Your Directors have pleasure in presenting the 32nd Annual
Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial
statements for the year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
The financial performance for fiscal 2026 is summarised in the
following table:
| ' in billion, except percentages |
Fiscal 2025 |
Fiscal 2026 |
% change |
| Net interest income and non-interest income |
1,077.68 |
1,176.35 |
9.2% |
| Operating expenses |
423.72 |
472.34 |
11.5% |
| Core operating profit |
653.96 |
704.01 |
7.7% |
| Provisions and contingencies (excluding tax) |
46.83 |
53.80 |
14.9% |
| Profit before tax excluding treasury gains |
607.13 |
650.21 |
7.1% |
| Treasury gains |
19.03 |
11.98 |
(37.0)% |
| Profit before tax |
626.16 |
662.19 |
5.8% |
| Tax |
153.89 |
160.72 |
4.4% |
| Profit after tax |
472.27 |
501.47 |
6.2% |
| ' in billion, except percentages |
Fiscal 2025 |
Fiscal 2026 |
% change |
| Consolidated profit before tax and minority
interest |
730.04 |
773.20 |
5.9% |
| Consolidated profit after tax and minority
interest |
510.29 |
542.08 |
6.2% |
DIVIDEND
Your Bank has a consistent dividend payment history. Your Bank's
Dividend Distribution Policy is based on the profitability and key financial metrics,
capital position and requirements and the regulations pertaining to the payment of
dividend. The Board of Directors has recommended a dividend of ' 12.00 per equity share
for the year ended March 31, 2026.
APPROPRIATIONS
The Bank has appropriated accumulated profit as follows:
| ' in billion |
Fiscal 2025 |
Fiscal 2026 |
| Profit after tax |
472.27 |
501.47 |
| Profit brought forward |
773.77 |
1,023.91 |
| Accumulated profit (before appropriations) |
1,246.04 |
1,525.38 |
| Appropriations: |
|
|
| To Statutory Reserve |
118.07 |
125.37 |
| To Special Reserve created and maintained in
terms of Section 36(1)(viii) of the Income Tax Act, 1961 |
31.00 |
33.00 |
| To Capital Reserve |
0.07 |
3.04 |
| To Investment Fluctuation Reserve1 |
2.58 |
- |
| To Revenue and other reserves |
- |
- |
| Dividend paid on equity shares2 |
70.41 |
78.53 |
| Balance carried over to balance sheet |
1,023.91 |
1,285.44 |
1
Represents an amount transferred to Investment Fluctuation
Reserve (IFR) on net profit on sale of available-for-sale (AFS) and fair value through
profit and loss (FVTPL) including held-for-trading (HFT) investments during the period.
The amount not less than the lower of net profit on sale of AFS and FVTPL (including 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 AFS and FVTPL (including HFT) portfolio. The Bank can draw down balance
available in IFR in excess of 2% of its AFS and FVTPL (including HFT) portfolio.
2
Represents dividend declared for previous financial year and
paid in current financial year.
SHARE CAPITAL
During the year under review, the Bank allotted 36,361,312 equity
shares of ' 2.00 each pursuant to exercise of stock options under the ICICI Bank Employees
Stock Option Scheme-2000 and 1,823,427 equity shares of ' 2.00 each pursuant to exercise
of stock units under the ICICI Bank Employees Stock Unit Scheme-2022.
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
In June 2025, the Bank approved purchase of up to 2% additional
shareholding in ICICI Prudential Asset Management Company Limited (ICICI Pru AMC).
Effective December 9, 2025, the Bank's holding in ICICI Pru AMC stood at 53.00%.
ICICI Pru AMC was listed on BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE) w.e.f. December 19, 2025.
Effective January 12, 2026, ICICI Pension Fund
Management Limited (ICICI Pension Fund) (formerly known ICICI
Prudential Pension Funds Management Company Limited) became a wholly-owned subsidiary of
the Bank. There were no entities which became or ceased to be a joint venture of the Bank
during fiscal 2026.
