Board and its committees conducted regular reviews to assess the Bank's response to the challenges posed by the pandemic and evaluating its impact on our business and loan portfolio. From a longer term perspective, a wide range of issues and risks were reviewed to ensure organisational resilience and the responsiveness of the Bank to the evolving environment, particularly with relation to technology. the Board is focussed on critical aspects like cyber security and data privacy, and the scalability and resilience of the Bank's technology architecture.

We are sensitive to our role within our ecosystem that includes customers, employees, suppliers, communities and the environment. Maintaining integrity, fairness and transparency are important values for us in our engagement with our stakeholders. Ensuring right-selling of products to our customers and the philosophy of 'Fair to customer, Fair to Bank' are core to our strategy. We continue to instil a sense of accountability and ethics among employees through robust policies and strong governance. our governance culture supported by sound risk management is aimed at ensuring we remain resilient during challenging periods and forge a sustainable future for the organisation.

We thank all our stakeholders and look forward to your continued support.

Your Directors have pleasure in presenting the Twenty-Seventh Annual Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial statements for the year ended March 31,2021.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2021 is summarised in the following table:

APPROPRIATIONS

The profit after tax of the Bank for fiscal 2021 is Rs. 161.93 billion after provisions and contingencies of Rs. 202.04 billion (including provision for taxes of Rs. 39.90 billion). The accumulated profit is Rs. 375.20 billion, taking into account the balance of Rs. 213.27 billion brought forward from the previous year. Your Bank has a consistent dividend payment history. Your Bank's dividend policy is based on the profitability and key financial metrics, capital position and requirements and the regulations pertaining to the payment of dividend. The Reserve Bank of India (RBI) through its circular on 'Declaration of dividends by banks (Revised)' had directed that banks shall not make any dividend payouts on equity shares from the profits pertaining to fiscal 2020. Accordingly, the Board of Directors did not recommend any dividend for fiscal 2020. The Board of Directors has recommended a dividend of Rs. 2.00 per equity share for the year ended March 31, 2021 and has appropriated the disposable profit as follows:

1 Represents an amount transferred to Investment Fluctuation Reserve (IFR) from disposable profit. As per the RBI guidelines, an amount not less than the lower of net profit on sale of available-for-sale (AFS) and held-to-maturity (HFT) category investments during the year or net profit for the year less mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the HFT and AFS portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS and HFT portfolio. Accordingly, during fiscal 2021, the Bank has transferred an amount of Rs. 2.49 billion from IFR to Balance in Profit & Loss Account.

2 Includes transfer of accumulated balance amounting to ' 0.08 billion maintained in Reserve Fund under Sri Lankan Banking Act No. 30 of 1988 to balance in Profit & Loss account due to closure of the Branch.

3 Represent dividend declared for previous financial year and paid in current financial year. RBI through its circular on 'Declaration of dividends by banks (Revised)' had directed that banks shall not make any dividend payment on equity shares from the profits pertaining to the financial year ended March 31, 2020. Accordingly, the Bank did not declare any dividend for fiscal 2020.

The Bank prepares its financial statements in accordance with the applicable accounting standards, RBI guidelines and other applicable laws/regulations. RBI, under its risk- based supervision exercise, carries out the risk assessment of the Bank on an annual basis. This assessment is initiated subsequent to the finalisation, completion of audit and publication of audited financial statements for a financial year and typically occurs a few months after the financial year-end. As a part of this assessment, RBI separately reviews asset classification and provisioning of credit facilities given by the Bank to its borrowers. The divergences, if any, in classification or provisioning arising out of the supervisory process are given effect to in the financial statements in subsequent periods after conclusion of the exercise.

In terms of the RBI circular no. DBR.BP!BC.No.32/21.04.018/ 2018-19 dated April 1,2019, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI's annual supervisory process in their notes to accounts to the financial statements, wherever either

(a) the additional provisioning requirements assessed by RBI exceed 10% of the reported net profits before provisions and contingencies or

(b) the additional gross NPAs identified by RBI exceed 15% of the published incremental gross NPAs for the reference period, or both. Based on the condition mentioned in RBI circular, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI's supervisory process for fiscal 2020.