In May 2026, Prudential Corporation Holdings Limited proposed a
divestment of its current stake of 21.89% in ICICI Prudential Life Insurance Company
Limited (ICICI Life), subject to regulatory approvals. The Bank intends to retain its
majority shareholding in ICICI Life, ensuring its long-term commitment.
The Bank executed a share purchase agreement for sale of its entire
shareholding in the equity shares of FISERV
Merchant Solutions Private Limited on March 29, 2025. The share
transfer was completed subsequently on April 17, 2025 and accordingly, it ceased to be an
associate of the Bank effective that day.
On June 11, 2025, the Bank executed a share purchase agreement for sale
of its entire shareholding in the equity shares of NIIT Institute of Finance Banking and
Insurance Training Limited, consequent to which the share transfer was completed and it
ceased to be an associate of the Bank effective the same day.
As at March 31, 2026, your Bank had following subsidiaries (including
step down subsidiaries) (17) and associate (6) companies:
| Name of the subsidiary company |
% of shares held |
| ICICI Bank UK PLC |
100 |
| ICICI Bank Canada |
100 |
| ICICI Securities Limited |
100 |
| ICICI Securities Holdings, Inc.1 |
100 |
| ICICI Securities, Inc.2 |
100 |
| ICICI Securities Primary Dealership Limited |
100 |
| ICICI Venture Funds Management Company Limited |
100 |
| ICICI Home Finance Company Limited |
100 |
| ICICI Trusteeship Services Limited |
100 |
| ICICI Investment Management Company Limited |
100 |
| ICICI International Limited |
100 |
| ICICI Pension Fund Management Limited
(formerly known as ICICI Prudential Pension Funds Management Company Limited) |
100 |
| i-Process Services (India) Limited |
100 |
| ICICI Prudential Asset Management Company
Limited3 |
53.00 |
| ICICI Lombard General Insurance Company
Limited |
51.26 |
| ICICI Prudential Life Insurance Company
Limited |
50.89 |
| ICICI Prudential Trust Limited3 |
50.80 |
1
ICICI Securities Holdings, Inc. is a wholly owned subsidiary of
ICICI Securities Limited.
2
ICICI Securities, Inc. is a wholly owned subsidiary of ICICI
Securities Holdings, Inc.
3
The entity is a joint venture company, however, it is
considered as a subsidiary company in accordance with the provisions of the Companies Act,
2013.
| Name of the associate company |
% of shares held |
| India Infradebt Limited |
42.33 |
| Falcon Tyres Limited12 |
26.39 |
| Fino Paytech Limited1 |
25.02 |
| Rajasthan Asset Management Company Private
Limited1 |
24.30 |
| OTC Exchange of India1 |
20.00 |
| Arteria Technologies Private Limited |
19.02 |
1
These companies are not considered as associates in the
financial statements, in accordance with the provisions of Accounting Standard 23 on
‘Accounting for Investments in Associates in Consolidated Financial Statements'.
2
Acquired pursuant to debt settlement.
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, 2026 is given in “Consolidated
Financial Statements of ICIG Bank Limited - Schedule 18 - Note 13 - 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 the
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.icici.bank.in/about-us/ annual 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 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.
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.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Changes in the composition of the Board of
Directors and other Key Managerial Personnel (KMP)
The Board at its meeting held on October 18, 2025 and Members through
Postal Ballot on February 25, 2026, approved the appointment of Vijayalakshmi Iyer as an
Independent Director for a term commencing from December 1, 2025 to May 31, 2030.
The Board at its meeting held on January 17, 2026, approved the
re-appointment of Sandeep Bakhshi as Manging Director & CEO for a further period of
two years with effect from October 4, 2026 to October 3, 2028, subject to approval of the
Reserve Bank of India (RBI) and Members of the Bank. RBI vide its letter dated May 22,
2026, communicated its approval for the re-appointment. The re-appointment is being
proposed in the Notice of the forthcoming AGM through item no. 10.
The Board at its meeting held on January 17, 2026, approved the
re-appointment of Ajay Kumar Gupta as Executive Director of the Bank for a further period
of two years with effect from November 27, 2026 to November 26, 2028, subject to approval
of RBI and Members of the Bank. Approval from RBI is awaited. The re-appointment is being
proposed in the Notice of the forthcoming AGM through item no. 11.
The Board had, vide resolution passed by circulation on June 1, 2026,
approved the appointment of Ashwani
Bhatia as an Additional (Independent) Director, for a term commencing
from June 1, 2026 to May 31, 2031, subject to the approval of Members of the Bank. The
appointment is being proposed in the Notice of the forthcoming AGM through item no. 4.
The Board at its meeting held on July 18, 2026, approved the
appointment of Mrugank Paranjape as an Additional (Independent) Director, for a term
commencing from August 1, 2026 to July 31, 2031, subject to approval of Members. The
appointment is being proposed in the Notice of the forthcoming AGM through item no. 5.
The Board at its meeting held on June 29, 2026, approved the
re-appointment of Vibha Paul Rishi as an Independent Director for a second term commencing
from January 23, 2027 to December 31, 2028, subject to approval of Members, to coincide
with the completion of her association with ICICI Group for 10 years. The re-appointment
is being proposed in the Notice of the forthcoming AGM through item no. 6.
Pursuant to completion of their second term of office under the
Companies Act, 2013, Neelam Dhawan and Radhakrishnan Nair retired as Independent Directors
of the Bank on January 11, 2026 and May 1, 2026 respectively. The Board acknowledges the
valuable contribution and the guidance provided by them.
As on the date of this report, in terms of Section 203(1) of the
Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Sandeep Batra,
Executive Director, Rakesh Jha, Executive Director, Ajay Kumar Gupta, Executive Director,
Anindya Banerjee, Group Chief Financial Officer and Prachiti Lalingkar, 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 and Regulation 16 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing
Regulations) which have been relied on by the Bank and were placed at the Board Meetings.
The Independent Directors have also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise and proficiency required under all applicable
laws 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.
AUDITORS
Statutory Auditors
At the AGM held on August 30, 2025, the shareholders had approved the
re-appointment of M/s. B S R & Co. LLP, Chartered Accountants and M/s. C N K &
Associates LLP, Chartered Accountants, as the joint statutory auditors to hold office from
the conclusion of the 31st AGM till the conclusion of the 33rd AGM
of the Bank, subject to the regulatory approvals as may be necessary or required. For
fiscal 2026, their appointment was approved by RBI on May 19, 2025. Necessary approvals
are also in place for fiscal 2027.
There are no qualifications, reservation or adverse remarks made by the
joint statutory auditors in the audit report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations, the Members at the 31st AGM
held on August 30, 2025 approved the appointment of M/s. Parikh Parekh & Associates
(Firm Unique Code. P1987MH010000), Company Secretaries as the Secretarial Auditor of the
Bank for a term of five consecutive years commencing from fiscal 2026 to fiscal 2030. 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, signed by Secretarial
Auditor, for fiscal 2026 is available on the website of the Bank at
https://www.icici.bank.in/about-us/ disclosures-to-stock-exchanges and on the website of
the stock exchanges i.e. BSE at www.bseindia.com and NSE 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 detected
by the statutory auditors/secretarial auditor under Section 143(12) of the Companies Act,
2013.
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 and also for investments
by its subsidiaries and associates during fiscal 2026.
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. In order to capitalise on
synergies by leveraging the Bank's widespread branch network for offering pension
products, the Board had, at its meeting held on July 19, 2025, approved the proposal to
acquire 100% shareholding in ICICI Pension Fund from ICICI Life to make ICICI Pension Fund
a wholly-owned subsidiary of the Bank, subject to necessary regulatory approvals and the
arms' length norm was addressed through an independent fair valuation. All other
related party transactions between the Bank and its related parties, entered during the
year ended March 31, 2026, were on arm's length basis and were in the ordinary course
of business.