SHARE CAPITAL

During the year under review, the Bank allotted 24,232,771 equity shares of Rs. 2.00 each pursuant to exercise of stock options under the Employee Stock Option Scheme.

On August 15, 2020, allotment of 418,994,413 equity shares of face value Rs. 2.00 each was made to eligible qualified institutional buyers at the issue price of Rs. 358.00 per equity share, i.e., at a premium of Rs. 356.00 per equity share.

For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

There is no change in the subsidiaries and associates of the Bank during fiscal 2021. The Bank does not have any joint venture company. As at March 31, 2021, your Bank had following subsidiaries (16) and associate (8) Companies:

3 ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.

# These companies are not considered as associates in the financial statements, in accordance with the provisions of /4S 23 on 'Accounting for Investments in Associates in Consolidated Financial Statements'.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2021 is given in "Consolidated Financial Statements of ICICI Bank Limited - Schedule 18 - Note 12 - Additional information to consolidated accounts" of this Annual Report. A summary of key financials of the Bank's subsidiaries is also given in "Statement Pursuant to Section 129 of Companies Act, 2013" of this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management's Discussion & Analysis under the section "Consolidated financials as per Indian GAAP".

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details will be available on the Bank's website at https://www.ICICIbank.com/aboutus/ annual.html and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank's consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

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

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

UPDATE ON COVID-19

The COVID-19 pandemic has impacted most economies and banking systems globally, including India. The nationwide lockdown in April-May 2020 substantially impacted economic activity. The easing of lockdown measures subsequently led to gradual improvement in economic activity and progress towards normalcy. For the banking sector, these developments resulted in lower demand for loans and fee-based services and regulatory measures like moratorium on payment of dues and standstill in asset classification to mitigate the economic consequences on borrowers. It also resulted in increase in provisioning reflecting higher actual and expected additions to nonperforming loans following the cessation of moratorium and asset classification standstill. Pursuant to the second wave of COVID-19 pandemic since March 2021, the number of new cases has increased significantly across India in both urban and rural areas and it has resulted in re-imposition of localised/regional lock-down measures in various parts of the country.

In these challenging times, the Bank's employees have shown strong resilience and the ability to adapt to changing circumstances. The health and well-being of employees and customers and business continuity is of utmost importance to the Bank. The Bank formed a quick response team to take steps to protect the health of the employees and provide essential services to the customers. About 97% of the branches were functional with reduced working hours during the national lockdown in fiscal 2021. The branches were staffed based on the customer footfalls and employees were rostered. Excluding the employees working at the branches and some of the team members from Operations and IT, the majority of the employees continue to work from home. The Bank continues to do a thorough risk assessment for augmenting IT security controls and curb any gaps and potential threats in the current working arrangement.

The Bank continues to see opportunities to grow and strengthen its franchise and it is using these opportunities to further accelerate the digital journey of the Bank and its customers. In March 2020, the Bank launched a comprehensive digital banking platform called ICICI STACK which offers nearly 500 services to ensure uninterrupted banking experience to retail, business banking, SME and corporate customers. Other major digital initiatives include WhatsApp banking, Video KYC for digital onboarding of customers, cardless cash withdrawal at ATMs and a mobile banking app, iMobile Pay, that extends the mobile banking facility to non-ICICI Bank customers. We have launched digital products like InstaBIZ and supply chain financing solutions for our small business customers including APIs from the API Banking Portal to integrate various payment and product solutions. Our digital offerings for large corporates and their ecosystems include digital platforms for domestic and international trade and industry specific solutions across the value chain. The Bank is seeing increased utilisation of its digital channels and platforms by its customers and has ensured that the IT infrastructure is able to handle any unexpected surge in digital transactions. The Bank continues to monitor the situation in the country and would take necessary steps to ensure safety of its people and continuity of its business operations. In its effort to support the nation in its fight against the COVID-19 outbreak, the ICICI Group has committed a sum of Rs. 1.00 billion, including Rs. 800.0 million to the PM Cares Fund. ICICI Bank and ICICI Foundation have worked actively to assist various agencies including hospitals, the police, paramilitary forces, municipalities and government bodies in their tireless efforts to safeguard the citizens of the country.