The details of material related party transactions at an aggregate
level for the year ended March 31, 2026 are given in Annexure B.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, the Bank has filed half yearly reports for the related party transactions
with the stock exchanges.
All related party transactions as required under Accounting Standard 18
are reported in note no. 49 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.
During the year, the Related Party Transactions Policy of the Bank was
revised to align it with the SEBI Listing Regulations. The Policy is hosted on the website
of the Bank and can be viewed at https://www.icici.bank.in/ about-us/other-policies.
Pursuant to the SEBI Listing Regulations, the resolutions seeking
approval of the Members on material related party transactions forms part of the Notice of
the forthcoming AGM.
ANNUAL RETURN
The Annual Return in Form No. MGT-7 will be hosted on the website of
the Bank at https://www.icici.bank.in/ about-us/annual.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as stipulated
under Regulation 34(2)(f) of the SEBI Listing Regulations will be hosted on the
Bank's website at https://www.icici.bank.in/about-us/annual. 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 2026 will be hosted on the Bank's
website at https://www.icici.bank.in/about-us/annual.
INTEGRATED REPORTING
The Bank has adopted the principles of the International Integrated
Reporting Framework in its Annual Report since fiscal 2019. For accessing the Report for
fiscal 2026, please refer to the Integrated Report section of the Annual Report 2025-26.
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 reviews, inter alia, risk
management policies of the Bank pertaining to credit, market, liquidity, operational,
Environmental, Social and Governance, model risk management, framework for early warning
signals and red flagging of accounts, outsourcing risks and business continuity
management. The Committee also reviews the Risk Appetite and Enterprise Risk Management
(ERM) 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, the proceedings of Group Risk Management Committee
(GRMC) and the activities of the Asset Liability Management Committee. The Committee
reviews the level and direction of major risks pertaining to credit, market, liquidity,
operational, reputation, technology, information security, compliance, group and capital
at risk as a part of the risk dashboard. 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, the Bank's exposure to
these sectors, non-performing loans, accounts under watch, incremental sanctions, non-fund
based exposures, unsecured portfolio, capital market exposures, commercial real estate
exposures, retail exposures, exposures to top corporate groups and various other
portfolios on a periodic basis.
• The Audit Committee of the Board, inter alia, 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 Audit Committee also exercises oversight on
the regulatory compliance function of the Bank.
• 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 parameters laid down by the Board of Directors/Risk Committee.
• The GRMC oversees the group related risk management activities.
GRMC also reviews the risk profile of group entities.
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 (IAG), Information Security
Group and the Financial Crime Prevention 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, Incident
Monitoring and Resolution Group, Model Validation and Technology Risk Management Group.
The Group Chief Risk Officer (GCRO) reports to the Risk Committee constituted by the Board
which reviews
risk management policies of the Bank. The GCRO, for administrative
purposes, reports to an Executive Director of the Bank. The above mentioned groups are
independent of all business operations and co-ordinate with representatives of the
business units to implement the Bank's risk management policies and methodologies.
The IAG acts independently and is responsible for evaluating and
providing objective assurance on the effectiveness of internal controls, risk management
and governance processes within the Bank and suggest improvements. The IAG maintains
appropriately qualified personnel to fulfill its responsibilities. It acts as an
independent entity and reports 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 Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and rules made thereunder. The Bank has
complied with provisions relating to the constitution of Internal Committee under the POSH
Act.
The details pertaining to number of complaints during the year has been
provided below:
(a) number of complaints filed during the financial year: 103
(b) number of complaints disposed off during the financial year: 103
(c) number of complaints pending1 at end of the financial
year: Nil
1
All complaints received during fiscal 2026 have been closed
within the applicable turnaround time.