Going forward, economic activity will depend on the trajectory of the COVID-19 pandemic, the progress of the vaccination programme and the restrictions on activity and the period for which they continue. A prolonged period of economic weakness caused by the second wave of the pandemic and uncertainty regarding normalisation could continue to impact banking sector loan growth, revenues, margins, asset quality and credit costs in fiscal 2022. In view of the continuing uncertainties and rising risks in the operating environment, the Bank would continue to focus on ensuring a resilient balance sheet and maintaining strong capital levels. The Bank's capital and liquidity position is strong and would continue to be a focus area for the Bank during this period.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report. For the impact of COVID-19 on the performance of the Bank and the Group, refer "note no. 59 of schedule 18 - Notes forming part of the accounts" of financial statements of the Bank and "note no. 19 of schedule 18 - Notes forming part of the accounts" of consolidated financial statements of the Bank.

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

The Members at the last Annual General Meeting (AGM) held on August 14, 2020 approved the re-appointment of Vishakha Mulye as a wholetime Director (designated as Executive Director) for a period of five years effective from January 19, 2021, subject to the approval of Reserve Bank of India (RBI). RBI through its letter dated January 8, 2021 approved the re-appointment of Vishakha Mulye as Executive Director of the Bank for a period of three years effective from January 19, 2021.

Further, the Members at the last AGM approved the re-appointment of Girish Chandra Chaturvedi as an Independent Director of the Bank for a period of three years effective from July 1, 2021. The Members also approved the re-appointment of Girish Chandra Chaturvedi as Non-Executive (part-time) Chairman of the Bank for a period of three years effective from July 1, 2021, subject to the approval of RBI. RBI through its letter dated June 8, 2021 approved the re-appointment of Girish Chandra Chaturvedi as Non-Executive (part-time) Chairman of the Bank for a period of three years with effect from July 1,2021.

RBI through its letter dated December 22, 2020 communicated its approval for the appointment of Sandeep Batra as Executive Director of the Bank for a period of three years from the date of his taking charge as Executive Director. The Board of Directors through a circular resolution dated December 23, 2020 recorded December 23, 2020 as the effective date of appointment and taking charge by Sandeep Batra as Executive Director of the Bank.

The Board of Directors on April 24, 2021 based on the recommendation of the Board Governance, Remuneration & Nomination Committee approved the re-appointment of Anup Bagchi as a wholetime Director (designated as Executive Director) for a period of five years or date of retirement, whichever is earlier, effective from February 1, 2022, subject to the approval of Members and RBI. The re-appointment is being proposed in the Notice of the forthcoming AGM through item no.10.

In terms of Section 203(1) of the Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Anup Bagchi, Executive Director, Sandeep Batra, Executive Director, Vishakha Mulye, Executive Director, Rakesh Jha, Chief Financial Officer and Ranganath Athreya, Company Secretary are the Key Managerial Personnel of the Bank.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended (the Act) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) which have been relied on by the Bank and were placed at the Board Meeting held on April 24, 2021. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and the SEBI Listing Regulations and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Sandeep Bakhshi would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Sandeep Bakhshi has offered himself for re-appointment.

Statutory Auditors

M/s Walker Chandiok & Co LLP Chartered Accountants were re-appointed as auditors by the Members at their Twenty-Sixth Annual General Meeting (AGM) held on August 14, 2020 to hold office till conclusion of the Twenty-Seventh AGM. M/s Walker Chandiok & Co LLP, Chartered Accountants, have been auditors of the Company for three consecutive years, which is the maximum term for statutory auditors of banking companies as per the circular issued by Reserve Bank of India (RBI) on 'Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)', dated April 27, 2021. Hence they would be retiring at the conclusion of the forthcoming AGM. The Audit Committee and the Board of Directors have placed on record their appreciation of the professional services rendered by M/s Walker Chandiok & Co LLP during their association with the Company as its auditors.

As per the above-mentioned RBI guideline, the statutory audit needs to be conducted under joint audit of a minimum of two audit firms with effect from FY2022. Accordingly, as recommended by the Audit Committee, the Board has proposed the appointment of M/s MSKA & Associates, Chartered Accountants and M/s Khimji Kunverji & Co LLP, Chartered Accountants as Joint Statutory Auditors for the year ending March 31, 2022 (fiscal 2022). Their appointment has been approved by RBI on July 8, 2021. The appointment of the auditors is being proposed to the Members in the Notice of the forthcoming AGM through item nos. 4 and 5.

There are no qualifications, reservation or adverse remarks made by the current statutory auditors in the audit report.

Secretarial Auditors

The Board appointed M/s. Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2021. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

The Annual Secretarial Compliance Report for fiscal 2021 is available on the website of the Bank at www.ICICIbank.com and on the websites of the stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.

Maintenance of Cost Records

Being a Banking Company, the Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors, branch auditors and secretarial auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2021.

RELATED PARTY TRANSACTIONS

The Bank has a Board-approved Group Arm's Length Policy which requires transactions with the group companies to be at arm's length. All the related party transactions between the Bank and its related parties, entered during the year ended March 31, 2021, were on arm's length basis and were in the ordinary course of business. There were no related party transactions to be reported under section 188(1) of the Companies Act 2013, in Form No. AOC-2, pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions as required under Accounting Standard AS-18 are reported in note no. 50 of schedule 18 - Notes to Accounts of standalone financial statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated financial statements of the Bank.

The Bank has a Board-approved policy on Related Party Transactions, which has been disclosed on the website of the Bank and can be viewed at (https://www.ICICIbank. com/aboutus/other-policies.page?#toptitle).

ANNUAL RETURN

The Annual Return in Form No. MGT-7 will be hosted on the website of the Bank at (https://www.ICICIbank.com/ aboutus/annual.html).

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be hosted on the Bank's website at (https://www.ICICIbank.com/aboutus/annual.html). Any Member interested in obtaining a copy of the Report may write to the Company Secretary of the Bank.

The Bank has been releasing the Environmental, Social and Governance Report since fiscal 2020. The report for fiscal 2021 will be hosted on the Bank's website at (https://www.ICICIbank.com/aboutus/annual.html).

INTEGRATED REPORTING

The Bank has adopted the principles of the International Integrated Reporting Framework as developed by the International Integrated Reporting Council (IIRC) in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2021, please refer to the Integrated Report section of the Annual Report 2020-21.

RISK MANAGEMENT FRAMEWORK

The Bank's risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

• The Risk Committee of the Board inter alia reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational and outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews setting up of limits on any industry or country, migration to the advanced approaches under Basel II and implementation of Basel Ill and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operationaI, reputation, technology, information security, compliance, group and capital at risk as a part of the risk dashboard. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

• The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank's credit approval authorisation framework, reviews developments in key industrial sectors (along with exposure to these sectors), the Bank's exposure to large borrower accounts and borrower groups. The Credit Committee also reviews major credit portfolios, non-performing loans, accounts under watch, overdues, incremental sanctions etc.

• The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors.

• The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/Risk Committee.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank's principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group and Information Security Group. The Chief Risk Officer (CRO) reports to the Risk Committee constituted by the Board which reviews risk management policies of the Bank. The CRO for administrative purposes reports to an Executive Director in the Bank. The above mentioned groups are independent of all business operations and coordinate with representatives of the business units to implement the Bank's risk management policies and methodologies.

The Internal Audit Group acts as an independent entity and is responsible to evaluate and provide objective assurance on the effectiveness of internal controls, risk management and governance processes within the Bank and suggest improvements. The Internal Audit Group maintains appropriately qualified personnel to fulfill its responsibilities. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

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

The Bank has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with the requirements of 'The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013'. The Bank has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details pertaining to number of complaints during the year has been provided below:

a. number of complaints filed during the financial year: 33

b. number of complaints disposed of during the financial year: 33

c. number of complaints pending¹ at end of the financial year: Nil

1 All complaints received during fiscal 2021 have been closed within the applicable turnaround time (90 days).